sc13da7_spectrum.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 7)

SPECTRUM BRANDS, INC.
(Name of Issuer)
 
COMMON STOCK (PAR VALUE $0.01 PER SHARE)
(Title of Class of Securities)
 
 84762L204
(CUSIP Number)
   
PHILIP FALCONE
450 PARK AVENUE, 30TH FLOOR
NEW YORK, NEW YORK 10022
(212) 339-5888
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
     
June 16, 2010
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be  subject to all other  provisions of the Act  (however, see the Notes).



 
 
 

CUSIP No. 84762L204
Page 1 of 13 Pages
SCHEDULE 13D

 
1
NAME OF REPORTING PERSON
 
Harbinger Capital Partners Master Fund I, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    o
(b)    x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
        o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
 
        o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
CO
 
 
 

 
 
 
 

CUSIP No. 84762L204
Page 2 of 13 Pages
SCHEDULE 13D

 
1
NAME OF REPORTING PERSON
 
Harbinger Capital Partners LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    o
(b)    x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
        o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
 
        o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
CO
 
 
 

 
 
 
 

CUSIP No. 84762L204
Page 3 of 13 Pages
SCHEDULE 13D
 
 
1
NAME OF REPORTING PERSON
 
Harbinger Capital Partners Special Situations Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    o
(b)    x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
        o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
 
        o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
PN
 
 


 
 
 
 

CUSIP No. 84762L204
Page 4 of 13 Pages
SCHEDULE 13D
 
 
1
NAME OF REPORTING PERSON
 
Harbinger Capital Partners Special Situations GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    o
(b)    x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
        o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
 
        o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
CO
 

 

 
 
 
 

CUSIP No. 84762L204
Page 5 of 13 Pages
SCHEDULE 13D
 
 
1
NAME OF REPORTING PERSON
 
Global Opportunities Breakaway Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    o
(b)    x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
        o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
 
        o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
CO
 


 
 
 
 
 

CUSIP No. 84762L204
Page 6 of 13 Pages
SCHEDULE 13D
 
 
1
NAME OF REPORTING PERSON
 
Harbinger Capital Partners II LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    o
(b)    x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
        o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
 
        o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
PN
 
 


 
 
 


CUSIP No. 84762L204
Page 7 of 13 Pages
SCHEDULE 13D
 

1
NAME OF REPORTING PERSON
 
Harbinger Capital Partners II GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    o
(b)    x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
        o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
 
        o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
CO
 
 
 
 
 
 
 
 

CUSIP No. 84762L204
Page 8 of 13 Pages
SCHEDULE 13D
 


1
NAME OF REPORTING PERSON
 
Harbinger Holdings, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    o
(b)    x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
        o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
 
        o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
CO
 
 

 
 
 
 
 

CUSIP No. 84762L204
Page 9 of 13 Pages
SCHEDULE 13D
 

1
NAME OF REPORTING PERSON
 
Philip Falcone
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    o
(b)    x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
        o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
U.S.A.
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
 
        o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN
 
 

 
 
 
 
 

CUSIP No. 84762L204
Page 10 of 13 Pages
SCHEDULE 13D
 

Item 1. Security and Issuer.
 
This Amendment No. 7 to the Schedule 13D ("Amendment No. 7") is being filed by the undersigned to amend the Schedule 13D filed by the Reporting Persons on September 8, 2009, as amended by Amendment No. 1 filed on October 19, 2009, Amendment No. 2 filed on February 12, 2010, Amendment No. 3 filed on March 3, 2010, Amendment No. 4 filed on April 2, 2010, Amendment No. 5 filed on May 4, 2010 and Amendment No. 6 filed on June 8, 2010 (as amended, the "Schedule 13D") with respect to the Common Stock, par value $0.01 per share (the "Shares") of Spectrum Brands, Inc. (the "Issuer").  The address of the Issuer is 601 Rayovac Drive, Madison, Wisconsin 53711.
 
Item 2. Identity and Background.
 
No material change.
 
Item 3. Source and Amount of Funds or Other Consideration.
 
