Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 earlies t event reported): January 3 , 201 8

SPECTRUM BRANDS HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-34757

27-2166630

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

SB/RH HOLDINGS, LLC

(Exact Name of Registrant as Specified in its Charter)



Delaware	333-192634-03	27-2812840
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3001 Deming Way

Middleton, Wisconsin 53562

(Address of principal executive offices)

(608) 275-3340

(Registrant’s telephone number, including area code)

Not applicable

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§232.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Spectrum Brands Holdings, Inc.	☐
SB/RH Holdings, LLC	☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Spectrum Brands Holdings, Inc.		☐
SB/RH Holdings, LLC		☐

Item 7 .0 1 Regulation FD Disclosure

On January 3, 2018, Spectrum Brands Holdings, Inc. (“Spectrum Brands”) issued a press release which is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 7.01 .

Spectrum Brands announced it will explore strategic options for its Global Batteries & Appliances (“GBA”) business with the intention to sell the units during 2018. Effective with the Company’s fiscal 2018 first quarter financial results ended December 31, 2017, the GBA segment will be reclassified as held for sale and reported as discontinued operations.

The information disclosed pursuant to this Item 7.01 (including the information disclosed in the press release attached hereto as Exhibit 99.1) shll be deemed “furnished” and not “filed” for purposes of applicable securities laws and such information shall not be deemed to be incorporated by reference into any registration statement, offering document or other filing of Spectrum Brands or its affiliates pursuant to applicable securities laws, not withstanding any statement which may appear in another document purporting to incorporate this report therein.

Item 9.01 Financial Statements and Exhibits


Exhibit No.	Description

99.1	Press release, dated January 3, 2018

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.



SPECTRUM BRANDS HOLDINGS, INC.


By:		/s/ Nathan E. Fagre
Name:		Nathan E. Fagre
.RH
Title:		Senior Vice President, Secretary and General Counsel

SB/RH HOLDINGS, LLC


By:		/s/ Nathan E. Fagre
Name:		Nathan E. Fagre
Title:		Senior Vice President, Secretary and General Counsel