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:

March 6, 2008 (February 26, 2008)
(Date of earliest event reported)


SPECTRUM BRANDS, INC.
(Exact Name of Registrant as Specified in Charter)

 
Wisconsin
 
001-13615
 
22-2423556
(State or other Jurisdiction of Incorporation)
 
(Commission File No.)
 
(IRS Employer Identification No.)
 
 
Six Concourse Parkway, Suite 3300, Atlanta, Georgia 30328
  (Address of principal executive offices, including zip code)
 

(770) 829-6200
(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:
 
□
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))
 
 
 
 
 
ITEM 8.01.   OTHER EVENTS

As previously reported, Spectrum Brands, Inc. (the "Company") has engaged financial advisors to assist it in exploring possible strategic options, including divesting certain of its assets, in order to sharpen its focus on strategic growth businesses, reduce its outstanding indebtedness and maximize long-term shareholder value.  In that regard, on February 26, 2008, the Company entered into a confidentiality and standstill agreement with Harbinger Capital Partners Master Fund I, Ltd. ("Harbinger") in order to provide Harbinger with confidential information relating to certain of the Company's strategic operating assets in connection with Harbinger's evaluation of a possible acquisition thereof.

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, including, but not limited to, risks and uncertainties relating to (i) the Company's ability to agree on terms for any acquisition by Harbinger, (ii) the impact of any such acquisition on the Company's outstanding indebtedness and continuing operations and (iii) various other factors, including those set forth in the Company's recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q.  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 report. 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.




Date:  March 6, 2008
SPECTRUM BRANDS, INC.
     
     
 
By:
 /s/ Anthony L. Genito
   
Name:
Anthony L. Genito
   
Title:
Senior Vice President, Chief
     
Financial Officer and Chief
     
Accounting Officer

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