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
21, 2008 (November 20, 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
November 20, 2008, Spectrum Brands, Inc. (the "Company") received
written notice (the "Trading Price
Notice") from the New York Stock Exchange, Inc. ("NYSE") that the
Company had fallen below the NYSE's continued listing standard set forth in
Section 802.01C of the NYSE Listed Company Manual because over a consecutive 30
trading-day period the average closing price of the Company's securities was
less than $1.00. As of November 19, 2008, the Company's 30
trading-day average closing price of its common stock was $0.95.
Under
applicable NYSE rules, the Company must bring its share price and 30 trading-day
average share price back above $1.00 within six months following receipt of the
Trading Price Notice by the Company. If shareholder approval is
necessary to implement any cure procedures, the Company is required to obtain
such approval no later than its next annual meeting of shareholders and
implement the procedures shortly after such approval. If the Company
cannot timely cure the price condition, it will be subject to NYSE suspension
and delisting procedures.
The
Company previously disclosed its receipt of a separate non-compliance notice
from the NYSE described in the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on November 5, 2008 relating to the
Company's failure to maintain at least $75 million in total market
capitalization and stockholder's equity.
Although
the Company intends to cure these deficiencies and to return to compliance with
the NYSE's continued listing standards, there can be no assurance that it will
be able to do so. In addition, the Company's listing on the NYSE
remains subject to the other eligibility criteria under the NYSE rules,
including maintaining an average market capitalization over a consecutive 30
trading-day period of at least $25 million. At any time, the NYSE may
also determine that continued listing of the stock is no longer suitable,
including based on such factors as an abnormally low selling price or volume of
trading for the stock.
As
required by applicable NYSE rules, the Company plans to notify the NYSE of its
intent to cure the price condition within 10 business days of receipt of
the Trading Price Notice, or by December 5, 2008. The
Company's common stock remains listed on the NYSE under the symbol "SPC” with a
".BC" indicator by the NYSE to signify that the Company is not currently in
compliance with the NYSE's continued listing standards.
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 notice disrupts current plans and operations; (2)
difficulty or unanticipated expenses in connection with timely developing a plan
to achieve compliance that is acceptable to the NYSE, (3) the potential for the
Company to be considered below criteria with respect to other NYSE listing
standards or otherwise unsuitable for continued listing 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 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 21, 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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