UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(Dd) OFof ~~THE~~the Securities Exchange Act of 1934

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 16, 2013

SPECTRUM BRANDS, INC.
(Exact name of registrant as specified in its charter)


Delaware	001-13615	22-2423556
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


601 Rayovac Drive Madison, Wisconsin 53711
(Address of principal executive offices)


(608) 275-3340
(Registrant’s telephone number, including area code)


N/A
(Former name or former address, if changed since last report)

Date of Report (date of earliest event reported): September 3, 2013

SPECTRUM BRANDS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 001-13615 (Commission File No.) 22-2423556 (IRS Employer Identification No.)

601 Rayovac Drive Madison, Wisconsin 53711 (Address of principal executive offices)

(608) 275-3340

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

o¨ 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))

oItem ~~Soliciting~~5.02 Departure ~~material~~of ~~pursuant~~Directors toor ~~Rule~~Certain ~~14a-12~~Officers; ~~under~~Election ~~the~~of ~~Exchange~~Directors; ~~Act~~Appointment ~~(17~~of ~~CFR~~Certain ~~240~~Officers; Compensatory Arrangements of Certain Officers.~~14a-12)~~

oOn ~~Pre-commencement~~September ~~communications~~16, ~~pursuant~~2013, toSpectrum ~~Rule~~Brands, ~~14d-2~~Inc. (bthe “Company”) ~~under~~and Terry Polistina, President of its Global Appliances division and member of the ~~Exchange~~Board ~~Act~~of ~~(17~~Directors ~~CFR~~of ~~240~~Spectrum Brands Holdings, Inc.~~14d-2~~, mutually agreed that, effective September 30, 2013, Mr. Polistina will resign from any and all titles, positions and appointments that he holds with the Company with the exception of his position as a director of Spectrum Brands Holdings, Inc. In connection with his resignation, the Company and Mr. Polistina entered into a Separation Agreement (bthe “Separation Agreement”)).

oUnder ~~Pre~~the terms of the Separation Agreement, Mr. Polistina will receive the following cash separation payments: (i) $1,000,000, which is equal to two (2) times Mr. Polistina’s annual base salary for fiscal year 2013, payable over a period of twenty-~~commencement~~four ~~communications~~(24) ~~pursuant~~months; (ii) $985,830, which is equal to ~~Rule~~two (2) ~~13e~~times Mr. Polistina’s 2012 Management Incentive Plan (“MIP”) payable over a period of twenty-4four (c24) ~~under~~months; (iii) an additional MIP payment for 2013 equal to the ~~Exchange~~amount ~~Act~~determined for Mr. Polistina pursuant to the Company’s 2013 MIP based on actual performance results for the Company’s 2013 fiscal year, which amount will be paid at the same time as other payments are made to 2013 MIP participants, and in any case no later than December 31, 2013; (17iv) ~~CFR~~payment ~~240~~for accrued but unused vacation days; (v) for a period of twenty-four months, a monthly payment equal to the monthly COBRA continuation coverage cost; (vi) his Executive Life Insurance benefit for Mr.~~13e~~ Polistina and his eligible dependents for twenty-4four (c24) months at the level and of the type provided to active employees of the Company from time to time; (vii) entitlement to purchase his Company vehicle pursuant to Company policy; and (viii) the reimbursement of any unreimbursed business expenses.

~~Item~~Previously 1earned performance shares under the 2012 Equity Incentive Plan, 2012 Bridge Equity Award and Spectrum 500 Plan that have not previously vested, will vest following the release by Mr.01 Polistina ~~Entry~~referred ~~into~~to abelow ~~Material~~becoming ~~Definitive~~effective ~~Agreement~~and irrevocable. In addition, Mr. Polistina will be eligible to vest in restricted stock units under the 2013 equity award programs, in accordance with the terms of the applicable award agreements, only if and to the extent that the applicable performance criteria are met, following the end of fiscal year 2013.

~~On September~~Mr. 4,Polistina ~~2013~~has ~~(the~~agreed ~~“Closing Date”), Spectrum Brands, Inc. (the “Company” or “Spectrum Brands”) announced that it had closed on $1.15 billion of term loans (the ”New Term Loans”) pursuant~~ to ~~the~~a ~~Term~~customary ~~Loan~~release ~~Commitment Agreement (as defined below), the proceeds~~ of ~~which~~potential ~~were~~claims ~~used~~against ~~(i) to fund~~ the ~~consummation of the~~ Company~~’s previously announced cash tender offer and consent solicitation (the “Tender Offer and Consent Solicitation”) to purchase any and all of its outstanding 9~~.500% Senior Secured Notes due 2018 (the “Notes”), (ii) to fund the Satisfaction and Discharge (as defined below in Item 1.02) with respect to Notes not tendered in the Tender Offer and Consent Solicitation and (iii) ~~for working capital and general corporate purposes.~~

~~New~~The ~~Term~~foregoing ~~Loans~~description of the Separation Agreement is not complete and is qualified in its entirety by reference to the text of the Separation Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

