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).
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. ☐
Item 2.01. Completion of Acquisition or Disposition of Assets.
On July 13, 2018, upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of
February 24, 2018, as amended by Amendment No. 1, dated as of June 8, 2018 (as so amended, the
Merger Agreement
), by and among Spectrum Brands Legacy, Inc. a Delaware corporation (f/k/a Spectrum Brands Holdings,
Inc.) (
Spectrum
), Spectrum Brands Holdings, Inc., a Delaware corporation (f/k/a HRG Group, Inc.) (the
Company
), HRG SPV Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company
(
Merger Sub I
), and HRG SPV Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company, Merger Sub I merged with and into the Company (the
Merger
), with Spectrum
continuing as the surviving corporation (the
Surviving Corporation
) and a wholly owned subsidiary of the Company.
Immediately prior to the effective time of the Merger (the
Effective Time
), each issued and outstanding share of common
stock of the Company, par value $0.01 per share (
Company Common Stock
) was, by means of a reverse stock split (the
Reverse Split
), combined into approximately 0.16125 of a share of Company Common Stock (the
Share Combination Ratio
), which was equal to (i) the number of shares of common stock, par value $0.01 per share, of Spectrum held by the Company and its subsidiaries as of immediately prior to the Effective Time, adjusted for the
Companys net indebtedness as of closing, certain transaction expenses of the Company that were unpaid as of closing and a $200,000,000 upward adjustment, divided by (ii) as of immediately prior to the Reverse Split, the number of outstanding
shares of Company Common Stock on a fully diluted basis. No fractional shares of Company Common Stock were issued in the Reverse Split, and, in connection with the Reverse Split, holders of Company Common Stock became entitled to receive cash in
lieu of any fractional shares in accordance with the Companys amended and restated certificate of incorporation.
At the Effective
Time each share of common stock, par value $0.01 per share, of Spectrum (
Spectrum Common Stock
) issued and outstanding immediately prior to the Effective Time (other than shares held in the treasury of Spectrum or owned or held,
directly or indirectly, by the Company or any subsidiary of Spectrum or the Company, which were cancelled and no consideration was paid with respect thereto) was converted into the right to receive one share of Company Common Stock.
The issuance of Company Common Stock in connection with the Merger was registered under the Securities Act of 1933 pursuant to the
Companys Registration Statement on Form
S-4,
which was filed with the U.S. Securities and Exchange Commission (the
SEC
) on April 10, 2018 (as amended, the
Form
S-4
). The Form
S-4
was declared effective on June 12, 2018. The joint proxy statement/prospectus included with the Form
S-4
contains additional information about the Merger.
The foregoing description of the Merger and
the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement and Amendment No. 1 thereto, copies of which are filed as Exhibits 2.1 and 2.2 hereto, respectively, and incorporated
into this Current Report on Form
8-K
by reference in their entirety.
Upon the closing of the
Merger, the shares of Spectrum Common Stock that previously traded under the ticker symbol SPB on the New York Stock Exchange (the
NYSE
) ceased trading on, and were delisted from, the NYSE. Company Common Stock will
commence trading on the NYSE under the ticker symbol SPB on July 16, 2018.
