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 (Date of earliest event reported):
December
16, 2008 (December 15, 2008)
SPECTRUM
BRANDS, INC.
(Exact
name of registrant as specified in its charter)
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Wisconsin
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001-13615
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22-2423556
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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Six
Concourse Parkway, Suite 3300
Atlanta,
Georgia
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30328
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(770)
829-6200
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(Registrant’s
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last
report)
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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 (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On December 15, 2008, NYSE Regulation,
Inc. ("NYSE Regulation") announced that NYSE Regulation had determined that the
common stock of Spectrum Brands, Inc. (the "Company") should be suspended from
trading on the New York Stock Exchange (the "NYSE") prior to market opening on
December 22, 2008. NYSE Regulation noted that the decision to suspend
the Company's common stock was reached in view of the fact that the Company has
recently fallen below the NYSE's continued listing standard regarding average
global market capitalization over a consecutive 30 trading day period of not
less than $25 million, the minimum threshold for listing on the
NYSE. Application to the Securities and Exchange Commission ("SEC")
to delist the Company's common stock is pending the completion of the NYSE's
applicable procedures. The Company is currently quoted on the Pink
Sheet Electronic Quotation Service, and the Company may also pursue quotation on
other stock quotation systems. However there can be no assurances
that a broker-dealer will make a market in its common stock. This
transition to the over-the counter markets does not change the Company's SEC
reporting requirements.
Forward
Looking Information
This Current Report on Form 8-K
contains forward-looking statements, which are based on the Company's current
expectations and involve risks and uncertainties. The Company
cautions the reader that actual results could differ materially from the
expectations described in the forward-looking statements. These risks
and uncertainties include (1) the risk that the NYSE Regulation notice disrupts
current plans and operations, (2) the availability of broker-dealers to make a
market in the Company's common stock, (3) difficulties in issuing additional
securities in the over the counter market for financing or other purposes, or to
otherwise arrange for any financing the Company may need in the future and (4)
other factors, which can be found in the Company’s securities filings, including
the most recently filed Annual Report on Form 10-K. The Company also
cautions the reader that undue reliance should not be placed on any of the
forward-looking statements, which speak only as of the date of this Current
Report on Form 8-K. The Company undertakes no responsibility to
update any of these forward-looking statements to reflect events or
circumstances after the date of this report or to reflect actual
outcomes.
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.
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Date: December 16,
2008
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SPECTRUM BRANDS,
INC.
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By:
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/s/ Anthony L.
Genito
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Name:
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Anthony L.
Genito
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Title:
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Executive Vice
President,
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Chief Financial Officer
and
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Chief Accounting
Officer
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