As filed with the Securities and Exchange Commission on December 20, 2019
Registration No. 333-219844
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SPECTRUM BRANDS, INC.
(Exact name of registrant as specified in its charter)
|
DELAWARE
|
|
3690
|
|
22-2423556
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Primary Standard Industrial
Classification Code Number)
|
|
(I.R.S. Employer
Identification No.)
|
3001 Deming Way
Middleton, Wisconsin 53562
(608) 275-3340
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive
offices)
*ADDITIONAL REGISTRANTS LISTED ON SCHEDULE A HERETO
Ehsan Zargar
Executive Vice President, General Counsel and Corporate Secretary
3001 Deming Way
Middleton, Wisconsin 53562
(608) 275-3340
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Raphael M. Russo, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
Approximate date of commencement of proposed sale to public: As soon as practicable after this
Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☐
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Emerging growth company
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☐
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CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount
to be
registered
|
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Proposed
maximum
offering price
per unit
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|
Proposed
maximum
aggregate
offering price
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Amount of
registration fee
|
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6.125% Senior Notes due 2024
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(1)
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(1)
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(1)
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(1)
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Guarantees of 6.125% Senior Notes due 2024
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N/A
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N/A
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N/A
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N/A(2)
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5.750% Senior Notes due 2025
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(1)
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(1)
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(1)
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(1)
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Guarantees of 5.750% Senior Notes due 2025
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N/A
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N/A
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N/A
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N/A(2)
|
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(1)
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An indeterminate amount of securities are being registered hereby to be offered solely for market-making purposes by affiliates of the registrant. Pursuant to Rule
457(q) under the Securities Act of 1933, as amended, no filing fee is required.
|
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(2)
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No additional consideration is being received for the guarantees. Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate fee is required in
respect of such guarantees.
|
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Post-Effective Amendment No.1 to the Registration Statement on Form S-1 No. 333-219844 (the “Registration Statement”) of
Spectrum Brands Inc. (the “Issuer”), is being filed to terminate the effectiveness of the Registration Statement. Jefferies LLC (the market maker referred to in the prospectus
for the Registration Statement) is no longer an affiliate of the Issuer, so the Registration Statement is no longer needed.
2
SCHEDULE A
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Name*
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|
State or Other
Jurisdiction of Incorporation or Organization |
|
Primary
Standard Industrial Classification Code Number |
|
I.R.S. Employer
Identification Number |
|
||
|
Applica Mexico Holdings, Inc.
|
|
Delaware
|
|
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3690
|
|
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74-3100872
|
|
|
Alaska Merger Acquisition Corp.
|
|
Delaware
|
|
|
3690
|
|
|
82-1316914
|
|
|
GloFish LLC
|
|
Delaware
|
|
|
3690
|
|
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82-1484807
|
|
|
National Manufacturing Mexico A LLC
|
|
Delaware
|
|
|
3690
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|
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N/A
|
**
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National Manufacturing Mexico B LLC
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Delaware
|
|
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3690
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N/A
|
**
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National Openings, LLC
|
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Pennsylvania
|
|
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3690
|
|
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46-2516338
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Spectrum Brands Pet LLC
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New York
|
|
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3690
|
|
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26-1757404
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ROV Holding, Inc.
|
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Delaware
|
|
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3690
|
|
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22-2423555
|
|
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ROV International Holdings LLC
|
|
Delaware
|
|
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3690
|
|
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N/A
|
**
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Salix Animal Health, LLC
|
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Delaware
|
|
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3690
|
|
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65-0965477
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|
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SB/RH Holdings, LLC
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Delaware
|
|
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3690
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|
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27-2812840
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Schultz Company
|
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Missouri
|
|
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3690
|
|
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43-0625762
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|
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Shaser, Inc.
|
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Delaware
|
|
|
3690
|
|
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20-2000219
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|
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Spectrum Brands Pet Group Inc.
