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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
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SEC
FILE NUMBER
001-13615
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CUSIP
NUMBER
84762L105
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(Check
one):
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o Form
10-K
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x Form
10-Q
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o Form
10-D
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| For Period Ended: |
December 28, 2008
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o Transition
Report on Form 10-K
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o Transition
Report on Form 20-F
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o Transition
Report on Form 11-K
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o Transition
Report on Form 10-Q
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o Transition
Report on Form N-SAR
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For
the Transition Period Ended:
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Read
Instruction (on back page) Before Preparing Form. Please Print or
Type.
Nothing
in this form shall be construed to imply that the Commission has verified
any information contained
herein.
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If
the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART
I — REGISTRANT INFORMATION
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Spectrum
Brands, Inc.
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Full
Name of Registrant
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Former
Name if Applicable
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Six
Concourse Parkway, Suite 3300
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Address
of Principal Executive Office (Street and
Number)
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Atlanta,
Georgia 30328
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City,
State and Zip Code
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PART
II — RULES 12b-25(b) AND (c)
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If
the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if
appropriate)
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| x |
(a)
The reason described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense
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(b)
The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition report
on Form 10-Q or subject distribution report on Form 10-D, or portion
thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and
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(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
(Attach
extra Sheets if Needed)
The registrant was unable to complete
its Form 10-Q for the quarter ended December 28, 2008 (the "Report") within the
prescribed period because of delays in completing its unaudited financial
statements and management's discussion and analysis of financial condition and
results of operations.
On February 3, 2009, the registrant and
each of its wholly owned United States subsidiaries (such subsidiaries, together
with the registrant, the "Debtors") filed voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy
Court for the Western District of Texas. In connection with the
chapter 11 filing, the Debtors entered into a restructuring and support
agreement with the holders of, in the aggregate, approximately 70% of the face
value of the registrant's outstanding senior subordinated notes with respect to
a significant financial restructuring of the Debtors' subordinated
indebtedness. Pursuant to the agreement, the holders have agreed
subject to the terms and conditions of the agreement, among other things, to
support the plan and, upon receipt of a bankruptcy court approved disclosure
statement and when properly solicited to do so, to vote all of their respective
senior subordinated note claims in favor of the proposed plan.
Pursuant to the provisions of the
proposed plan all of the registrant's existing obligations under the senior
subordinated public notes and related indentures will be exchanged for new
common stock and a new series of senior subordinated notes of the reorganized
company to be issued to holders of the existing senior subordinated
notes. Existing common stock will be extinguished under the proposed
plan, and no distributions will be made to holders of the current
equity. The registrant's obligations to pay principal and interest on
its senior debt would remain unchanged. The claims of existing
creditors other than the holders of the Public Notes would be reinstated and
unimpaired.
The process of negotiating the
proposed plan and preparing for a related chapter 11 bankruptcy filing has
consumed a significant amount of management's time causing delays in completing
the required disclosure and rendering management unable to complete the Report
in a timely manner. Moreover, the registrant needs time to
appropriately prepare a description of the recent events leading to the
bankruptcy filing in order to provide more complete disclosure in its
Report. The registrant could not have diverted management's time away
from the preparations for the chapter 11 bankruptcy filing without unreasonable
effort or expense. However, it is currently anticipated that the
Report will be filed on or before the fifth calendar day following the
prescribed due date of the Report, or February 11, 2009.
PART
IV — OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this
notification
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Anthony
L. Genito
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(770)
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829-6200
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(Name)
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(Area
Code)
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(Telephone
Number)
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| (2) |
Have
all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer
is no, identify report(s).
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Yes
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[x]
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No
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[ ]
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| (3) |
Is
it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
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Yes
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[
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No
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[x]
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If
so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be
made.
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Spectrum
Brands, Inc.
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(Name
of Registrant as Specified in Charter)
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has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date
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February
6, 2009
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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,
Chief
Financial Officer and
Chief
Accounting Officer
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2
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ATTENTION
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C.
1001).
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