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
10, 2008 (October 10, 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
3.03. Material Modification to Rights of Security Holders
On
October 10, 2008, Spectrum Brands, Inc. (the "Company") entered
into an agreement ("Tripartite
Agreement") with U.S. Bank National Association, a national banking
association duly organized and existing under the laws of the United States
("U.S. Bank")
and the trustee under the indenture governing the Company's senior subordinated
notes due 2015, and Wells Fargo Bank, National Association, a national banking
association duly organized and existing under the laws of the United States
("Wells Fargo")
and the trustee under the indenture governing the variable rate senior
subordinated notes due 2013 (the "2007 Indenture"),
pursuant to which U.S. Bank will replace Wells Fargo as trustee, paying agent,
registrar and custodian under the 2007 Indenture. In accordance with
the terms of the Tripartite Agreement and the notice of resignation delivered to
the Company by Wells Fargo pursuant to the terms of the 2007 Indenture, the
resignation and appointment will be effective as of October 24,
2008. The Company does not expect that the appointment of U.S. Bank
as trustee will have any impact on the rights of holders of the variable rate
senior subordinated notes or the Company's performance of its obligations under
the 2007 Indenture.
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 10,
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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