|
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Delaware
|
|
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3690
|
|
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82-2201953
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|
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United Industries Corporation
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Delaware
|
|
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3690
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43-1025604
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|
|
*
|
The address of each additional registrant’s principal executive office is c/o Spectrum Brands, Inc., 3001 Deming Way, Middleton, Wisconsin 53562, (608) 275-3340.
|
|
**
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Single member LLC disregarded for U.S. tax purposes.
|
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Middleton, State of Wisconsin, on the 20th day of December, 2019.
| SPECTRUM BRANDS, INC. | |||
|
|
By:
|
/s/ David M. Maura | |
| David M. Maura | |||
| President and Chief Executive Officer | |||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby
constitutes and appoints Ehsan Zargar his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and
file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in
connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or
appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed
below on December 20, 2019 by the following persons in the capacities indicated.
|
Signature
|
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Title
|
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/s/ David M. Maura
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
| David M. Maura | ||
|
/s/ Jeremy Smeltser
|
|
Executive Vice President, Chief Financial Officer and Chief Accounting Officer
(Principal Financial Officer and Principal Accounting Officer)
|
| Jeremy Smeltser | ||
|
/s/ Joanne P. Chomiak
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Director
|
| Joanne P. Chomiak |
||
|
/s/ Ehsan Zargar
|
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Director
|
| Ehsan Zargar |
||
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Middleton, State of Wisconsin, on the 20th day of December, 2019.
| ALASKA MERGER ACQUISITION CORP. | |||
|
|
By:
|
/s/ Ehsan Zargar | |
| Ehsan Zargar | |||
| Vice President | |||
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby
constitutes and appoints Ehsan Zargar his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and
file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in
connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or
appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed
below on December 20, 2019 by the following persons in the capacities indicated.
|
Signature
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Title
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/s/ John Pailthorp
|
|
President
(Principal Executive Officer)
|
| John Pailthorp | ||
|
/s/ Joanne P. Chomiak
|
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Treasurer and Director
(Principal Financial Officer and Principal Accounting Officer)
|
| Joanne P. Chomiak |
||
|
/s/ Ehsan Zargar
|
|
Director
|
| Ehsan Zargar |
||
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Middleton, State of Wisconsin, on the 20th day of December, 2019.
| APPLICA MEXICO HOLDINGS, INC. | |||
|
|
By:
|
/s/ Ehsan Zargar | |
| Ehsan Zargar | |||
|
Vice President, Corporate Secretary and
General Counsel
|
|||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby
constitutes and appoints Ehsan Zargar his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and
file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in
connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or
appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed
below on December 20, 2019 by the following persons in the capacities indicated.
|
Signature
|
|
Title
|
|
/s/ David Albert
|
|
President
(Principal Executive Officer)
|
| David Albert | ||
|
/s/ Joanne P. Chomiak
|
|
Vice President and Director
(Principal Financial Officer and Principal Accounting Officer)
|
| Joanne P. Chomiak | ||
|
/s/ Ehsan Zargar
|
|
Director
|
| Ehsan Zargar | ||
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Middleton, State of Wisconsin, on the 20th day of December, 2019.
| GLOFISH LLC | |||
|
|
By:
|
/s/ Ehsan Zargar | |
| Ehsan Zargar | |||
| Vice President and Assistant Secretary | |||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby
constitutes and appoints Ehsan Zargar his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and
file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in
connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or
appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed
below on December 20, 2019 by the following persons in the capacities indicated.
|
Signature
|
|
Title
|
|
/s/ John Pailthorp
|
|
President
(Principal Executive Officer)
|
| John Pailthorp |
||
|
/s/ Robert D. Miller
|
|
Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
| Robert D. Miller | ||
|
SPECTRUM BRANDS PET GROUP INC.
|
|
Managing Member
|
|
By:
|
/s/ Ehsan Zargar
|
|
| Name: | Ehsan Zargar | |
| Title: | Vice President and Secretary |
7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Middleton, State of Wisconsin, on the 20th day of December, 2019.