~~The~~Steve ~~New~~Fraundorfer ~~Term~~has ~~Loans~~been ~~were~~appointed ~~made~~Vice ~~pursuant~~President toand ~~the~~General ~~New~~Manager ~~Term~~for ~~Loan~~Global ~~Commitment~~Appliances ~~Agreement~~and ~~No.~~will 1assume ~~(the~~responsibilities ~~“Term~~for ~~Loan Commitment Agreement”) dated August 13, 2013 among Spectrum Brands, SB/RH Holdings, LLC (“Holdings”),~~ the ~~lenders~~North ~~party~~American ~~thereto,~~Appliances sales and ~~Deutsche~~marketing ~~Bank~~in AGaddition ~~New~~to ~~York~~his ~~Branch,~~current asresponsibilities ~~administrative~~for ~~agent~~Global ~~(the~~Appliances ~~“Term~~business ~~Administrative Agent”), and No~~operations. He 1will ~~Amendment~~report ~~(the “Term Loan Amendment”)~~ to ~~the~~Dave ~~Term~~Lumley, ~~Credit~~Chief ~~Agreement~~Executive Officer of Spectrum Brands ~~dated~~Holdings, asInc. Andreas ~~of December 17~~Rouve, ~~2012~~President ~~with Holdings~~International, ~~Spectrum~~will ~~Brands~~maintain ~~Canada,~~his ~~Inc.,~~current asresponsibility ~~Canadian~~for ~~borrower,~~all ~~Term~~International ~~Administrative~~Appliances ~~Agent~~operations and ~~lenders~~will ~~party~~continue ~~thereto~~to ~~from~~report ~~time~~ to ~~time (the “Term Credit Agreement”)~~Mr. Lumley.

~~The~~Further ~~New~~information ~~Term~~regarding ~~Loans~~Mr. Polistina’s ~~were~~resignation ~~incurred~~and asMr. Fraundorfer’s ~~“New~~appointment ~~Term~~is ~~Loans”~~set asforth ~~defined~~ in, ~~and~~a ~~under,~~press ~~the~~release ~~Term~~issued ~~Loan Credit Agreement (as amended by the Term Loan Amendment to permit the incurrence of the New Term Loans~~ on ~~the~~September ~~terms~~16, ~~described below~~2013, ~~the~~a ~~“Amended~~copy ~~Term Credit Agreement”). The New Term Loans comprise two new tranches under the Term Credit Agreement: (i) tranche A term loans in an aggregate principal amount~~ of ~~$850~~which ~~million~~is ~~(the~~filed ~~“Tranche~~as AExhibit ~~Loans”) and (ii) tranche C term loans in an aggregate principal amount of $300 million (the “Tranche C Loans”)~~99. ~~Spectrum~~1 ~~Brands'~~to ~~existing~~this ~~term loans outstanding under the Term Credit Agreement will be called “Tranche B Loans” on and after the closing date. For information about such Tranche B Loans see Spectrum Brands~~ Current Report on Form 8-K ~~filed~~and onincorporated ~~December~~by ~~21,~~reference ~~2012~~herein.

The proceeds of the New Term Loans were used (i) to fund the consummation of the Tender Offer and Consent Solicitation, (ii) to fund the Satisfaction and Discharge and (iii) for working capital and general corporate purposes, including to pay fees and expenses incurred in connection with the Term Loan Commitment Agreement and related transactions. In connection with the closing of the Term Credit Agreement, Spectrum Brands paid certain fees and expenses to Credit Suisse AG and Deutsche Bank AG and their affiliates.

All outstanding amounts of the New Term Loans will bear interest, at Spectrum Brands’ option, at a rate per annum equal to the Libor rate with a 0.75% per annum floor, adjusted for statutory reserves, plus a margin equal to 2.25% per annum in the case of Tranche A Loans and 2.75% per annum in the case of Tranche C Loans, or an alternate base rate with a 1.75% per annum floor, plus a margin equal to 1.25% per annum in the case of

Tranche A Loans and 1.75% per annum in the case of Tranche C Loans, as set forth in the Term Loan Commitment Agreement. The issue price for the New Term Loans is 99.50% of the principal amount thereof, which original issue discount will be amortized over the life of the New Term Loans.

Tranche A Loans will mature on the fourth anniversary of the Closing Date and Tranche C Loans will mature on the sixth anniversary of the Closing Date. Tranche A Loans will amortize annually in an aggregate amount equal to 7.5% of the original principal amount thereof in four equal quarterly installments, with the remaining amount to be paid at maturity. Tranche C Loans will amortize annually in an aggregate amount equal to 1.0% of the original principal amount thereof in four equal quarterly installments, with the remaining amount to be paid at maturity.

