As
filed with the Securities and Exchange Commission on October 15,
2009
Registration No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SPECTRUM
BRANDS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of
incorporation
or organization)
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22-2423556
(I.R.S.
Employer Identification No.)
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Six
Concourse Parkway, Suite 3300, Atlanta, Georgia 30328
(Address
of Principal Executive Offices) (Zip Code)
Spectrum
Brands, Inc. 2009 Incentive Plan
(Full
title of the plan)
John
T. Wilson, Esq.
Senior
Vice President, Secretary and General Counsel
Spectrum
Brands, Inc.
Six
Concourse Parkway, Suite 3300
Atlanta,
Georgia 30328
(770)
829-6200
(Name,
Address and Telephone Number,
Including
Area Code, of Agent for Service)
___________________________________
CALCULATION
OF REGISTRATION FEE
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Title
Of Securities To Be Registered
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Amount
To Be
Registered
(1)
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Proposed
Maximum Offering
Price
Per Share (2)
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Proposed
Maximum Aggregate
Offering
Price (2)
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Amount
Of
Registration
Fee (3)
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Common
Stock, par value $0.01 per share (1)
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3,333,333
shares
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$22.90
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$76,333,325.70
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$4,259.40
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(1)
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Pursuant
to Rule 416 under the Securities Act of 1933, as amended, (the “Securities
Act”) this Registration Statement shall also cover, in addition to the
number of shares stated above, an indeterminate number of additional
shares of Common Stock, par value $0.01 per share (“Common Stock”), of the
Registrant which may become issuable under the Registrant’s 2009 Incentive
Plan (the “2009 Incentive Plan”) by reason of certain corporate
transactions or events, including any stock dividend, stock split or any
other similar transaction effected
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which
results in an increase in the number of the Registrant’s outstanding
shares of Common Stock.
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(2)
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Estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457(c) and Rule 457(h) under the Securities Act, based on the
average of the high and low prices of the Common Stock reported on the OTC
Bulletin Board on October 13, 2009.
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(3)
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The
registration fee has been calculated pursuant to Section 6(b) of the
Securities Act by multiplying .00005580 by the proposed maximum aggregate
offering price (as computed in accordance with Rule 457 under the
Securities Act solely for the purpose of determining the registration fee
of the securities registered
hereby).
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2
EXPLANATORY
NOTE
As
previously reported, on February 3, 2009, Spectrum Brands, Inc. (the “Company”)
and its United States subsidiaries (together with the Company, collectively, the
“Debtors”) filed voluntary petitions in the United States Bankruptcy Court for
the Western District of Texas (the “Bankruptcy Court”) seeking reorganization
relief under the provisions of Chapter 11 of Title 11 of the United States
Bankruptcy Code. On July 15, 2009, the Bankruptcy Court entered a written order
(the “Confirmation Order”) confirming the Debtors’ Joint Plan of Reorganization,
as amended by the first modification and the second modification (the amended
plan as so confirmed, the “Plan”).
On
August 28, 2009 (the “Effective Date”), the Plan became effective and the
Debtors emerged from reorganization proceedings under the United States
Bankruptcy Code.
On
the Effective Date, by operation of the Plan, the Company’s old common stock and
other equity interests existing immediately prior to the Effective Date (the
“Old Equity”) were cancelled and the Company issued new shares of common stock,
par value $0.01 per share (the “New Common Stock”). Upon the Effective Date, by
operation of the Plan and in connection with the cancellation of the Old Equity,
any and all equity awards granted under, and understandings with respect to
participation in the Company’s incentive equity plans in effect prior to the
Effective Date became null and void as of the Effective Date.
