-----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, OIV5LLDEfEZkU+DKbKgN/p+gWl5zbR3sTVll8VGJ//wqqLG+2vyx3pdZ33B8Xdgs uU3z2gzXdfX0lW7kbnfyzw== 0000950142-10-001100.txt : 20100629 0000950142-10-001100.hdr.sgml : 20100629 20100629164744 ACCESSION NUMBER: 0000950142-10-001100 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100629 DATE AS OF CHANGE: 20100629 EFFECTIVENESS DATE: 20100629 FILER: 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 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-162505 FILM NUMBER: 10924415 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 S-8 POS 1 s8a1_spb.htm POST-EFFECTIVE AMENDMENT NO. 1 s8a1_spb.htm
As filed with the Securities and Exchange Commission on June 29, 2010
 
 Registration No. 333-162505
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________

POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________

SPECTRUM BRANDS, INC.
(Exact name of registrant as specified in its charter)

Delaware
  
22-2423556
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification Number)

601 Rayovac Drive
Madison, Wisconsin 53711
(608) 275-3340
 (Address, including zip code, and telephone number,
including area code, of Registrants’ principal executive offices)
_______________

Spectrum Brands, Inc. 2009 Incentive Plan
(Full title of the plan)
_______________

John T. Wilson, Esq.
Senior Vice President, Secretary and General Counsel
Spectrum Brands Holdings, Inc.
2520 Northwinds Parkway, Ste 550
Alpharetta, GA 30009
(770) 360-5271
 (Name, address, including zip code, and telephone number,
including area code, of agent for service)

 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ¨
  
Accelerated filer o
     
Non-accelerated filer x
  
Smaller reporting company o
(Do not check if a smaller reporting company)
    
 
 
 
 
 
DEREGISTRATION OF SECURITIES
 
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (Registration No. 333-162505) (the “Registration Statement”) of Spectrum Brands, Inc., a Delaware corporation (“Spectrum”), which was filed with the Securities and Exchange Commission on October 15, 2009. The Registration Statement was filed in connection with the registration of 3,333,333 shares of common stock, par value $0.01 per share (“Spectrum Common Stock”), of Spectrum.
 
On February 9, 2010, Spectrum entered into the Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Russell Hobbs, Inc., a Delaware corporation, Spectrum Brands Holdings, Inc., a Delaware corporation (“Holdings”), Battery Merger Corp., a Delaware corporation and a direct wholly-owned subsidiary of Holdings and Grill Merger Corp., a Delaware corporation and a direct wholly-owned subsidiary of Holdings.
 
On June 16, 2010, upon the consummation of the transactions contemplated by the Merger Agreement (the “Effective Time”), among other things, each share of Spectrum Common Stock was canceled and converted into the right to receive one share of common stock of Holdings.
 
As a result of the foregoing, Spectrum has terminated all offerings of Spectrum Common Stock pursuant to its existing registration statements, including the Registration Statement.  In accordance with an undertaking made by Spectrum in the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of Spectrum Common Stock which remain unsold at the termination of the offering, Spectrum hereby removes from registration all shares of Spectrum Common Stock registered under the Registration Statement which remained unsold as of the Effective Time.
 
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on June 29, 2010.
 
 
  SPECTRUM BRANDS, INC.  
       
 
By:
/s/ John T. Wilson  
    Name:  John T. Wilson  
    Title:    Senior Vice President, Secretary and General Counsel
       

 
 
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