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: May 2, 2006 ------------------------------------------ (Date of earliest event reported) SPECTRUM BRANDS, INC. ------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Wisconsin 001-13615 22-2423556 ------------------------------ --------------------- --------------- (State or other Jurisdiction (Commission File No.) (IRS Employer of Incorporation) Identification No.) Six Concourse Parkway, Suite 3300, Atlanta, Georgia 30328 --------------------------------------------------------- (Address of principal executive offices, including zip code) (770) 829-6200 ------------------------------------------------------------ (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: |_| 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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. The following information, including the Exhibit attached hereto, is being furnished pursuant to this Item 2.02 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. On May 2, 2006, Spectrum Brands, Inc. issued a press release discussing its estimated financial results for its second fiscal quarter of 2006 ended April 2, 2006. A copy of the press release is furnished as Exhibit 99.1 to this report. (c) Exhibits Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit Number Description of Exhibit -------- ---------------------- 99.1 Press Release dated May 2, 2006 issued by Spectrum Brands, Inc., as amended. 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 --------------------------------- Name: Randall J. Steward Title: Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description ------ ----------- 99.1 Press Release dated May 2, 2006 issued by Spectrum Brands, Inc., as amended.