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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, 2011
SPECTRUM BRANDS HOLDINGS, INC.
(Exact name of registrant as specified in charter)
         
DELAWARE   001-34757   27-2166630
 
(State or other
jurisdiction of 		  (Commission
File Number) 		  (IRS Employer
Identification No.)
incorporation)        
     
601 RAYOVAC DRIVE, MADISON, WISCONSIN   53711
 
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (608) 275-3340
N/A
 
(Former name or former address, if changed since last report)
 
 

 

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ITEM 8.01 OTHER EVENTS.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURE
EXHIBIT INDEX
EX-1.1

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ITEM 8.01 OTHER EVENTS.
     On July 14, 2011, Spectrum Brands Holdings, Inc. (the “Company”) entered into an Underwriting Agreement with Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Jefferies & Company, Inc., as representatives of the underwriters named therein, and the selling stockholder named therein, with respect to the sale of up to 7,469,812 shares of common stock, par value $.01 per share (the “Common Stock”) of the Company (including 974,323 shares of Common Stock subject to an over-allotment option granted to the Underwriters by the Company and the selling stockholder).
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
     The exhibit listed below relates to the Registration Statement (No. 333-175167) on Form S-3 of the Company and is filed herewith for incorporation by reference in such Registration Statement.
     
EXHIBIT NUMBER   DESCRIPTION OF EXHIBIT
1.1
  Underwriting Agreement, dated July 14, 2011, by and among the Company, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Jefferies & Company, Inc., as representatives of the underwriters named therein, and the selling stockholder named therein.

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SIGNATURE
     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.
         
  SPECTRUM BRANDS HOLDINGS, INC.
 		  
Date: July 14, 2011  By:   /s/ Nathan Fagre    
    Nathan Fagre   
    Secretary and General Counsel   

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EXHIBIT INDEX
     
EXHIBIT NUMBER   DESCRIPTION
1.1
  Underwriting Agreement, dated July 14, 2011, by and among the Company, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Jefferies & Company, Inc., as representatives of the underwriters named therein, and the selling stockholder named therein.

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