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):
October
9, 2008 (October 8, 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
1.02. Termination of a Material Definitive Agreement.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
October 9, 2008, Spectrum Brands, Inc. (the "Company") announced
that Amy Yoder voluntarily resigned from her position as President, United
Industries, the president of the Company's Home & Garden Business Segment,
effective as of October 8, 2008, to pursue other opportunities.
In connection with Ms. Yoder's
resignation, the Company and Ms. Yoder entered into a separation agreement,
dated October 9, 2008 (the "Separation
Agreement"). The Separation Agreement entitles Ms. Yoder to
the following cash payments:
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·
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$500,000
as salary continuation, payable in equal monthly
installments;
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bonuses
for fiscal year 2008 to which Ms. Yoder would otherwise have been entitled
under her Employment Agreement with the Company, entered into as of March
27, 2007 and as amended on June 9, 2008 (the "Employment
Agreement") but for her resignation, in each case subject to the
Company's satisfaction of performance
measures;
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·
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$250,000
as payment for fiscal year 2008 under the Company's long term incentive
plan, payable at the time bonuses under the Company's long term incentive
plan are otherwise paid to Company's
employees;
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·
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the
value of Ms. Yoder's accrued and used vacation;
and
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·
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$225,000
payable on December 31, 2008.
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In
addition, under the Separation Agreement, Ms. Yoder is entitled to certain other
benefits, including 15-month continuation of medical and other welfare benefits,
continued coverage under the Company's director and officer insurance, continued
monthly car allowance payments until January 30, 2010 and outplacement
services. The Separation Agreement also provides for mutual general
releases, subject to certain customary carve-outs.
As a result of the Separation
Agreement, only the noncompetition, nonsolicitation and confidentiality
agreements and certain other provisions regarding interpretation and remedies of
the Employment Agreement remain in effect. The Separation Agreement
provides that all other agreements between Ms. Yoder and the Company, including,
but not limited to, the Retention Agreement entered into as of June 8, 2008
between Ms. Yoder and the Company (the "Retention
Agreement"), are terminated.
The Employment Agreement was filed with
the Securities and Exchange Commission as Exhibit 10.8 to the Company's
Quarterly Report on Form 10-Q on August 10, 2007, and the amendment to the
Employment Agreement was filed with the Securities and Exchange Commission as
Exhibit 10.22 to the Company's Quarterly Report on Form 10-Q on August 8,
2008. The Retention Agreement was filed with the Securities and
Exchange Commission as Exhibit 10.20 to the Company's Quarterly Report on Form
10-Q on August 8, 2008.
Effective upon Ms. Yoder's resignation,
David Lumley, President of the Company's Global Battery & Personal Care
Business Segment, will oversee the day-to-day operations of the Home &
Garden Business Segment in addition to his current responsibilities with the
Company. Mr. Lumley will also lead the Company's continuing efforts
to review its Home & Garden organization and infrastructure in an effort to
make this business more focused and cost effective and to drive profitable
growth.
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. 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: October
9, 2008
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SPECTRUM
BRANDS, INC.
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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,
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Chief
Financial Officer and
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Chief
Accounting Officer
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