-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WdoO9EOgtq/WEXRNaiBAf7czYT9uuNDOtTJRLV1m/nyg23nWtSXIVvRx8ezGf3PQ d489atu9dvO2c57uiz2OrQ== 0001181431-10-033932.txt : 20100618 0001181431-10-033932.hdr.sgml : 20100618 20100618161646 ACCESSION NUMBER: 0001181431-10-033932 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100616 FILED AS OF DATE: 20100618 DATE AS OF CHANGE: 20100618 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Brands, Inc. CENTRAL INDEX KEY: 0001028985 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 222423556 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 601 RAYOVAC DRIVE CITY: MADISON STATE: WI ZIP: 53711 BUSINESS PHONE: 608-275-3340 MAIL ADDRESS: STREET 1: 601 RAYOVAC DRIVE CITY: MADISON STATE: WI ZIP: 53711 FORMER COMPANY: FORMER CONFORMED NAME: RAYOVAC CORP DATE OF NAME CHANGE: 19961213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DAVIS EUGENE I CENTRAL INDEX KEY: 0001028689 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13615 FILM NUMBER: 10906029 MAIL ADDRESS: STREET 1: C/O EMERSON RADIO CORP STREET 2: 9 ENTIN ROAD CITY: PARSIPPANY STATE: NJ ZIP: 07054 4 1 rrd278408.xml FORM 4 X0303 4 2010-06-16 1 0001028985 Spectrum Brands, Inc. SPB 0001028689 DAVIS EUGENE I 601 RAYOVAC DRIVE MADISON WI 53711 1 0 0 0 Common Stock 2010-06-16 4 D 0 3017 D 0 D Pursuant to the terms of the Agreement and Plan of Merger, dated as of February 9, 2010, as amended, by and among the Issuer, Russell Hobbs, Inc., Spectrum Brands Holdings, Inc. ("SB Holdings"), Battery Merger Corp. ("Battery Sub"), a direct wholly-owned subsidiary of SB Holdings, and Grill Merger Corp., a direct wholly-owned subsidiary of SB Holdings, all Delaware corporations, on June 16, 2010, among other things, Battery Sub merged with and into the Issuer ("Battery Merger"). The Issuer continued as the surviving corporation in the Battery Merger and became an indirectly wholly-owned subsidiary of SB Holdings. In connection with the Battery Merger, the shares issuable under the Spectrum Brands, Inc. 2009 Incentive Plan (the "Plan") were assumed by SB Holdings. The 3,017 shares of restricted stock of Issuer awarded to Mr. Davis under the Plan, which were valued at $31.50 per share in the Battery Merger and were scheduled to vest on October 1, 2010 if Mr. Davis was a director of the Issuer on such date, were canceled and exchanged for 3,017 shares of restricted stock of SB Holdings, which will have the same vesting schedule as the restricted stock of the Issuer. /s/ EUGENE I. DAVIS 2010-06-16 -----END PRIVACY-ENHANCED MESSAGE-----