Item 3.03. Material Modification to Rights of
Security Holders
By virtue of the Merger and at the Effective Time, (i) each award of Spectrum Common Stock subject to vesting,
repurchase or other lapse restrictions granted under an equity-based Spectrum plan (each, a
Spectrum Restricted Stock Award
) that was outstanding as of immediately prior to the Effective Time, was assumed by the Company and was
automatically converted into a restricted stock award of Company Common Stock equal to the number of shares of Spectrum Common Stock subject to such Spectrum Restricted Stock Award as of immediately prior to the Effective Time (each, a
New
Company Restricted Stock Award
); (ii) each vested and unvested restricted stock unit award corresponding to a number of shares of Spectrum Common Stock granted under a Spectrum Plan (each, a
Spectrum RSU Award
) that was
outstanding as of immediately prior to the Effective Time, was assumed by the Company and was automatically converted into a restricted share unit award of Company Common Stock equal to the number of shares of Spectrum Common Stock subject to such
Spectrum RSU Award as of immediately prior to the Effective Time (each, a
New Company RSU Award
); and (iii) each vested and unvested performance share unit award that corresponds to a number of shares of Spectrum Common Stock
granted under a Spectrum Plan (each, a
Spectrum PSU Award
) that was outstanding as of immediately prior to the Effective Time, was assumed by the Company and was automatically converted into a performance share unit award of
Company Common Stock equal to the number of shares of Spectrum Common Stock subject to such Spectrum PSU Award as of immediately prior to the Effective Time (subject to such adjustment as may be determined by the board of directors of Spectrum or
any applicable committee thereof in its discretion) (each, a
New Company PSU Award
). Each New Company Restricted Stock Award, New Company RSU Award and New Company PSU Award will continue to have the same terms and conditions,
including with respect to vesting, as the Spectrum Restricted Stock Award, Spectrum RSU Award and Spectrum PSU Award to which they relate.
As of the date that was ten days prior to the Effective Time, but subject to the consummation of the Merger, each stock option granted under
an equity-based Company plan or otherwise (each, a
Company Stock Option
) and each warrant granted under an equity-based Company plan or otherwise (each, a
Company Warrant
) that in either case is then outstanding
and unvested will become fully vested and exercisable. To the extent that, prior to the Reverse Split, the holder of a Company Stock Option or a Company Warrant exercised the applicable award, the shares of Company Common Stock issued to the holder
on exercise were treated as shares of Company Common Stock for all purposes of the Merger and the Reverse Split. As of the time of the Reverse Split, each outstanding Company Stock Option and Company Warrant were adjusted by (i) multiplying the
number of shares of Company Common Stock covered by such award by the Share Combination Ratio and rounding down to the nearest whole share and (ii) dividing the per-share exercise price of such award by the Share Combination Ratio and rounding up to
the nearest whole cent. Except as otherwise provided above, each adjusted Company Stock Option and Company Warrant will continue to have, and will be subject to, the same terms and conditions as applied to the award as of immediately prior to the
Reverse Split.
Immediately prior to the Reverse Split, each award of Company Common Stock subject to vesting, repurchase or other lapse
restrictions granted under an equity-based Company plan (each, a
Company Restricted Stock Award
) that was outstanding as of immediately prior to the Reverse Split, vested in full and became fully vested shares of Company Common
Stock (
Company Vested Restricted Stock Award Shares
). As of the time of the Reverse Split, each Company Vested Restricted Stock Award Share was treated as a share of Company Common Stock for all purposes of the Merger and the
Reverse Split.
The information set forth in Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by
reference in this Item 3.03.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
In connection with the Merger, on July 13, 2018 and effective as of the Effective
Time, Curtis A. Glovier, Frank Ianna, Gerald Luterman, Andrew Whittaker, and Andrew A. McKnight were replaced by Kenneth C. Ambrecht, Norman S. Matthews, David M. Maura, Terry L. Polistina, Hugh R. Rovit, Joseph S. Steinberg and David S. Harris as
members of the Companys board of directors. Joseph S. Steinberg is a continuing member of the Companys board of directors.
As
previously disclosed in the Form
S-4,
Jefferies Financial Group Inc. (f/k/a Leucadia National Corporation) (Jefferies) had the right to designate an independent director to the Companys board
of directors. Pursuant to Section 1.3(a) of the Merger Agreement, Jefferies informed Spectrum and the Company that David S. Harris would be Leucadias Independent Designee (as defined in the Merger Agreement) to join the board of directors
of HRG at the effective time of the transactions contemplated by the Merger Agreement. The Companys board of directors determined that Mr. Harris satisfies the Independent Designee Requirements (as defined in the Merger Agreement),
including that Mr. Harris qualifies as an independent director under Rule 303A(2) of the NYSE Listed Company Manual. In accordance with the terms of the Merger Agreement, Mr. Harris joined the Companys board of directors
at the Effective Time as a member of Class III of the Companys board of directors.
