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):
June
12, 2008 (June 9, 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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
Effective June 9, 2008, Spectrum Brands, Inc. (the “Company”) entered into the
following agreements: (1) the Restricted Stock Award Agreement with Kent J.
Hussey, the Company’s Chief Executive Officer (the “Hussey Award”); (2) a letter
agreement with John A. Heil, the Company’s President - Global Pet Supplies (the
“Heil Agreement”); and (3) individual Retention Agreements with Anthony L.
Genito, the Company’s Executive Vice President and Chief Financial Officer,
David R. Lumley, the Company’s President - Global Batteries & Personal Care,
and Amy J. Yoder, the Company’s President - Home & Garden (each a “Retention
Agreement,” and collectively, the “Retention Agreements”).
In
addition, effective June 9, 2008, the Company amended the following agreements:
(4) the Employment Agreement by and between the Company and Kent J. Hussey,
dated April 1, 2005 and amended June 29, 2007 (the “Second Hussey Amendment”);
and (5) the Employment Agreement, dated March 27, 2007, by and between the
Company and Amy J. Yoder (the “Yoder Amendment”).
The Hussey
Award
The
Company has granted Mr. Hussey 100,000 shares of the Company’s common stock, par
value $.01 per share, subject to certain restrictions with 50% of the shares
vesting on the first and second anniversaries of the effective date of the
grant. The restrictions will lapse immediately if Mr. Hussey’s
employment with the Company (or its subsidiaries or affiliates) is terminated by
the Company without “Cause” (as defined in Mr. Hussey’s employment agreement or
severance agreement) or in the event of Mr. Hussey’s death or “disability” (as
defined in the Company’s disability policy), or upon a “Change in Control” of
the Company (as defined in The 2004 Rayovac Incentive Plan). Mr.
Hussey will forfeit all shares subject to restrictions that have not lapsed in
the event that Mr. Hussey’s employment with the Company (or its subsidiaries or
affiliates) is terminated for any reason other than without Cause, death,
Disability, or termination as a result of Constructive Termination (as defined
in Mr. Hussey’s employment agreement). The Compensation Committee of
the Board of Directors of the Company (the “Compensation Committee”) may, in its
sole discretion, accelerate the expiration of any restriction period, waive any
restrictions or waive any forfeiture of shares under this award.
The Heil
Agreement
In
recognition of Mr. Heil’s past and continued services, and in connection with
Mr. Heil’s termination arising from the Company’s sale of its Global Pet
Business, the Compensation Committee has approved the Heil
Agreement. Under the terms of the Heil Agreement, Mr. Heil will
receive a cash payment of $337,500 (less such amounts the Company
2
is
required to withhold under applicable law) no later than thirty (30) days after
the closing of the sale of the Company’s global pet supply and aquatic
business. In addition, all restrictions remaining on shares issued to
Mr. Heil under the restricted stock award agreements between the
Company and Mr. Heil (dated April 1, 2005 in the amount of 25,000 shares and
February 1, 2006 in the amount of 18,000 shares) shall lapse immediately
before Mr. Heil’s termination.
Retention
Agreements
In
order to incentivize the continued service of Messrs. Genito and Lumley and Ms.
Yoder (each an “Executive,” and collectively the “Executives”), the Board of
Directors of the Company has authorized the grant of a retention
incentive. The Retention Agreements are subject to the terms of the
Executives’ respective employment agreements. The term of each
Retention Agreement runs through and includes December 31, 2009. Each
Retention Agreements reserves the Company’s rights to terminate an Executive’s
employment at any time, and the Executives have the right to terminate their
employment with the Company at any time.
Under
the Retention Agreements, Messrs. Genito and Lumley and Ms. Yoder will receive
cash payments in an amount equal to
$562,500, $787,500 and $600,000 respectively
(each a “Retention Incentive,” and collectively the “Retention
Incentives”). If an Executive is employed by the Company on December
31, 2008, he/she will receive 50% of his/her Retention Incentive on the
Company’s first payroll following December 31, 2008 (less deductions required by
law). If the Executive is employed by the Company on December 31,
2009, he/she will receive 50% of his/her Retention Incentive on the Company’s
first payroll following December 31, 2009 (less deductions required by
law). If, before December 31, 2009, there is a “Change in Control”
(as defined in each Executive’s employment agreement) any portion of the
Retention Incentive not yet paid will be paid upon the Change in
Control.
In
the event an Executive terminates his/her employment for “Good Reason” (as
defined in each Executive’s employment agreement) or in the event the Company
terminates an Executive without “Cause” (as defined in each Executive’s
employment agreement), the Executive shall be paid the Retention Incentive that
would have been paid to Executive but for the early termination of Executive’s
employment. If the Executive voluntarily ends his/her employment
without Good Reason or his employment is terminated by the Company for Cause
before December 31, 2009, the Executive will forfeit any and all unpaid
Retention Incentive payments.
The Second Hussey
Amendment
The
Second Hussey Amendment modifies the Amended and Restated Employment Agreement,
dated April 1, 2005, by and between the Company and Mr. Hussey, as amended on
June 29, 2007 (the “Hussey Employment Agreement”). The Second Hussey
Amendment provides as follows:
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Mr.
Hussey’s “Base Salary” (as defined in the Hussey Employment Agreement) is
increased from $750,000 to $825,000, effective June 1,
2008;
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the
target upon which Mr. Hussey’s “Bonus” (as defined in the Hussey
Employment Agreement) is based is increased from 100% to
125% of Mr. Hussey’s annual base salary, effective with the
bonus payable to Mr. Hussey for the Company’s 2008 fiscal year;
and
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the
target upon which Mr. Hussey’s long-term incentive award is based is
increased from 150% to 175% of Mr. Hussey’s annual base salary, effective
with the long-term incentive award payable to Mr. Hussey for the Company’s
2009 fiscal year.
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The
Second Hussey Amendment also contemplates the execution of the Hussey Award, as
described above.
The Yoder
Amendment
The
Yoder Amendment modifies the Employment Agreement, dated March 27, 2007, by and
between the Company and Ms. Yoder (the “Yoder Employment
Agreement”). The Yoder Amendment provides that the target upon which
Ms. Yoder’s “Bonus” (as defined in the Yoder Employment Agreement) is based is
increased from 75% to 100% of Ms. Yoder’s annual base salary, effective with the
bonus payable to Ms. Yoder for the Company’s 2008 fiscal year.
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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: June 12, 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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