UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported):
July
14, 2008 (July 13, 2008)
SPECTRUM
BRANDS, INC.
(Exact
name of registrant as specified in its charter)
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Wisconsin
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001-13615
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22-2423556
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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Six
Concourse Parkway, Suite 3300
Atlanta,
Georgia
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30328
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(770)
829-6200
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(Registrant’s
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last
report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.02. Termination of a Material Definitive Agreement.
On
May
21, 2008, Spectrum Brands, Inc., a Delaware corporation (the "Company"),
publicly announced that it entered into a purchase agreement, dated as of May
20, 2008 (the "Purchase
Agreement"),
with
Salton Inc., a Delaware corporation ("Salton"),
and
its wholly owned subsidiary, Applica Pet Products LLC ("Applica"),
for
the sale of the Company's Global Pet Business. The Company has been unable
to
obtain the consent of the lenders under its senior term loan agreement, a
condition precedent to the sale under the Purchase Agreement.
On
July
13, 2008, the Company entered into a termination agreement (the "Termination
Agreement")
with
Salton and Applica to mutually terminate the Purchase Agreement. Under the
Termination Agreement, as a condition to the termination, the Company agreed
to
pay Salton and Applica within 2 business days $3 million as a reimbursement
of
expenses. In connection with the termination, the Company also agreed to
terminate the standstill period under the Company's Confidentiality Agreement,
dated February 26, 2008, with Harbinger Capital Partners Master Fund I Ltd.
and
Harbinger Capital Special Situations Fund, L.P., affiliates of Salton
(collectively, "Harbinger")
and to
terminate Harbinger's limited guarantees related to the Purchase
Agreement.
The
foregoing description of the Termination Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of
the
Termination Agreement, which is attached as Exhibit 10.1 and incorporated herein
by reference.
On
July
14, 2008, the Company issued a press release publicly announcing the
termination. A copy of the press release is attached hereto as Exhibit
99.1.
Forward
Looking Information
Certain
statements in this report are forward-looking statements which includes all
statements other than those made solely with respect to historical fact.
Forward-looking statements speak only as of the date on which they are made,
and
we undertake no obligation to update or revise any forward-looking statements.
These statements are subject to a number of risks and uncertainties that could
cause results to differ materially from those anticipated as of the date of
this
release. Actual results may differ materially as a result of (1) the risk that
the termination disrupts current plans and operations; (2) difficulty or
unanticipated expenses in connection with the termination; (3) changes and
developments in external competitive market factors, such as introduction of
new
product features or technological developments, development of new competitors
or competitive brands or competitive promotional activity or spending, (4)
changes in consumer demand for the various types of products the Company offers,
(5) unfavorable developments in the global credit markets, (6) the impact of
overall economic conditions on consumer spending, (7) fluctuations in
commodities prices, the costs or availability of raw materials or terms and
conditions available from suppliers, (8) changes in the general economic
conditions in countries and regions where the Company does business, such as
stock market prices, interest rates, currency exchange rates, inflation and
consumer spending, (9) the
Company’s
ability to successfully implement manufacturing, distribution and other cost
efficiencies and to continue to benefit from its cost-cutting initiatives,
(10)
unfavorable weather conditions and various other risks and uncertainties,
including those discussed herein and those set forth in the Company’s securities
filings, including the most recently filed Annual Report on Form 10-K or
Quarterly Report on Form 10-Q. The Company also cautions the reader that its
estimates of trends, market share, retail consumption of its products and
reasons for changes in such consumption are based solely on limited data
available to the Company and management’s reasonable assumptions about market
conditions, and consequently may be inaccurate, or may not reflect significant
segments of the retail market.
Item
9.01 Financial
Statements and Exhibits
(d)
Exhibits
The
following exhibits are filed herewith:
| 10.1 |
Termination
Agreement, dated July 13, 2008, among Spectrum Brands, Inc., Salton,
Inc.
and Applica Pet Products LLC.
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| 99.1 |
Press
Release issued by Spectrum Brands, Inc. on July 14,
2008.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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SPECTRUM
BRANDS, INC. |
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| Date: July
14, 2008 |
By: |
/s/
Anthony L. Genito |
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Name:
Anthony L. Genito
Title: Executive Vice
President,
Chief Financial Officer and
Chief Accounting Officer
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EXHIBIT
INDEX
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Exhibit
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Description
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10.1
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Termination
Agreement, dated July 13, 2008, among Spectrum Brands, Inc., Salton,
Inc.
and Applica Pet Products LLC.
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99.1
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Press
Release issued by Spectrum Brands, Inc. on July 14,
2008.
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