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
"As described in Item 4 below, as a result of the consummation of the Battery Merger (as defined below), the Reporting Persons cease to beneficially own any Shares."
 
Item 4.   Purpose of Transaction.
 
Item 4 of the Schedule 13D is hereby amended by adding the following after the last paragraph thereof:
 
"On June 11, 2010, the Issuer announced that its stockholders had adopted and approved the Merger Agreements in accordance with the terms thereof.  Pursuant to the terms of the Merger Agreement, on June 16, 2010, among other things, Battery Merger Sub merged with and into the Issuer.  The Issuer continued as the surviving corporation in the Battery Merger and became an indirectly wholly-owned subsidiary of Parent.  As a result of the consummation of the Battery Merger, all of the Shares were converted into the right to receive shares of Parent Common Stock and the Reporting Persons ceased to beneficially own any Shares."
 
 
 
 
 
 

CUSIP No. 84762L204
Page 11 of 13 Pages
SCHEDULE 13D
 
 
 
Item 5.   Interest in Securities of the Issuer.
 
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
"(a, b) As described in Item 4 above, as a result of the consummation of the Battery Merger, the Reporting Persons cease to beneficially own any Shares.
 
(c) Except as described in Item 4 above, the reporting Persons have not effected any transactions in the Shares since the date of the last amendment to this Schedule 13D.
 
(d) Not applicable.
 
(e) As described in Item 4 above, as a result of the consummation of the Battery Merger, the Reporting Persons cease to beneficially own any Shares."
 
 
Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
No material change.
 
Item 7.   Material to be Filed as Exhibits.
 
 
Exhibit W:
Joint Filing Agreement
 
 
 
 
 
 
 
 

CUSIP No. 84762L204
Page 12 of 13 Pages
SCHEDULE 13D
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


   
HARBINGER CAPITAL PARTNERS
MASTER FUND I, LTD.
   
 
By:
 
Harbinger Capital Partners LLC
   
 
By:
 
Harbinger Holdings, LLC, Manager
 
   
By: 
   /s/ Philip Falcone  
     
Name:  Philip Falcone
Title:    Managing Member


   
HARBINGER CAPITAL PARTNERS LLC
   
 
By:
 
Harbinger Holdings, LLC, Manager
 
   
By: 
   /s/ Philip Falcone  
     
Name:  Philip Falcone
Title:    Managing Member


   
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
   
 
By:
 
Harbinger Capital Partners Special Situations GP, LLC
   
 
By:
 
Harbinger Holdings, LLC, Managing Member
 
   
By: 
   /s/ Philip Falcone  
     
Name:  Philip Falcone
Title:    Managing Member


   
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC
   
 
By:
 
Harbinger Holdings, LLC, Managing Member
 
   
By: 
   /s/ Philip Falcone  
     
Name:  Philip Falcone
Title:    Managing Member
 
 
 
 
 
 

CUSIP No. 84762L204
Page 13 of 13 Pages
SCHEDULE 13D
 


   
GLOBAL OPPORTUNITIES BREAKAWAY LTD.
   
 
By:
 
Harbinger Capital Partners II LP
   
 
By:
 
Harbinger Capital Partners II GP LLC, General Partner
 
   
By: 
   /s/ Philip Falcone  
     
Name:  Philip Falcone
Title:    Managing Member


   
HARBINGER CAPITAL PARTNERS II LP
   
 
By:
 
Harbinger Capital Partners II GP LLC, General Partner
 
   
By: 
   /s/ Philip Falcone  
     
Name:  Philip Falcone
Title:    Managing Member


   
HARBINGER CAPITAL PARTNERS II GP LLC
 
   
By: 
   /s/ Philip Falcone  
     
Name:  Philip Falcone
Title:    Managing Member


   
HARBINGER HOLDINGS, LLC
 
   
By: 
   /s/ Philip Falcone  
     
Name:  Philip Falcone
Title:    Managing Member


      /s/ Philip Falcone  
   
Philip Falcone


June 18, 2010

Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).