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):  October 31, 2012

 

SPECTRUM BRANDS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction

of incorporation)

 

001-34757

(Commission File No.)

 

22-2166630
(IRS Employer
Identification No.)

 

601 Rayovac Drive
Madison, Wisconsin 53711

(Address of principal executive offices)

 

(608) 275-3340

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

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 8.01.          Other Events.

 

On October 31, 2012, Spectrum Brands Holdings, Inc. issued a press release announcing that its subsidiary Spectrum Brands, Inc. (“SBI”) intends to commence an offering of $1,040 million aggregate principal amount of senior notes (the “Notes “). The Notes will be initially issued by Spectrum Brands Escrow Corp., a special-purpose escrow corporation, pending the closing of the previously announced acquisition of the hardware and home improvement group of Stanley Black & Decker, Inc., at which time the Notes will be assumed by SBI and fully and unconditionally guaranteed by certain of SBI’s subsidiaries.  A copy of the press release is furnished hereto as Exhibit 99.1.

 

Item 9.01  Financial Statements and Exhibits.

 

(a)  Not applicable.

(b)  Not applicable.

(c)  Not applicable.

(d)  Exhibits.

 

The following exhibits are being filed with this Current Report on Form 8-K.

 

Exhibit
No.

 

Description

99.1

 

Press Release dated October 31, 2012.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

SPECTRUM BRANDS HOLDINGS, INC.

 

 

 

 

 

By:

/s/ Nathan E. Fagre

 

Name:

Nathan E. Fagre

 

Title:

Secretary and General Counsel

 

Dated:  October 31, 2012

 

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