On
the Effective Date, pursuant to the Plan, the 2009 Incentive Plan (the “2009
Incentive Plan”) for all members of management (including the named executive
officers), employees, and directors of the reorganized Debtors and any of the
Company’s other subsidiaries as are designated by the Company’s board of
directors, or a committee designated by such board of directors, with respect to
the New Common Stock became effective. Effective as of the Effective
Date, the Company’s board of directors adopted a new management equity
program(the “Management Equity Program”) under the 2009 Incentive Plan. Under
the Management Equity Program, grants will be made over a three-year period in
three tranches and will consist of a mix of stock options and restricted stock
units. The Management Equity Program adopted by the Company’s board of
directors on the Effective Date, contemplates grants of up to 7.5% of the
total number of shares of New Common Stock issued or reserved for issuance on
the Effective Date, equating to 2,500,000 shares, out of the total of 3,333,333
shares available to be granted under the 2009 Incentive Plan.
This
Registration Statement on Form S-8 registers the issuance of an aggregate of
3,333,333 shares of Common Stock authorized for issuance under the 2009
Incentive Plan.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information specified in Part I will be sent or given
to employees as specified by Rule 428(b)(1). Such documents are not being filed
with the Securities and Exchange Commission (the “Commission”) either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule
3
424.
Such documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities
Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of
Documents by Reference.
The
Registrant is subject to the informational and reporting requirements of
Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and in accordance therewith files reports, proxy
statements and other information with the Commission. The following documents,
which are on file with the Commission, are incorporated in this Registration
Statement by reference:
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(1)
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Annual
Report on Form 10-K for the fiscal year ended September 30, 2008 (as
updated by the Current Report on Form 8-K filed with the SEC on September
18, 2009);
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(2)
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Quarterly
Reports on Form 10-Q for the fiscal quarters ended December 28, 2008,
March 29, 2009 and June 28, 2009;
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(3)
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Current
Reports on Form 8-K filed with the SEC on October 10, 2008, October 27,
2008, November 5, 2008, November 12, 2008, November 21, 2008, December 16,
2008, February 3, 2009, February 9, 2009, February 27, 2009, March 11,
2009, March 26, 2009, April 10, 2009, April 15, 2009, April 22, 2009, May
5, 2009, May 12, 2009, June 1, 2009, June 15, 2009, June 17, 2009, June
25, 2009, July 16, 2009, August 7, 2009, August 26, 2009, August 31, 2009,
September 2, 2009, September 15, 2009, September 18, 2009, October 5, 2009
and October 13, 2009; and
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(4)
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The
description of Common Stock contained in the Registrant’s Current Report
on Form 8-K filed with the SEC on October 5,
2009.
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All
documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock offered hereby have
been sold or which deregisters all shares of Common Stock then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of the filing of such documents.
Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item
4. Description of
Securities.
Not
applicable.
4
Item
5. Interests of Named
Experts and Counsel.
The
legality of the shares of Common Stock being registered by this Registration
Statement has been passed upon by John T. Wilson, Esq., who is the Senior Vice
President, Secretary and General Counsel of the Registrant. As an
employee of the Registrant, Mr. Wilson is eligible to participate in, and
will likely receive awards under, the 2009 Incentive Plan.
Item 6.
Indemnification of Directors and
Officers.
Section
145 of the Delaware General Corporation Law provides that a corporation may
indemnify directors and officers, as well as employees and agents, against
expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement, that are actually and reasonably incurred in connection with various
actions, suits or proceedings, whether civil, criminal, administrative or
investigative other than an action by or in the right of the corporation, known
as a derivative action, if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if they had
no reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys’ fees) actually and reasonably incurred
in connection with the defense or settlement of such actions, and the statute
requires court approval before there can be any indemnification if the person
seeking indemnification has been found liable to the corporation. The statute
provides that it is not excluding other indemnification that may be granted by a
corporation’s bylaws, disinterested director vote, stockholder vote, agreement
or otherwise.