Mr. Harris, age 58, has served as President of Grant Capital, Inc., a private investment
company, since 2002. During 2001, Mr. Harris served as a Managing Director in the investment banking division of ABN Amro Securities LLC (
ABN
). From 1997 to 2001, Mr. Harris served as a Managing Director and Sector Head
of the Retail, Consumer and Leisure Group of ING Barings LLC (
ING
). The investment banking operations of ING were acquired by ABN in 2001. From 1986 to 1997 Mr. Harris served in various capacities as a member of the
investment banking group of Furman Selz LLC. Furman Selz was acquired by ING in 1997. Prior to joining Furman Selz, Mr. Harris was a CPA with Price Waterhouse in New York. Mr. Harris has been a director of REX American Resources
Corporation since 2004, where he serves as Lead Director, Chairman of the Audit and Compensation Committees and a member of the Nominating/Corporate Governance Committee. He has also served as a director of Carrols Restaurant Group, Inc. since 2012,
where he is Chairman of the Audit and Compensation Committees and serves on the Corporate Governance and Nominating Committee and the Finance Committee. Prior to its sale in 2015, Mr. Harris was a director of Steiner Leisure Limited, where he
served on the Audit Committee and was Chairman of the Compensation Committee. Mr. Harris was a director of Michael Anthony Jewelers, Inc, from 1995 until 2003 and served as Chairman of its Audit Committee. Mr. Harris earned a B.S. in
accounting and finance from Rider University in 1982 and an MBA from Columbia University in 1986.
In connection with the Merger, on
July 13, 2018 and effective as of the Effective Time, Joseph S. Steinberg (Chief Executive Officer), Ehsan Zargar (Executive Vice President, Chief Operating Officer, General Counsel and Corporate Secretary) and George C. Nicholson (Chief
Financial Officer) have resigned from their positions at the Company, and David M. Maura (Executive Chairman and Chief Executive Officer), Douglas L. Martin (Executive Vice President and Chief Financial Officer), Nathan E. Fagre (Senior Vice
President, General Counsel and Secretary) and Stacey L. Neu (Senior Vice President of Human Resources) have been appointed as the executive officers of the Company.
On July 13, 2018, Mr. Zargar and Mr. Nicholson each entered into a release agreement with the Company. Each agreement provides
that, in consideration of his release of claims, and subject to his compliance with the restrictive covenants in the agreement, each executive will receive the payments to which he is entitled under his retention and severance agreement on
termination of his employment by the Company without Cause or by him for Good Reason, as disclosed in the Companys Form
S-4.
Mr. Nicholsons release agreement also
provides for an additional payment of $200,000. This summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the release agreements, copies of which are filed as Exhibits 10.1 and 10.2 hereto,
respectively, and incorporated into this Current Report on Form
8-K
by reference in their entirety.
Biographical information for the directors and executive officers named and not included above is incorporated by reference from the Form
S-4
and from Spectrums Annual Report on Form 10-K for the fiscal year ended September 30, 2017, filed with the SEC on November 16, 2017 and amended on November 17, 2017 and January 23,
2018.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 13, 2018, pursuant to the Merger Agreement, the Company amended and restated its certificate of incorporation to effect the
Reverse Split and the other amendments contemplated by the Merger Agreement, as described in the Form S-4, and adopted amended and restated bylaws as described in the Form S-4. The amended and restated certificate of incorporation and the amended
and restated bylaws of the Company are filed herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
In
connection with the amendment and restatement of the Companys certificate of incorporation, on July 13, 2018, the Company filed a Certificate of Designation of Series B Preferred Stock with the Secretary of State of the State of Delaware
in order to ensure the continued effect of the Rights Agreement dated February 24, 2018 between the Company (f/k/a HRG Group, Inc.) and American Stock Transfer & Trust Company, LLC following the Merger. A copy of the Certificate of
Designation of Series B Preferred Stock is filed herewith as Exhibit 3.3 and incorporated herein by reference.
