Attached files
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
28, 2009 (October 22, 2009)
SPECTRUM
BRANDS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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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
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Employment
Agreement
Effective
October 22, 2009, Spectrum Brands, Inc. (the “Company”) entered
into an amended and restated employment agreement with Kent J. Hussey for his
employment as the Company’s Chief Executive Officer (the “Employment
Agreement”). The following description of the Employment
Agreement is qualified in its entirety by reference to the terms of such
agreement, which is filed as Exhibit 10.1 to this Current Report on Form
8-K.
The
Employment Agreement provides for an initial term through September 30, 2012,
subject to renewal for successive one-year periods as mutually agreed between
Mr. Hussey and the Company. Either party may terminate the employment
at any time upon at least 60 days’ notice. Upon voluntary resignation
by Mr. Hussey or termination for “cause” (as defined in the Employment
Agreement), the Company must pay to Mr. Hussey any unpaid base salary and
accrued benefits through the date of Mr. Hussey’s termination.
The
Employment Agreement provides for a base salary of $825,000 per
annum. The Company’s board of directors will review the base salary
from time to time and may increase it in its discretion. Mr. Hussey
is also entitled to an annual bonus, based on a target of 125% of base salary
and based upon the Company’s achieving certain annual performance goals
established by the Company’s board of directors from time to time.
Pursuant
to the Employment Agreement, subject to approval of the Company’s board of
directors, Mr. Hussey is entitled to receive stock, stock-based awards or other
consideration, with such awards containing certain vesting conditions based on
the lapse of time and achievement of the Company’s performance objectives
established by the Company’s board of directors from time to time.
The
Employment Agreement provides generally that, upon the Company’s termination of
Mr. Hussey’s employment without cause or for death or disability, subject to Mr.
Hussey’s execution of a separation agreement and release of claims, the Company
will pay as severance an amount in cash equal to two times the executive
officer’s base salary and annual target bonus. In addition, Mr.
Hussey would be entitled to a pro-rated portion of the annual bonus which Mr.
Hussey would have earned if his employment had not ceased as well as the
continuation of certain benefits for a period of 24 months or, if greater, the
remainder of the initial term of the Employment Agreement. The
Employment Agreement also provides that if Mr. Hussey resigns upon the
occurrence of specified circumstances that would constitute a “constructive
termination” (as defined in the Employment Agreement) or 60 days following a
“change in control” (as defined in the Employment Agreement), Mr. Hussey’s
resignation shall be treated as a termination by the Company without
cause.
The
agreement also provides that, during the term of Mr. Hussey’s employment and for
period of two years thereafter, Mr. Hussey is subject to noncompete and
nonsolicit covenants.
2009 Incentive Plan
Restricted Stock Awards
On
October 22, 2009, the Company made grants of restricted stock pursuant to
restricted stock award agreements to certain Company employees, including each
of Kent J. Hussey, the Company’s Chairman and Chief Executive Officer; David R.
Lumley, the Company’s Co-Chief Operating Officer and President, Global Batteries
and Personal Care; Anthony L. Genito, the Company’s Executive Vice President,
Chief Financial Officer and Chief Accounting Officer; and John A. Heil, the
Company’s Co-Chief Operating Officer and President, Global Pet
Supplies. Each of the award agreements incorporate the terms of the
Company’s 2009 Incentive Plan (the “Plan”). Pursuant
to the respective award agreements, Mr. Hussey received 222,222 shares of the
Company’s common stock, par value $0.01 per share, Mr. Lumley received 166,667
shares, Mr. Genito received 111,111 shares and Mr. Heil received 111,111
shares. The form of award agreement pursuant to which these
restricted stock grants were made is attached as Exhibit 10.2 to this Current
Report on Form 8-K, and the foregoing description of the terms of these
restricted stock grants is qualified in its entirety by reference to the terms
of such agreement.
The
shares of restricted stock granted pursuant to the award agreements are subject
to the employee remaining in employment of the Company, its subsidiaries or
affiliates. Upon the terms and subject to the conditions in the
respective award agreements, the restrictions on 75% of the shares issued
pursuant to the respective agreements are scheduled to lapse on October 1, 2010,
and the restrictions on the remaining 25% of the shares are scheduled to lapse
on October 1, 2011. In addition, the respective award agreements each
provide that the restrictions lapse upon the occurrence of a change in control
of the Company, as defined in the Plan.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
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10.1
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Amended
and Restated Employment Agreement, entered into as of October 22, 2009, by
and between Spectrum Brands, Inc. and Kent J. Hussey.
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10.2
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Form
of Spectrum Brands, Inc. Restricted Stock Award Agreement under the 2009
Incentive Plan.
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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 28, 2009
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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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EXHIBIT
INDEX
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Exhibit
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Description
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10.1
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Amended
and Restated Employment Agreement, entered into as of October 22, 2009, by
and between Spectrum Brands, Inc. and Kent J. Hussey.
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10.2
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Form
of Spectrum Brands, Inc. Restricted Stock Award Agreement under the 2009
Incentive Plan.
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