The
Certificate of Incorporation of the Company (the “Certificate of Incorporation”)
contains an indemnification provision that provides that the Company will
indemnity and hold harmless, to the fullest extent permitted by applicable law,
each person who was or is made a party or is threatened to be made a party to or
is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a director or
officer of us, or has or had agreed to become a director of us, or, while a
director or officer of us, is or was serving at our request as a director,
officer, employee or agent of another entity or enterprise, including service
with respect to employee benefit plans, against all liability and loss suffered
and expenses (including attorneys’ fees) reasonably incurred by such person in
connection therewith. The Certificate of Incorporation also provides
that the Company will pay the expenses incurred in defending any such proceeding
in advance of its final disposition, to the extent not prohibited by applicable
law and, to the extent required by applicable law, the Company receives an
undertaking to repay such amount advanced if it is ultimately determined that
such person is not entitled to be indemnified. These rights are not
exclusive of any other right that any person may have or acquire under any
statute, provision of the Certificate of Incorporation, bylaw, agreement, vote
of stockholders or disinterested directors or otherwise.
The
Certificate of Incorporation provides that, to the fullest extent permitted
under the Delaware General Corporation Law, none of the Company's directors will
be
5
personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director. This provision is known as an
exculpation provision. This exculpation provision is limited by
Section 102(b)(7) of the Delaware General Corporation Law, which prohibits the
elimination or limitation of the personal liability of a director:
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·
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for
any breach of the director’s duty of loyalty to the Company or its
stockholders;
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·
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for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of
law;
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·
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for
payments of unlawful dividends or unlawful stock purchases or redemptions
under Section 174 of the Delaware General Corporation Law;
or
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·
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for
any transaction from which the director derived an improper personal
benefit.
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The
Certificate of Incorporation provides that any repeal or amendment of the
indemnification or the exculpation provision by the stockholders of the Company
or by changes in law, or the adoption of any other provision of the Certificate
of Incorporation inconsistent with this provision, will, unless otherwise
required by law, be prospective only (except, with respect to the
indemnification provision, such amendment or change permits the Company to
provide broader rights retroactively), and will not in any way diminish or
adversely affect any right or protection of a director of the Company existing
at the time of such repeal or amendment or adoption of such inconsistent
provision in respect of any act or omission occurring prior to such repeal or
amendment or adoption of such inconsistent provision.
In
addition, the Company maintains liability insurance for its directors and
officers and for the directors and officers of its majority-owned subsidiaries.
This insurance provides for coverage, subject to certain exceptions, against
loss from claims made against directors and officers in their capacity as such,
including claims under the federal securities laws.
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Item 7.
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Exemption from Registration
Claimed.
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Not
applicable.
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Item
8.
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Exhibits.
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The
Exhibit Index immediately preceding the exhibits is incorporated herein by
reference.
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Item
9.
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Undertakings.
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a. The
undersigned Registrant hereby undertakes:
6
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(1)
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To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration
Statement;
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(iii)
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To
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
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provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (15
U.S.C. 78m or 78o(d)) that are incorporated by reference in the Registration
Statement.
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(2)
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That,
for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
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b. The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in
7
this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
c. Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described under Item 6 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
8
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on this 15th day of
October, 2009.
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SPECTRUM
BRANDS, INC.
