Spectrum Brands, Inc. - Current report filing (8-K)
30 Junio 2008 - 7:26AM
Edgar (US Regulatory)
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):
June
30, 2008 (June 30, 2008)
SPECTRUM
BRANDS, INC.
(Exact
name of registrant as specified in its charter)
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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01. Other Events.
On
May 21, 2008, Spectrum Brands, Inc., a Delaware corporation (the "Company"),
publicly announced that it entered into a definitive purchase agreement with
Salton Inc., a Delaware corporation, and its wholly owned subsidiary, Applica
Pet Products LLC, for the sale of the Company's Global Pet Business (the
"Transaction").
On
June 30, 2008, the Company issued a press release in connection with the
Transaction. 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
occurrence of any event, change or other circumstance that could give rise to
the termination of the definitive agreement; (2) the inability to complete the
transaction due to the failure to receive required regulatory or other approvals
or to satisfy other conditions to the sale; (3) the risk that the proposed
transaction disrupts current plans and operations; (4) difficulty or
unanticipated expenses in connection with the sale; (5) 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, (6) changes
in consumer demand for the various types of products the Company offers, (7)
unfavorable developments in the global credit markets, (8) the impact of overall
economic conditions on consumer spending, (9) fluctuations in commodities
prices, the costs or availability of raw materials or terms and conditions
available from suppliers, (10) 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, (11) the Company’s ability to successfully implement manufacturing,
distribution and other cost efficiencies and to continue to benefit from its
cost-cutting initiatives, (12) 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:
Exhibit
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Number
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Des
cription
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99.1
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Press
Release issued by Spectrum Brands, Inc. on June 30,
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.
Date: June
30, 2008
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SPECTRUM
BRANDS, INC.
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By:
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/s/ Anthony L.
Genito
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Name: Anthony
L.
Genito
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Title:
Executive Vice President,
Chief
Financial Officer and
Chief Accounting
Officer
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EXHIBIT
INDEX
Exhibit
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Description
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99.1
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Press
Release issued by Spectrum Brands, Inc. on June 30,
2008.
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