UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report:
January 25, 2006
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(Date of earliest event reported)
SPECTRUM BRANDS, INC.
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(Exact Name of Registrant as Specified in Charter)
Wisconsin 001-13615 22-2423556
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(State or other Jurisdiction of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
Six Concourse Parkway, Suite 3300, Atlanta, Georgia 30328
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(Address of principal executive offices, including zip code)
(770) 829-6200
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(Registrant's telephone number, including area code)
N/A
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(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:
|_| 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))
EXPLANATORY NOTE
The Registrant's Current Report on Form 8-K/A (Amendment No. 1) is being
amended by this Amendment No. 2 solely to correct the unintentional omission of
the date and conformed signature of the Company's Executive Vice President and
Chief Financial Officer on the signature page. In the original Form 8-K/A
(Amendment No. 1) filed on August 31, 2006, the date was omitted and a
conformed signature was not included in the signature block. No other
information or amounts are amended hereby.
Item 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On January 25, 2006, United Industries Corporation ("United") and Nu-Gro Holding
Company, L.P. ("Nu-Gro Holding"), both wholly-owned subsidiaries of Spectrum
Brands, Inc. (the "Company"), completed the sale of all of the outstanding
shares of Nu-Gro America Corp. ("Nu-Gro America") and Nu-Gro IP Inc. (together
with Nu-Gro America, the "Nu-Gro Entities") to wholly-owned subsidiaries of
Agrium Inc. ("Agrium"). The sale was completed pursuant to the terms of the
Share Purchase Agreement dated as of November 22, 2005 by and among United,
Nu-Gro Holding and Agrium, as amended (the "Purchase Agreement").
Prior to the closing of this transaction, the Nu-Gro Entities transferred to a
separate, wholly-owned subsidiary of the Company all of the assets and
liabilities of the Nu-Gro Entities that are primarily related to the
manufacturing, marketing and selling of consumer products, so that this
transaction resulted in the Company selling to Agrium the Nu-Gro controlled
release nitrogen fertilizer products business and the Nu-Gro professional
fertilizer and pest control products business, while retaining the Nu-Gro
consumer lawn and garden products business.
Net of certain costs related to the transaction and subject to certain
post-closing adjustments as set forth in the Purchase Agreement, the Company
received approximately $83 million in cash consideration, which will primarily
be used to repay a portion of the Company's outstanding debt.
On January 26, 2006, the Company issued a press release announcing the
completion of this transaction. A copy of this press release is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
In order to assist the Company's shareholders to better understand the impact of
the transaction described in Item 2.01 above on its ongoing business, beginning
on January 26, 2006 the Company made available on the Investor Relations section
of its website certain supplementary information representing the Company's
quarterly results for the fiscal year ended September 30, 2005, as adjusted to
include the results of acquired businesses and to exclude the results of
disposed businesses, along with a reconciliation of these non-GAAP results to
financial results presented in accordance with U.S. generally accepted
accounting principles. A copy of this supplemental information is attached
hereto in its entirety as Exhibit 99.2 and incorporated herein by reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit
Number Description of Exhibit
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2.1 Share Purchase Agreement dated November 22, 2005 by and among Agrium
Inc., United Industries Corporation, and Nu-Gro Holding Company, L.P.
(as filed as Exhibit 2.1 to the Company's Current Report on Form 8-K
filed on November 29, 2005 and incorporated herein by reference).
2.2 Amendment No. 1, dated December 19, 2005, to Share Purchase Agreement
dated November 22, 2005.
99.1 Press release dated January 26, 2006 issued by Spectrum Brands, Inc.
99.2 Supplemental financial information issued by Spectrum Brands,
Inc. on January 26, 2006.
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 hereunto duly authorized.
Date: August 31, 2006 SPECTRUM BRANDS, INC.
By: /s/ Randall J. Steward
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Name: Randall J. Steward
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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2.1 Share Purchase Agreement dated November 22, 2005 by and
among Agrium Inc., United Industries Corporation, and Nu-Gro
Holding Company, L.P. (as filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K filed on November 29,
2005 and incorporated herein by reference).
2.2 Amendment No. 1, dated December 19, 2005, to Share Purchase
Agreement dated November 22, 2005.
99.1 Press release dated January 26, 2006 issued by Spectrum
Brands, Inc.
99.2 Supplemental financial information issued by Spectrum
Brands, Inc. on January 26, 2006.