-----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, M4Va+vegV0VT3Dp0xHjfcAOkfvki3XKXsR87CeJzT1l2arbxmOcK7XEsMLcKp4RH aTwxRjUdPfYtWNwhkxe4jQ== 0001193125-10-140852.txt : 20100616 0001193125-10-140852.hdr.sgml : 20100616 20100616173029 ACCESSION NUMBER: 0001193125-10-140852 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100616 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100616 DATE AS OF CHANGE: 20100616 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13615 FILM NUMBER: 10901461 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 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

 

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 16, 2010

 

 

SPECTRUM BRANDS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-13615   22-2423556

(State or other jurisdiction

of incorporation)

 

(Commission

File No.)

 

(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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously described in the Current Report on Form 8-K of Spectrum Brands, Inc. (the “Company”) filed with the Securities and Exchange Commission on the date hereof, on June 16, 2010 the Company completed its previously announced business combination transaction (the “Transaction”) pursuant to the Agreement and Plan of Merger, dated as of February 9, 2010, as amended, by and among the Company, Russell Hobbs, Inc. (“Russell Hobbs”), Spectrum Brands Holdings, Inc. (“SB Holdings”), Battery Merger Corp., and Grill Merger Corp. (the “Merger Agreement”).

In connection with the closing of the Transaction, all of the Company’s officers and directors were appointed to similar positions at SB Holdings, except for Kent J. Hussey, who resigned from his position as a director of the Company.

As a result, in connection with the closing of the Transaction, the following individuals were appointed to serve as the officers and directors (as designated below) of SB Holdings:

 

Name

  

Position

David R. Lumley    Chief Executive Officer, President, Global Batteries and Personal Care and Home and Garden and Director
Anthony L. Genito    Executive Vice President, Chief Financial Officer and Chief Accounting Officer
John A. Heil    President, Global Pet Supplies
Terry L. Polistina    President, Small Appliances and Director
John T. Wilson    Senior Vice President, Secretary and General Counsel
Kenneth C. Ambrecht    Director
Eugene I. Davis    Director
Marc S. Kirschner    Director
Norman S. Matthews    Director
Hugh R. Rovit    Director
David M. Maura    Director*
Robin Roger    Director
Virginia A. Kamsky    Director

 

* Mr. Maura will serve as interim Chairman of the Board of Directors of SB Holdings.

Messrs. Davis, Kirschner and Rovit will serve as members of the Audit Committee of the Board of Directors of SB Holdings, with Mr. Davis acting as Chairman of the Audit Committee. Messrs. Ambrecht, Davis and Maura will serve as members of the Compensation Committee of the Board of Directors of SB Holdings, with Mr. Ambrecht acting as Chairman of the Compensation Committee. Messrs. Matthews, Ambrecht and Kirschner and Mses. Kamsky and Roger will serve as members of the Nominating and Corporate Governance Committee of the Board of Directors of SB Holdings, with Mr. Matthews acting as Chairman of the Nominating and Corporate Governance Committee. Messrs. Kirschner, Matthews and Rovit will serve as members of the Special Nominating Committee of the Board of Directors of SB Holdings.

The biographical information for each of the officers and directors listed above is provided in the definitive joint proxy statement/prospectus dated May 11, 2010, which was filed by the Company with the SEC on Form DEFM14A on May 12, 2010, and in the supplement thereto dated May 28, 2010, which was filed by the Company with the SEC on Form DEFA14A on May 28, 2010.

 

2


Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) None.

 

3


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, INC.
By:  

/s/ John T. Wilson

Name:   John T. Wilson
Title:   Senior Vice President, Secretary and General Counsel

Dated: June 16, 2010

 

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