| NATIONAL MANUFACTURING MEXICO A LLC | |||
|
|
By:
|
/s/ Ehsan Zargar | |
| Ehsan Zargar | |||
|
Vice President, Secretary and General
Counsel
|
|||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby
constitutes and appoints Ehsan Zargar his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and
file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in
connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or
appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed
below on December 20, 2019 by the following persons in the capacities indicated.
|
Signature
|
|
Title
|
|
/s/ Philip S. Szuba
|
|
President
(Principal Executive Officer)
|
| Philip S. Szuba |
||
|
/s/ Brent A. Esplin
|
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
| Brent A. Esplin |
||
|
SPECTRUM BRANDS, INC.
|
|
Sole Member
|
|
By:
|
/s/ Ehsan Zargar
|
|
| Name: | Ehsan Zargar | |
| Title: |
Executive Vice President, Corporate
Secretary and General Counsel
|
8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Middleton, State of Wisconsin, on the 20th day of December, 2019.
| NATIONAL MANUFACTURING MEXICO B LLC | |||
|
|
By:
|
/s/ Ehsan Zargar | |
| Ehsan Zargar | |||
|
Vice President, Secretary and General
Counsel
|
|||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby
constitutes and appoints Ehsan Zargar his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and
file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in
connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or
appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed
below on December 20, 2019 by the following persons in the capacities indicated.
|
Signature
|
|
Title
|
|
/s/ Philip S. Szuba
|
|
President
(Principal Executive Officer)
|
| Philip S. Szuba |
||
|
/s/ Brent A. Esplin
|
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
| Brent A. Esplin |
||
|
SPECTRUM BRANDS, INC.
|
|
Sole Member
|
|
By:
|
/s/ Ehsan Zargar
|
|
| Name: | Ehsan Zargar | |
| Title |
Executive Vice President, Corporate
Secretary and General Counsel
|
9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Middleton, State of Wisconsin, on the 20th day of December, 2019.
| NATIONAL OPENINGS, LLC | |||
|
|
By:
|
/s/ Ehsan Zargar | |
| Ehsan Zargar | |||
| Vice President | |||
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby
constitutes and appoints Ehsan Zargar his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and
file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in
connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or
appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed
below on December 20, 2019 by the following persons in the capacities indicated.
|
Signature
|
|
Title
|
|
/s/ Philip S. Szuba
|
|
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
| Philip S. Szuba |
||
|
/s/ Brent A. Esplin
|
|
Chief Financial Officer, Treasurer and Secretary
(Principal Financial Officer and Principal Accounting Officer)
|
| Brent A. Esplin |
||
|
SPECTRUM BRANDS, INC.
|
|
Sole Member
|
|
By:
|
/s/ Ehsan Zargar
|
|
| Name: | Ehsan Zargar | |
| Title |
Executive Vice President, Corporate
Secretary and General Counsel
|
10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Middleton, State of Wisconsin, on the 20th day of December, 2019.
| ROV HOLDING, INC. | |||
|
|
By:
|
/s/ Ehsan Zargar | |
| Ehsan Zargar | |||
|
Executive Vice President and Corporate
Secretary
|
|||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby
constitutes and appoints Ehsan Zargar his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and
file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in
connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or
appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed
below on December 20, 2019 by the following persons in the capacities indicated.
|
Signature
|
|
Title
|
|
/s/ David M. Maura
|
|
Chief Executive Officer
(Principal Executive Officer)
|
| David M. Maura | ||
|
/s/ Jeremy Smeltser
|
|
Executive Vice President
(Principal Financial Officer and Principal Accounting Officer)
|
| Jeremy Smeltser | ||
|
/s/ Joanne P. Chomiak
|
|
Director
|
| Joanne P. Chomiak | ||
|
/s/ Ehsan Zargar
|
|
Director
|
| Ehsan Zargar | ||
11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Middleton, State of Wisconsin, on the 20th day of December, 2019.
