Delaware
(State
or other jurisdiction of
incorporation
or organization)
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22-2423556
(I.R.S.
Employer Identification No.)
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Title
Of Securities To Be Registered
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Amount
To Be
Registered
(1)
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Proposed
Maximum Offering
Price
Per Share (2)
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Proposed
Maximum Aggregate
Offering
Price (2)
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Amount
Of
Registration
Fee (3)
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Common
Stock, par value $0.01 per share (1)
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3,333,333
shares
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$22.90
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$76,333,325.70
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$4,259.40
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(1)
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Pursuant
to Rule 416 under the Securities Act of 1933, as amended, (the “Securities
Act”) this Registration Statement shall also cover, in addition to the
number of shares stated above, an indeterminate number of additional
shares of Common Stock, par value $0.01 per share (“Common Stock”), of the
Registrant which may become issuable under the Registrant’s 2009 Incentive
Plan (the “2009 Incentive Plan”) by reason of certain corporate
transactions or events, including any stock dividend, stock split or any
other similar transaction effected
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which
results in an increase in the number of the Registrant’s outstanding
shares of Common Stock.
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(2)
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Estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457(c) and Rule 457(h) under the Securities Act, based on the
average of the high and low prices of the Common Stock reported on the OTC
Bulletin Board on October 13, 2009.
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(3)
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The
registration fee has been calculated pursuant to Section 6(b) of the
Securities Act by multiplying .00005580 by the proposed maximum aggregate
offering price (as computed in accordance with Rule 457 under the
Securities Act solely for the purpose of determining the registration fee
of the securities registered
hereby).
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(1)
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Annual
Report on Form 10-K for the fiscal year ended September 30, 2008 (as
updated by the Current Report on Form 8-K filed with the SEC on September
18, 2009);
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(2)
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Quarterly
Reports on Form 10-Q for the fiscal quarters ended December 28, 2008,
March 29, 2009 and June 28, 2009;
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(3)
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Current
Reports on Form 8-K filed with the SEC on October 10, 2008, October 27,
2008, November 5, 2008, November 12, 2008, November 21, 2008, December 16,
2008, February 3, 2009, February 9, 2009, February 27, 2009, March 11,
2009, March 26, 2009, April 10, 2009, April 15, 2009, April 22, 2009, May
5, 2009, May 12, 2009, June 1, 2009, June 15, 2009, June 17, 2009, June
25, 2009, July 16, 2009, August 7, 2009, August 26, 2009, August 31, 2009,
September 2, 2009, September 15, 2009, September 18, 2009, October 5, 2009
and October 13, 2009; and
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(4)
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The
description of Common Stock contained in the Registrant’s Current Report
on Form 8-K filed with the SEC on October 5,
2009.
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·
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for
any breach of the director’s duty of loyalty to the Company or its
stockholders;
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·
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for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of
law;
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·
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for
payments of unlawful dividends or unlawful stock purchases or redemptions
under Section 174 of the Delaware General Corporation Law;
or
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·
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for
any transaction from which the director derived an improper personal
benefit.
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Item 7.
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Exemption from Registration
Claimed.
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Item
8.
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Exhibits.
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Item
9.
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Undertakings.
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(1)
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To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration
Statement;
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(iii)
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To
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
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(2)
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That,
for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
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SPECTRUM
BRANDS, INC.
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By:
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/s/
Anthony
L. Genito
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Anthony
L. Genito
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Executive
Vice President,
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Chief
Financial Officer and Chief
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Accounting
Officer
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/s/ Kent J. Hussey |
Chairman
of the Board of Directors and Chief Executive Officer (Principal Executive
Officer)
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Kent
J. Hussey
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/s/ Anthony L. Genito |
Executive
Vice President, Chief Financial Officer and Chief Accounting Officer
(Principal Financial and Accounting Officer)
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Anthony
L. Genito
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/s/ Kenneth C. Ambrecht |
Director
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Kenneth
C. Ambrecht
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/s/Eugene I. Davis |
Director
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Eugene
I. Davis
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/s/ Marc S. Kirschner |
Director
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Marc
S. Kirschner
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/s/ Norman S. Matthews |
Director
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Norman
S. Matthews
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/s/ Terry L. Polistina |
Director
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Terry
L. Polistina
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/s/ Hugh R. Rovit |
Director
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Hugh
R. Rovit
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Exhibit
Number
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Description
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3.1
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Certificate
of Incorporation of Spectrum Brands, Inc., dated August 28, 2009
(1)
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3.2
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By-Laws
of Spectrum Brands, Inc., adopted as of August 28, 2009
(1)
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4.1
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Registration
Rights Agreement dated as of August 28, 2009, by and among Spectrum
Brands, Inc. and the investors listed on the signature pages thereto, with
respect to the Company’s 12% Senior Subordinated Toggle Notes due 2019
(1)
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4.2
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Registration
Rights Agreement dated as of August 28, 2009, by and among Spectrum
Brands, Inc. and the investors listed on the signature pages thereto, with
respect to Spectrum Brands, Inc.’s equity. (1)
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4.3
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Specimen
Common Stock Certificate (1)
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4.4
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See
Exhibits 3.1 and 3.2 for provisions of the Certificate of Incorporation
and By-Laws of the Registrant defining the rights of holders of Common
Stock (1)
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5.1
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Opinion
of John T. Wilson, Esq.
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10.1
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Spectrum
Brands, Inc. 2009 Incentive Plan (1)
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23.1
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Consent
of KMPG LLP, an independent registered public accounting
firm
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23.2
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Consent
of John T. Wilson, Esq (included in Exhibit 5.1)
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24.1
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Power
of Attorney (included in the signature pages of this Registration
Statement)
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(1)
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Incorporated
by reference to Spectrum Brands, Inc.’s Current Report on Form 8-K filed
with the Commission on August 31,
2009.
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