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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) April 20, 2006
Spectrum Brands, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Wisconsin 001-13615 22-2423556
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
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))
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Item 8.01 Other Events
On April 20, 2006, Spectrum Brands, Inc. (the "Company") provided
notice to the lenders (the "Senior Lenders") under its senior credit agreement
dated as of February 7, 2005, as amended (the "Credit Agreement"), among the
Company, certain of the Company's subsidiaries, Bank of America, N.A., as
administrative agent (the "Administrative Agent"), the Senior Lenders and other
financial institutions party thereto, that the Company does not expect to be in
compliance with the consolidated leverage ratio and consolidated interest
coverage ratio covenants set forth in the Credit Agreement (the "Financial
Covenants") for the fiscal quarter ended April 2, 2006.
The Company is initiating discussions with the Administrative Agent
and the Senior Lenders for purposes of addressing this expected noncompliance
and seeking an amendment to the Financial Covenants that would facilitate the
Company's ability to satisfy those covenants with respect to such fiscal
quarter and future fiscal periods. If the Company does not reach a satisfactory
agreement with the Senior Lenders, the Senior Lenders would be entitled to
exercise the remedies available to them under the Credit Agreement, including
the option of declaring all amounts owing or payable under the Credit Agreement
to be immediately due and payable. If the Senior Lenders took such action,
amounts outstanding under the Company's 8 1/2% Senior Subordinated Notes due
2013 and 7 3/8% Senior Subordinated Notes due 2015 would be subject to
acceleration by action of the trustee under the respective indentures governing
those notes or the respective holders of at least 25% in principal amount of
the respective notes outstanding. While there can be no assurances, the Company
currently believes that it will be successful in reaching a satisfactory
agreement with the Senior Lenders.
As of April 2, 2006, the Company had total indebtedness of
approximately $1.2 billion outstanding under the Credit Agreement.
Reference is made to (i) the Credit Agreement filed as Exhibit 10.1 to
the Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 11, 2005, (ii) Amendment No. 1 to the Credit Agreement
filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on May 5, 2005 and (iii) Amendment No. 2
to the Credit Agreement filed as Exhibit 10.1 to the Company's Current Report
on Form 8-K filed with the Securities and Exchange Commission on December 13,
2005, for more information as to the terms and provisions of the Credit
Agreement.
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.
Dated: April 20, 2006 SPECTRUM BRANDS, INC.
By: /s/ Randall J. Steward
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Name: Randall J. Steward
Title: Executive Vice President and
Chief Financial Officer