UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report:
August 3, 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
(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 is being amended by this Amendment
No. 1 solely to delete all non-GAAP measures except "Diluted Earnings Per
Share, as Adjusted" appearing in the Registrant's earnings release included in
Exhibit 99.1 to the Registrant's Current Report on Form 8-K furnished on August
3, 2006. No other information or amounts are amended hereby.
A revised version of the Registrant's earnings release, as so changed, is
included as an exhibit hereto.
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 August 3, 2006, Spectrum Brands, Inc. issued a press release discussing,
among other things, its estimated financial results for its third fiscal quarter
of 2006 ended July 2, 2006. A copy of the press release is furnished as Exhibit
99.1 to this report.
Item 8.01. OTHER EVENTS.
The press release dated August 3, 2006, attached hereto as Exhibit
99.1 also reports that Spectrum Brands was informed by the U.S. Attorney's
Office for the Northern District of Georgia on July 27, 2006 that the U.S.
Attorney's Office has terminated its investigation initiated November 9, 2005
related to the company's financial results for the third and fourth quarters of
fiscal year 2005 and the impact of these results on anticipated fiscal year 2006
earnings, as well as to the sale of company shares by senior management in
advance of negative financial disclosures in 2005. Spectrum Brands continues to
cooperate with the Atlanta District Office of the Securities and Exchange
Commission's investigation into such matters.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) 99.1 Press Release dated August 3, 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 [ ], 2006 SPECTRUM BRANDS, INC.
By:
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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 August 3, 2006 issued
by Spectrum Brands, Inc., as amended.