Item 5.07. Submission of Matters
to a Vote of Security Holders
On July 13, 2018, the Company held a special meeting of its stockholders (the
Special
Meeting
) in connection with the Merger Agreement.
As of the close of business on May 17, 2018, the record date for the
Special Meeting, there were 203,153,237 outstanding shares of Company Common Stock, each with one vote per share. 180,609,156 shares of Company Common Stock were represented in person or by proxy at the Special Meeting and, therefore, a quorum was
present. The number of votes cast for or against, as well as abstentions and broker
non-votes,
if applicable, with respect to each proposal presented at the Special Meeting is set forth below:
1. Proposal to amend the Companys certificate of incorporation to cause each outstanding
share of Company Common Stock to, by means of a reverse stock split, be combined into a fraction of a share of Company Common Stock equal to the number of shares of Spectrum common stock currently held by Spectrum divided by the number of
outstanding shares of Company Common Stock on a fully diluted basis, subject to certain adjustments.
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
180,376,328
|
|
35,914
|
|
196,914
|
|
0
|
The proposal was approved, having received for votes from a majority of the outstanding shares of
Company Common Stock entitled to vote generally in the election of directors.
2. Proposal to amend the Companys certificate of
incorporation to subject Spectrum to Section 203 of the General Corporation Law of the State of Delaware.
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
180,311,496
|
|
92,151
|
|
205,509
|
|
0
|
The proposal was approved, having received for votes from a majority of the outstanding shares of
Company Common Stock entitled to vote generally in the election of directors.
3. Proposal to amend the Companys certificate of
incorporation to decrease the number of authorized shares of Company Common Stock from 500 million to 200 million.
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
180,377,434
|
|
28,761
|
|
202,961
|
|
0
|
The proposal was approved, having received for votes from a majority of the outstanding shares of
Company Common Stock entitled to vote generally in the election of directors.
4. Proposal to amend the Companys certificate of
incorporation to increase the number of authorized shares of Spectrum preferred stock from 10 million to 100 million.
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
153,682,348
|
|
26,730,481
|
|
196,327
|
|
0
|
The proposal was approved, having received for votes from a majority of the outstanding shares of
Company Common Stock entitled to vote generally in the election of directors.
5. Proposal to amend the Companys certificate of
incorporation to amend the Internal Revenue Code Section 382 transfer provisions.
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
139,634,368
|
|
40,768,336
|
|
206,452
|
|
0
|
The proposal was approved, having received for votes from a majority of the outstanding shares of
Company Common Stock entitled to vote generally in the election of directors.
6. Proposal to amend the Companys certificate of incorporation to include, among others,
changing Spectrums corporate name from HRG Group, Inc. to Spectrum Brands Holdings, Inc.
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
180,381,216
|
|
31,789
|
|
196,151
|
|
0
|
The proposal was approved, having received for votes from a majority of the outstanding shares of
Company Common Stock entitled to vote generally in the election of directors.
7. Proposal to issue shares of Company Common Stock in
connection with the Merger Agreement.
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
180,283,000
|
|
124,129
|
|
202,027
|
|
0
|
The proposal was approved, having received for votes from a majority of votes cast by HRG
stockholders present in person or by proxy at the Special Meeting and entitled to vote on the proposal.
8. Proposal to adjourn the Special
Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the foregoing proposals.
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
177,133,492
|
|
3,468,385
|
|
7,279
|
|
0
|
The proposal was approved, having received for votes from a majority of the outstanding shares of
Company Common Stock entitled to vote at the Special Meeting. Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to approve the foregoing proposals.
9. Proposal to approve, by a
non-binding
advisory vote, certain compensation that may be paid or become
payable to Spectrums named executive officers that is based on or otherwise relates to the merger contemplated by the merger agreement.
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
166,750,501
|
|
13,659,730
|
|
198,925
|
|
0
|
The proposal was approved, having received for votes from a majority of the shares present in
person or by proxy at the Special Meeting and entitled to vote on the proposal.