The New Term Loans constitute a class of “Term Loans” under the Amended Term Credit Agreement. Other than those set forth in the Term Loan commitment Agreement, the terms of the New Term Loans are the same as the Term Loans outstanding under the Amended Term Credit Agreement as of the Closing Date immediately before the incurrence of the New Term Loans (the “Initial Term Loans”). There is a prepayment fee equal to 1% of the principal amount of the New Term Loans optionally prepaid within the first six months after the Closing Date. Prepayments made after such six months will not be subject to premium or penalty, except Libor breakage costs, if applicable. Voluntary prepayments of Term Loans will be applied to any class or classes of Term Loans at Spectrum Brands’ election; provided that the amount applied to the Initial Term Loans may not be less than its pro rata basis of the then outstanding principal amount of Term Loans.

Amendment to Spectrum Brands’ Loan and Security Agreement

In connection with the Term Loan Commitment Agreement, the incurrence of the New Term Loans, the consummation of the Tender Offer and Consent Solicitation and the Satisfaction and Discharge (together, the “Redemption”), on August 19, 2013, Spectrum Brands entered into that certain Sixth Amendment (the “ABL Amendment”) to its Loan and Security Agreement, dated as of June 16, 2010, with Holdings, Bank of America, as collateral agent and administrative agent, certain subsidiaries of Spectrum Brands and lenders party thereto from time to time (as amended from time to time to the date hereof, the “ABL Loan Agreement”) to, among other things, (i) permit the Redemption and the incurrence of the New Term Loans on their terms, (ii) revise certain provisions to reflect the satisfaction and discharge of the Spectrum Brands’ 12 % Senior Subordinated Toggle Notes due 2019 and the issuance in 2012 of Spectrum Brands’ 6.75% Notes, due March 15, 2020, 6.375% Notes, due November 15, 2020 and 6.625% Notes, due November 15, 2022 (collectively, the “2012 Notes”), including, without limitation, deleting certain references to the “PIK Indenture” and related terms, inserting appropriate references to Spectrum Brands’ indentures governing the 2012 Notes and deleting references the “Senior Secured Notes Indenture” subject to the Redemption and related terms, (iii) amend the definition of “Senior Term Loan Debt” to, among other changes, increase the fixed amount included in such definition from $750 million to 1,850 million, (iv) increase the debt basket permitting capital lease obligations to $100 million from $75 million and

(v) amend the “fundamental changes” covenant to allow liquidation of Spectrum Brands’ subsidiaries subject to certain conditions in certain cases.

This summary does not purport to be complete and is qualified in its entirety be reference to the Term Loan Commitment Agreement, the Amended Term Credit Agreement and the ABL Amendment, which are filed as exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K.

Item 1.02 Termination of a Material Definitive Agreement.

On September 4, 2013, the Company announced that it had satisfied and discharged its obligations under the indenture (the “Indenture”) governing the Notes after irrevocably depositing sufficient funds with U.S. Bank National Association, the trustee under the Indenture (the “Trustee”), to be applied toward the redemption of all remaining outstanding Notes by the Trustee on October 7, 2013 (the “Satisfaction and Discharge”). Notwithstanding the Satisfaction and Discharge, certain customary provisions of the Indenture relating to the compensation and indemnification of the Trustee and the application of trust money will survive.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is hereby incorporated by reference to this Item 2.03.

Item 8.01 Other Events.

The Company also announced the expiration, at 11:59 p.m., New York City time, September 3, 2013, of the previously disclosed Tender Offer and Consent Solicitation. On September 3, 2013, the Company was advised by Global Bondholder Services Corporation, as depositary and information agent, that $898,067,000 aggregate principal amount of the Notes were validly tendered. As noted in Item 1.02 above, on September 4, 2013 the Company called for redemption the remaining Notes not tendered in the Tender Offer and Consent Solicitation.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(d) Exhibits.

Exhibit No.	Description
10.1	Term Loan Commitment Agreement
10.2	Amended Term Credit Agreement
10.3	ABL Amendment
99.1	Press Release

The following exhibits are being furnished with this Current Report on Form 8-K.

	Exhibit No.		Description
	10.1		Separation Agreement dated September 16, 2013 between Spectrum Brands, Inc. and Terry Polistina
	99.1		Press Release dated September 16, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report ~~on Form 8-K~~ to be signed on its behalf by the undersigned, ~~thereunto~~hereunto duly authorized.

SPECTRUM BRANDS, INC. By: /s/ Nathan E. Fagre Name: Nathan E. Fagre Title: General Counsel and Secretary

	SPECTRUM BRANDS, INC.
Date: September 20, 2013

	By:	/s/ Nathan E. Fagre
		Printed Name: Nathan E. Fagre
		Title: General Counsel and Corporate Secretary

~~Dated: September~~EXHIBIT ~~4, 2013~~INDEX

Exhibit Index

Exhibit No.		Description
10.1		Separation Agreement dated September 16, 2013 between Spectrum Brands, Inc. and Terry Polistina
99.1		Press Release dated September 16, 2013

Exhibit No.	Description
10.1	Term Loan Commitment Agreement
10.2	Amended Term Credit Agreement
10.3	ABL Amendment
99.1	Press Release

Filing Compare · Spectrum Brands, Inc.