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:
April 27, 2005
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(Date of earliest event reported)
RAYOVAC CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Wisconsin 001-13615 22-2423556
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(State or other (Commission File No.) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
Six Concourse Parkway, Suite 3300, Atlanta, Georgia 30328
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(Address of principal executive offices, including zip code)
(770) 829-6200
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. OTHER EVENTS.
On April 27, 2005 Rayovac Corporation issued a press release, attached hereto
as Exhibit 99.1, which press release is incorporated herein by reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit
Number Description of Exhibit
99.1 Press Release dated April 27, 2005 issued by
Rayovac Corporation.
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.
Date: April 27, 2005 RAYOVAC CORPORATION
By: /s/ Randall J. Steward
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Name: Randall J. Steward
Title: Executive Vice President
and Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
99.1 Press Release dated April 27, 2005 issued by
Rayovac Corporation.
EXHIBIT 99.1
Rayovac Announces Filing of Shelf Registration
ATLANTA, April 27, 2005, (ROV:NYSE) - Rayovac Corporation announced today that
it has filed a Form S-3 shelf registration statement with the Securities and
Exchange Commission (SEC). When declared effective by the SEC, the registration
statement will permit Rayovac to issue, from time to time, up to an aggregate
of $1,181,750,000 of Rayovac common stock, preferred stock, debt securities,
warrants, stock purchase contracts and stock purchase units.
At the time any of the securities covered by the registration statement are
offered for sale, a prospectus will be prepared and filed containing specific
information about the terms of any such offering. When available, the written
prospectus may be obtained by contacting the underwriters named in the
prospectus or by contacting Rayovac.
The registration statement relating to these securities has been filed with the
Securities and Exchange Commission, but has not yet become effective. These
securities may not be sold, nor may offers to buy be accepted, prior to the
time the registration statement becomes effective. This communication shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
About Rayovac Corporation
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Rayovac recently announced its intention to change its corporate name to
Spectrum Brands, Inc. effective May 2, 2005, a change that was approved by
shareholders at the company's annual meeting earlier today. The stock will
trade on the New York Stock Exchange under the symbol SPC beginning on May 2.
Rayovac believes the new name better reflects its growth strategy of expanding
its portfolio of world-class consumer product brands in a broad array of growth
categories.
Rayovac is a global consumer products company and a leading supplier of
batteries, lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insecticides, personal care products and portable
lighting. Rayovac's products are sold by the world's top 20 retailers and are
available in over one million stores in 120 countries around the world.
Headquartered in Atlanta, Georgia, Rayovac generates approximately $2.5 billion
in annual revenues and has approximately 9,300 employees worldwide. The
company's stock currently trades on the New York Stock Exchange under the
symbol ROV.
Forward Looking Statements
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Certain matters discussed in this news release, with the exception of
historical matters, may be forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are subject
to a number of risks, uncertainties and other factors that could cause results
to differ materially from those anticipated as of the date of this release.
Actual results may differ materially from these statements as a result of (1)
our ability to achieve anticipated synergies and efficiencies as a result of
this transaction, (2) changes in external competitive market factors, such as
introduction of new product features or technological developments, development
of new competitors or competitive brands or competitive promotional activity or
spending, (3) changes in consumer demand for the various types of products
Rayovac and United offer, (4) changes in the general economic conditions where
Rayovac and United do business, such as stock market prices, interest rates,
currency exchange rates, inflation and raw material costs, (5) our ability to
successfully implement manufacturing, distribution and other cost efficiencies
and (6) various other factors, including those discussed herein and those set
forth in Rayovac's and United's securities filings, including their most
recently filed Forms 10Q and Annual Reports on Form 10-K.
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Investor Contact:
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Nancy O'Donnell
VP Investor Relations
770-829-6208