SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
of report (Date of earliest event reported): June 10, 2011
HARBINGER GROUP INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
|(Commission File Number)
||(IRS Employer Identification No.)
|450 Park Avenue, 27th Floor, New York, New York
|(Address of Principal Executive Offices)
telephone number, including area code)
(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
||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
Item 8.01. Other Events.
Harbinger Group Inc. (the Company) is filing this Current Report on Form 8-K (this
Report) solely to reflect the effect of the consummation of the Spectrum Brands Acquisition
(as defined below) and the change of its fiscal year (as described below) on the historical
annual financial and related information included in the Companys Annual Report on Form 10-K
for the fiscal year ended December 31, 2010 (the 2010 10-K).
This Report includes financial statements of
the Company as retrospectively adjusted to reflect Spectrum Brands Holdings, Inc.
(Spectrum Brands) as the Companys accounting predecessor in accordance with Accounting Standards Codification
Topic 805: Business Combinations and the accounting for the acquisition of a controlling interest in Spectrum
Brands by the Company as a transaction among entities under common control. No attempt has been made in the Report, and it should not be read, to modify or update disclosures as presented in the 2010 10-K of the Company. Therefore,
this Report should be read in conjunction with the Companys filings made with the Securities and Exchange Commission
subsequent to the filing of the 2010 10-K, including, without limitations, the risks factors contained in such filings.
This Report does not represent an amendment to the 2010 10-K.
Accounting Predecessor and Change in Fiscal Year End
On January 7, 2011, the Company completed the acquisition (the Spectrum Brands
Acquisition) of a controlling financial interest in Spectrum Brands pursuant to the terms of a contribution and exchange agreement with Harbinger
Capital Partners Master Fund I, Ltd., Global Opportunities Breakaway Ltd. and Harbinger Capital
Partners Special Situations Fund, L.P. (collectively, the Principal Stockholders). The
Principal Stockholders contributed approximately 54.5% of the outstanding Spectrum Brands
common stock to the Company and, in exchange for such contribution, the Company issued to the
Principal Stockholders 119,909,830 shares of its common stock. Immediately following the
Spectrum Brands Acquisition, the Principal Stockholders directly owned approximately 93.3% of
the Companys outstanding common stock and the Principal Stockholders directly owned
approximately 12.8% of Spectrum Brands outstanding common stock.
Immediately prior to the consummation of the Spectrum Brands Acquisition, the Principal
Stockholders held a controlling financial interest in both the Company and Spectrum Brands. As
a result, the Spectrum Brands Acquisition is considered a transaction between entities under
common control under Accounting Standards Codification Topic 805: Business Combinations (ASC
805) and is accounted for similar to the pooling of interest method. In accordance with the
guidance in ASC 805, the assets and liabilities transferred between entities under common
control are recorded by the receiving entity based on their carrying amounts (or at the
historical cost basis of the parent entity, if these amounts differ). Although the Company was
the issuer of shares issued to the Principal Stockholders in the Spectrum Brands Acquisition,
during the historical periods presented in the 2010 10-K Spectrum Brands was an operating
business and the Company was not. Accordingly, the historical
consolidated financial statements and the related information of the
Company has been
retrospectively adjusted (i) to record the assets and liabilities of HGI at the Principal
Stockholders basis as of June 16, 2010 (the date that common control was first established)
and (ii) to reflect the financial statements of Spectrum Brands, Inc., the accounting acquiror
in the business combination that lead to the creation of Spectrum Brands, as the Companys
predecessor entity for periods preceding June 16, 2010.
In connection with the Spectrum Brands Acquisition, the Company changed its fiscal year end
from December 31 to September 30 to conform to the fiscal year end of Spectrum Brands.