| ROV INTERNATIONAL HOLDINGS LLC | |||
|
|
By:
|
/s/ Ehsan Zargar | |
| Ehsan Zargar | |||
| Executive Vice President and Secretary | |||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby
constitutes and appoints Ehsan Zargar his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and
file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in
connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or
appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed
below on December 20, 2019 by the following persons in the capacities indicated.
|
Signature
|
|
Title
|
|
|
/s/ David M. Maura
|
|
President
(Principal Executive Officer)
|
|
| David M. Maura | |||
|
/s/ Jeremy Smeltser
|
|
Executive Vice President
(Principal Financial Officer and Principal Accounting Officer)
|
|
| Jeremy Smeltser | |||
|
ROV HOLDING, INC.
|
|
Sole Member
|
|
|
By:
|
/s/ Ehsan Zargar
|
||
|
Name:
|
Ehsan Zargar
|
||
|
Title:
|
Executive Vice President and Corporate Secretary
|
||
12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Middleton, State of Wisconsin, on the 20th day of December, 2019.
| SALIX ANIMAL HEALTH, LLC | |||
|
|
By:
|
/s/ Ehsan Zargar | |
| Ehsan Zargar | |||
| Senior Vice President, Secretary and General Counsel | |||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby
constitutes and appoints Ehsan Zargar his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and
file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in
connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or
appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed
below on December 20, 2019 by the following persons in the capacities indicated.
|
Signature
|
|
Title
|
|
|
/s/ John Pailthorp
|
|
President
(Principal Executive Officer)
|
|
| John Pailthorp | |||
|
/s/ Joanne P. Chomiak
|
|
Vice President and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
|
|
| Joanne P. Chomiak | |||
|
SPECTRUM BRANDS, INC.
|
|
Sole Member
|
|
|
By:
|
/s/ Ehsan Zargar
|
||
|
Name:
|
Ehsan Zargar
|
||
|
Title:
|
Executive Vice President, Corporate Secretary and General Counsel
|
||
13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Middleton, State of Wisconsin, on the 20th day of December, 2019.
| SB/RH HOLDINGS, LLC | |||
|
|
By:
|
/s/ Ehsan Zargar | |
| Ehsan Zargar | |||
|
Executive Vice President, Corporate
Secretary and General Counsel
|
|||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby
constitutes and appoints Ehsan Zargar his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and
file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in
connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or
appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed
below on December 20, 2019 by the following persons in the capacities indicated.
|
Signature
|
|
Title
|
|
|
/s/ David M. Maura
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
| David M. Maura | |||
|
/s/ Jeremy Smeltser
|
|
Executive Vice President, Chief Financial Officer and
Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
| Jeremy Smeltser | |||
|
SPECTRUM BRANDS LEGACY, INC.
|
|
Sole Member
|
|
|
By:
|
/s/ Ehsan Zargar
|
||
|
Name:
|
Ehsan Zargar
|
||
|
Title:
|
Senior Vice President and Secretary
|
||
14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Middleton, State of Wisconsin, on the 20th day of December, 2019.
| SCHULTZ COMPANY | |||
|
|
By:
|
/s/ Ehsan Zargar | |
| Ehsan Zargar | |||
| Vice President | |||
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby
constitutes and appoints Ehsan Zargar his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and
file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in
connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or
appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed
below on December 20, 2019 by the following persons in the capacities indicated.
|
Signature
|
|
Title
|
|
/s/ Troy Duecker
|
|
President
(Principal Executive Officer)
|
| Troy Duecker | ||
|
/s/ Robert D. Miller
|
|
Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
| Robert D. Miller | ||
|
/s/ Joanne P. Chomiak
|
|
Director
|
| Joanne P. Chomiak | ||
|
/s/ Ehsan Zargar
|
|
Director
|
| Ehsan Zargar | ||
15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Middleton, State of Wisconsin, on the 20th day of December, 2019.
