0000908834-12-000374.txt : 20121219 0000908834-12-000374.hdr.sgml : 20121219 20121218182233 ACCESSION NUMBER: 0000908834-12-000374 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121218 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20121219 DATE AS OF CHANGE: 20121218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Brands Holdings, Inc. CENTRAL INDEX KEY: 0001487730 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 272166630 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34757 FILM NUMBER: 121272599 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 8-K 1 spec_8k1214.htm spec_8k1214.htm
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):   December 18, 2012
 
 
SPECTRUM BRANDS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
     
Delaware
001-34757
27-2166630
(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:
 
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 7.01.  Regulation FD Disclosure.

 
On December 18, 2012, Harbinger Group Inc., the majority shareholder of the issuer, through its wholly-owned subsidiary (“HRG”), purchased additional shares of common stock of Spectrum Brands Holdings, Inc. (the “Company”), resulting in an overall ownership by HRG of the common stock of the Company of approximately 57%. HRG purchased the stock in privately negotiated transactions from four of the Company’s executives (the “Executives”). It purchased a total of 333,778 shares of common stock of the Company at a negotiated price of $44.94 per share, based on a trailing average closing price formula.  The amount of shares purchased from each of the Executives was: David Lumley (Chief Executive Officer) – 120,060; Anthony Genito (Chief Financial Officer) – 72,038; Terry Polistina (President – Global Appliances) – 69,642; and John Heil (President – Global Pet Supplies) – 72,038.

None of the Executives have previously sold any shares of the Company’s stock since joining the Company, with the exception of Mr. Polistina who sold 28,244 shares on October 4, 2012. The Executives advised the Company that the sales were done in part for 2012 tax planning purposes. Immediately following this sale, each of Messrs. Lumley, Genito, Polistina and Mr. Heil will continue to retain approximately 70% of the vested and the earned and time-vesting shares he held prior to the purchase, aligning the interests of each Executive with the future success of the Company.
 
The Executives also have advised the Company that under individual 10b5-1 trading plans established between October 2011 and June 2012, they may each sell an approximately equal number of shares over the next 6 to 15 months under the terms of their respective trading plans.

 

 
 
 

SIGNATURES
 
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, thereunto duly authorized.
 
   
 
SPECTRUM BRANDS HOLDINGS, INC.
     
 
By:
 /s/ Nathan E. Fagre
 
Name:
Nathan E. Fagre
 
Title:
Secretary and General Counsel
     
     
Dated: December 18, 2012