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:
November 14, 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))
Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
(a) The following information, including Exhibit 99.1 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 November 14, 2006, Spectrum Brands, Inc. issued a press release discussing,
among other things, its estimated financial results for its fourth fiscal
quarter of 2006 ended September 30, 2006. A copy of the press release is
furnished as Exhibit 99.1 to this report.
Item 2.06. MATERIAL IMPAIRMENTS.
Statement of Financial Accounting Standards, "Goodwill and Other Intangible
Assets" ("SFAS 142") requires companies to test goodwill and indefinite-lived
intangibles for impairment annually, or more often if an event or circumstance
indicates that an impairment loss may have been incurred. In accordance with
SFAS 142, Spectrum Brands, with the assistance of independent third party
valuation specialists, conducted its annual impairment testing of goodwill and
indefinite-lived intangible assets. The results using the discounted cash flow
method were also tested for reasonableness by comparison to the market
capitalization of the company. As a result of these analyses the company
recorded a non-cash pretax impairment charge of approximately $433.0 million
($398.3 million, net of tax). The impairments will not result in any future
cash expenditures.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) 99.1 Press Release dated November 14, 2006 issued by Spectrum Brands, Inc.
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: November 14, 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 Description
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99.1 Press Release dated November 14, 2006
issued by Spectrum Brands, Inc.