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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) May 9, 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 1.01 Entry into a Material Definitive Agreement
On May 9, 2006, Spectrum Brands, Inc. (the "Company") entered into Amendment No.
3 to the Fourth Amended and Restated Credit Agreement dated as of February 7,
2005, (as so amended and supplemented, and as otherwise amended, supplemented
and modified to the date hereof, the "Credit Agreement"), among Spectrum Brands,
Inc., formerly known as Rayovac Corporation, a Wisconsin corporation, Varta
Consumer Batteries GmbH & Co. KGaA, a German partnership limited by shares,
Rayovac Europe Limited, a limited liability company, each lender from time to
time party thereto (collectively, the "Lenders"), Citicorp North America, Inc.,
as Syndication Agent, Merrill Lynch Capital Corporation, as Co-Documentation
Agent and Managing Agent, LaSalle Bank National Association, as Co-Documentation
Agent and Bank of America, N.A., as Administrative Agent, Swing Line Lender and
L/C Issuer. Pursuant to Amendment No. 3, (i) the maximum consolidated leverage
and minimum consolidated interest coverage ratios for the period ended April 2,
2006 and subsequent periods were, respectively, raised and lowered, (ii) the
interest rate on our Euro term loan under the Credit Agreement increased by 25
basis points, (iii) the interest rates on the U.S. Dollar, Canadian Dollar and
Euro Tranche B term loans under the Credit Agreement increased by 50 basis
points and (iv) the interest rate on the revolver under the Credit Agreement
increased by 75 basis points.
The Fourth Amended and Restated Credit Agreement dated as of February 7, 2005
has been filed as Exhibit 10.1 to the Company's Current Report on Form 8-K,
filed by the Company with the Securities and Exchange Commission (the
"Commission") on February 11, 2005, Amendment No. 1, dated as of April 29, 2005,
to the Fourth Amended and Restated Credit Agreement has been filed as Exhibit
10.1 to the Company's Current Report on Form 8-K, filed by the Company with the
Commission on May 5, 2005, and Amendment No. 2, dated as of December 12, 2005,
to the Fourth Amended and Restated Credit Agreement has been filed as Exhibit
10.1 to the Company's Current Report on Form 8-K, filed by the Company with the
Commission on December 13, 2005.
The foregoing description of Amendment No. 3 to the Credit Agreement does not
purport to be complete, and is qualified in its entirety by reference to the
full text of such agreement, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibit
Number Description of Exhibit
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10.1 Amendment No. 3, dated May 9, 2006, to the Fourth Amended and
Restated Credit Agreement dated as of February 7, 2005, among
Rayovac Corporation, Varta Consumer Batteries GmbH & Co. KGaA,
Rayovac Europe Limited, each lender from time to time party
thereto, Citicorp North America, Inc., Merrill Lynch Capital
Corporation, LaSalle Bank National Association and Bank of
America, N.A.
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: May 9, 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
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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10.1 Amendment No. 3, dated May 9, 2006, to the Fourth Amended and
Restated Credit Agreement dated as of February 7, 2005, among
Rayovac Corporation, Varta Consumer Batteries GmbH & Co. KGaA,
Rayovac Europe Limited, each lender from time to time party
thereto, Citicorp North America, Inc., Merrill Lynch Capital
Corporation, LaSalle Bank National Association and Bank of
America, N.A.