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By:
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/s/
Anthony
L. Genito
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Anthony
L. Genito
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Executive
Vice President,
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Chief
Financial Officer and Chief
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Accounting
Officer
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Power
of Attorney and Signatures
We,
the undersigned officers and directors of the Registrant, hereby severally
constitute and appoint Kent J. Hussey, Chairman of the Board and Chief Executive
Officer, Anthony L. Genito, Executive Vice President, Chief Financial Officer
and Chief Accounting Officer, and John T. Wilson, Senior Vice President, General
Counsel and Secretary, of Spectrum Brands, Inc., and each of them individually,
our true and lawful attorneys-in-fact with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
the Registrant to comply with all requirements of the Commission, hereby
ratifying and confirming our signatures as they may be signed by said
attorneys-in-fact, or any of them, to said Registration Statement and any and
all amendments thereto.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed below by the following persons in the capacities
indicated on October 15, 2009:
| /s/ Kent J. Hussey |
Chairman
of the Board of Directors and Chief Executive Officer (Principal Executive
Officer)
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Kent
J. Hussey
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| /s/ Anthony L. Genito |
Executive
Vice President, Chief Financial Officer and Chief Accounting Officer
(Principal Financial and Accounting Officer)
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Anthony
L. Genito
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| /s/ Kenneth C. Ambrecht |
Director
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Kenneth
C. Ambrecht
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S-1
| /s/Eugene I. Davis |
Director
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Eugene
I. Davis
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| /s/ Marc S. Kirschner |
Director
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Marc
S. Kirschner
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| /s/ Norman S. Matthews |
Director
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Norman
S. Matthews
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| /s/ Terry L. Polistina |
Director
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Terry
L. Polistina
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| /s/ Hugh R. Rovit |
Director
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Hugh
R. Rovit
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S-2
Exhibit
Index
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Exhibit
Number
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Description
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3.1
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Certificate
of Incorporation of Spectrum Brands, Inc., dated August 28, 2009
(1)
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3.2
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By-Laws
of Spectrum Brands, Inc., adopted as of August 28, 2009
(1)
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4.1
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Registration
Rights Agreement dated as of August 28, 2009, by and among Spectrum
Brands, Inc. and the investors listed on the signature pages thereto, with
respect to the Company’s 12% Senior Subordinated Toggle Notes due 2019
(1)
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4.2
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Registration
Rights Agreement dated as of August 28, 2009, by and among Spectrum
Brands, Inc. and the investors listed on the signature pages thereto, with
respect to Spectrum Brands, Inc.’s equity. (1)
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4.3
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Specimen
Common Stock Certificate (1)
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4.4
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See
Exhibits 3.1 and 3.2 for provisions of the Certificate of Incorporation
and By-Laws of the Registrant defining the rights of holders of Common
Stock (1)
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5.1
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Opinion
of John T. Wilson, Esq.
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10.1
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Spectrum
Brands, Inc. 2009 Incentive Plan (1)
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23.1
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Consent
of KMPG LLP, an independent registered public accounting
firm
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23.2
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Consent
of John T. Wilson, Esq (included in Exhibit 5.1)
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24.1
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Power
of Attorney (included in the signature pages of this Registration
Statement)
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(1)
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Incorporated
by reference to Spectrum Brands, Inc.’s Current Report on Form 8-K filed
with the Commission on August 31,
2009.
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EXHIBIT
5.1
October
15, 2009
Spectrum
Brands, Inc.
Six
Concourse Parkway, Suite 3300
Atlanta,
Georgia 30328
Re: Registration
Statement on Form S-8
Ladies
and Gentlemen:
I
am Senior Vice President, Secretary and General Counsel of Spectrum Brands,
Inc., a Delaware corporation (the “Registrant”), and am issuing this opinion in
connection with the preparation of a Registration Statement on Form S-8 (the
“Registration Statement”), for the purpose of registering with the United States
Securities and Exchange Commission (the “Commission”), under the Securities Act
of 1933, as amended (the “Securities Act”), 3,333,333 shares of common stock,
par value $0.01 per share (the “Common Stock”), of the Registrant issuable upon
the exercise of options to be granted under the Spectrum Brands, Inc. 2009
Incentive Plan (the “2009 Incentive Plan”), or upon the grant of stock
appreciation rights, restricted stock or other stock-based awards under the 2009
Incentive Plan (collectively, the “Plan Issuances”).
This opinion is being furnished in
accordance with the requirements of Item 601(b)(5) of Regulation S-K under the
Securities Act.
In connection with this opinion, I have
examined and am familiar with originals or copies, certified or otherwise
identified to my satisfaction, of (i) the Registration Statement in the form to
be filed with the Commission on the date hereof under the Securities Act; (ii) a
specimen certificate representing the Common Stock; (iii) the Certificate of
Incorporation and By-Laws of the Registrant, each as currently in effect; (iv)
certain resolutions adopted by the Board of Directors of the Registrant relating
to the 2009 Incentive Plan and certain related matters; and (v) the 2009
Incentive Plan. I have also examined originals or copies, certified
or otherwise identified to my satisfaction, of such records of the Registrant
and such other documents, certificates and records as I have deemed necessary or
appropriate as a basis for the opinion set forth herein.
