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):
November
11, 2008 (November 5, 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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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.
Incentive
Program
On November 5, 2008, the Compensation
Committee of the Board instituted a new one-time, long term incentive program
for Kent J. Hussey, the Company's chief executive officer, Anthony L. Genito,
the Company's chief financial officer and chief accounting officer, Mr. Heil and
Mr. Lumley. The program, which is in addition to the Company’s
existing long term incentive program, provides that each such executive is
entitled to receive an aggregate cash amount equal to one-half of such
executive's target long term incentive award as set forth in each such
executive’s employment agreement, as amended, calculated based on such
executive's annual base salary as of the end of the Company's 2008 fiscal
year. The aggregate amount payable to each executive under the
program is as follows: to Mr. Hussey, $721, 875, to Mr. Genito, $187,500, to Mr.
Lumley, $393,750, and to Mr. Heil, $337,500. In addition, the program
provides that the total amounts are payable in two equal installments, the first
installment payable on or prior to December 31, 2008 and the second installment
payable on or prior to December 15, 2009. Each payment to an
executive under the program is contingent on such executive's continued
employment through the applicable payment date.
Lumley
and Heil Employment Agreements
On November 10, 2008, the Company
entered into amendments to the respective employment agreements of David R.
Lumley, the Company's co-chief operating officer and president of its Global
Batteries and Personal Care segment and Home and Garden segment, and John A.
Heil, the Company's co-chief operating officer and president of the its Global
Pet Supplies segment, to increase their respective annual base
salaries. Pursuant to the amendments, Mr. Lumley's salary was
increased from $525,000 to $600,000 and Mr. Heil's salary was increased from
$450,000 to $500,000, in each case effective as of the pay period that started
November 1, 2008.
Hussey
Retention Agreement
In addition, also on November 10, 2008,
in order to incentivize the continued service of Mr. Hussey, the Company entered
into a Retention Agreement with Mr. Hussey (the "Hussey Retention
Agreement"). The Hussey Retention Agreement is subject to the terms
of Mr. Hussey's amended and restated employment agreement and contains a
retention period that runs through and includes December 31, 2009.
Under the Hussey Retention Agreement,
Mr. Hussey is entitled to receive cash payments in an amount equal to $1,237,500
(the "Retention Incentive") according to the following schedule. If
Mr. Hussey is employed by the Company on December 31, 2008, he is entitled to
receive 50% of his Retention Incentive on the Company's first payroll following
December 31, 2008 (less deductions required by law). If Mr. Hussey is
employed by the Company on December 31, 2009, he is entitled to receive the
remaining
50%
of his Retention Incentive on the Company's first payroll following December 31,
2009 (less deductions required by law). The payments may be
accelerated upon the occurrence of certain events, including a change in control
of the Company or certain events of termination of Mr. Hussey's employment with
the Company without cause or as a result of constructive
termination.
Forward-Looking
Statements
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, without limitation, factors which can be found in the
Company’s securities filings, including the most recently filed Annual Report on
Form 10-K or Quarterly Report on Form 10-Q. 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: November 11,
2008
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SPECTRUM BRANDS,
INC.
By: /s/ Anthony L.
Genito_________
Name: Anthony L.
Genito
Title: Executive Vice
President,
Chief Financial Officer
and
Chief Accounting
Officer
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