| SHASER, INC. | |||
|
|
By:
|
/s/ Ehsan Zargar | |
| Ehsan Zargar | |||
| Secretary | |||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby
constitutes and appoints Ehsan Zargar his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and
file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in
connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or
appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed
below on December 20, 2019 by the following persons in the capacities indicated.
|
Signature
|
|
Title
|
|
/s/ David Albert
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
| David Albert | ||
|
/s/ Joanne P. Chomiak
|
|
Treasurer and Director
(Principal Financial Officer and Principal Accounting Officer)
|
| Joanne P. Chomiak | ||
|
/s/ Ehsan Zargar
|
|
Director
|
| Ehsan Zargar | ||
16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Middleton, State of Wisconsin, on the 20th day of December, 2019.
| SPECTRUM BRANDS PET GROUP INC. | |||
|
|
By:
|
/s/ Ehsan Zargar | |
| Ehsan Zargar | |||
| Vice President and Secretary | |||
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby
constitutes and appoints Ehsan Zargar his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and
file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in
connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or
appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed
below on December 20, 2019 by the following persons in the capacities indicated.
|
Signature
|
|
Title
|
|
/s/ John Pailthorp
|
|
President
(Principal Executive Officer)
|
| John Pailthorp |
||
|
/s/ Joanne P. Chomiak
|
|
Treasurer and Director
(Principal Financial Officer and Principal Accounting Officer)
|
| Joanne P. Chomiak | ||
|
/s/ Ehsan Zargar
|
|
Director
|
| Ehsan Zargar | ||
17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Middleton, State of Wisconsin, on the 20th day of December, 2019.
| SPECTRUM BRANDS PET LLC | |||
|
|
By:
|
Salix Animal Health, LLC | |
| its managing member | |||
|
|
By:
|
/s/ Ehsan Zargar | |
| Ehsan Zargar | |||
|
Senior Vice President, Corporate Secretary
and General Counsel
|
|||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby
constitutes and appoints Ehsan Zargar his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and
file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in
connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or
appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed
below on December 20, 2019 by the following persons in the capacities indicated.
|
Signature
|
|
Title
|
|
|
/s/ John Pailthorp
|
|
President
(Principal Executive Officer)
|
|
| John Pailthorp |
|||
|
/s/ Joanne P. Chomiak
|
|
Vice President and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
|
|
| Joanne P. Chomiak |
|||
|
SALIX ANIMAL HEALTH, LLC
|
|
Managing Member
|
|
|
By:
|
/s/ Ehsan Zargar
|
||
|
Name:
|
Ehsan Zargar
|
||
|
Title:
|
Senior Vice President, Secretary and
General Counsel
|
||
|
ALASKA MERGER ACQUISITION CORP.
|
|
Member
|
|
| By: |
/s/ Ehsan Zargar | ||
|
Name:
|
Ehsan Zargar
|
||
|
Title:
|
Vice President
|
||
18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Middleton, State of Wisconsin, on the 20th day of December, 2019.
| UNITED INDUSTRIES CORPORATION | |||
|
|
By:
|
/s/ Ehsan Zargar | |
| Ehsan Zargar | |||
| Vice President and Assistant Secretary | |||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby
constitutes and appoints Ehsan Zargar his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and
file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in
connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agent, proxy and attorney-in-fact full power and authority to do and perform each and every act and thing necessary or
appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed
below on December 20, 2019 by the following persons in the capacities indicated.
|
Signature
|
|
Title
|
|
/s/ Randy Lewis
|
|
President
(Principal Executive Officer)
|
| Randy Lewis | ||
|
/s/ Robert D. Miller
|
|
Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
| Robert D. Miller | ||
|
/s/ Joanne P. Chomiak
|
|
Director
|
| Joanne P. Chomiak | ||
|
/s/ Ehsan Zargar
|
|
Director
|
| Ehsan Zargar | ||
19