In my examination, I have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as certified, conformed or
photostatic copies and the authenticity of the originals of such copies. In
making my examination of documents executed or to be executed by parties other
than the Registrant, I have assumed that such parties had or will have the
power, corporate or other, to enter into and perform all obligations thereunder
and I have also assumed the due authorization by all requisite action, corporate
or other, and execution and delivery by such parties of such documents and the
validity and binding effect thereof on such parties. As to any facts
material to the opinion expressed
herein
which I have not independently established or verified, I have relied upon
statements and representations of officers and other representatives of the
Registrant and others. I have assumed that each option or award
agreement setting forth the terms of each grant of options or other awards under
the 2009 Incentive Plan is consistent with the 2009 Incentive Plan and will be
duly authorized and validly executed and delivered by the parties thereto, and
that the consideration received by the Registrant for the Common Stock delivered
pursuant to the 2009 Incentive Plan will be in an amount at least equal to the
par value of such Common Stock. I have also assumed that, upon
issuance, stock certificates, if any, evidencing such Common Stock will be
manually signed by an authorized officer of the transfer agent and registrar for
the Common Stock and registered by such transfer agent and registrar and will
conform to the specimen stock certificate examined by me.
I am admitted to the practice of law in
the State of Georgia, and I do not express any opinion as to the laws of any
other jurisdiction other than the general corporation laws of the State of
Delaware that, in my experience, are normally applicable to transactions of the
type contemplated by the Plan Issuances and, to the extent that judicial or
regulatory orders or decrees or consents, approvals, licenses, authorizations,
validations, filings, recordings or registrations with governmental authorities
are relevant, to those required under such laws (all of the foregoing being
referred to as “Opined on Law”). I do not express any opinion as to
the effect of any laws (other than Opined on Law) on the opinion herein
stated. The opinion expressed herein is based on laws in effect on
the date hereof, which laws are subject to change with possible retroactive
effect, and I disclaim any undertaking to advise you of any subsequent changes
in the facts stated or assumed herein or of any subsequent changes in applicable
laws.
Based
upon and subject to the foregoing, I am of the opinion that the shares of Common
Stock issuable under the 2009 Incentive Plan have been duly authorized for
issuance by the Registrant and, when such shares of Common Stock have been paid
for and certificates therefor have been issued and delivered in accordance with
the terms of the 2009 Incentive Plan and any applicable award agreement, such
shares of Common Stock will be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this
opinion with the Commission as an exhibit to the Registration Statement. In
giving such consent, I do not thereby admit that I am in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.
2
This
opinion is furnished by me, as counsel to the Registrant, in connection with the
filing of the Registration Statement with the Commission and, except as provided
in the immediately preceding paragraph, is not to be used, circulated, quoted or
otherwise referred to for any other purpose without my express written
permission or relied upon by any other person.
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Very
truly yours,
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/s/ John T.
Wilson
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John
T. Wilson, Esq.
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Senior
Vice President, Secretary
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and
General Counsel
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3
EXHIBIT
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
Board of Directors and Shareholders
Spectrum
Brands, Inc.:
We
consent to the incorporation by reference in this Registration Statement on Form
S-8 of Spectrum Brands, Inc. and subsidiaries of our report dated December 10,
2008, except for note 11 for which the date is September 18, 2009, with respect
to the consolidated balance sheets of Spectrum Brands, Inc. and subsidiaries as
of September 30, 2008 and 2007, and the related consolidated statements of
operations, shareholders’ equity (deficit) and comprehensive income (loss), and
cash flows for each of the years in the three-year period ended September 30,
2008, the related financial statement schedule, and the effectiveness of
internal control over financial reporting as of September 30, 2008, which report
is included in the Current Report on Form 8-K filed by Spectrum Brands, Inc. and
subsidiaries on September 18, 2009.
Our
report refers to a change in the method of accounting for pension and other post
retirement benefits in 2007.
/s/
KMPG LLP
Atlanta,
Georgia
October
15, 2009