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

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SPECTRUM BRANDS, INC. (Exact Name of Registrant As Specified in Its Charter) Table of Contents As filed with the Securities and Exchange Commission on June 23, 2006 Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPECTRUM BRANDS, INC. (Exact name of registrant as specified in its charter) WISCONSIN 22-2423556 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) JAMES T. LUCKE, ESQ. SIX CONCOURSE PARKWAY, SUITE 3300 SIX CONCOURSE PARKWAY, SUITE 3300 ATLANTA, GEORGIA 30328 ATLANTA, GEORGIA 30328 (770) 829-6200 (770) 829-6200 (Address, including zip code, and telephone number, including area (Name, address, including zip code, and telephone number, including code, of registrant’s principal executive offices) area code, of agent for service) COPIES TO: MARGARET A. BROWN, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP ONE BEACON STREET BOSTON, MASSACHUSETTS 02108 (617) 573-4800 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At such time or times as the selling shareholders shall determine after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨ If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨ If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨ Table of Contents CALCULATION OF REGISTRATION FEE TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF REGISTERED REGISTERED (1) UNIT(2) OFFERING PRICE(2) REGISTRATION FEE Common Stock, par value $.01 per share 13,750,000 $12.11 $166,512,500 $17,816.84 (1) All of the shares of Spectrum Brands, Inc. common stock, par value $0.01 per share, (the “Common Stock”) offered hereby are being offered for the account of selling shareholders, who acquired the shares in connection with the registrant’s acquisition of United Industries Corporation on February 7, 2005. Pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares being registered hereunder include such indeterminate number of shares of Common Stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended. The price per unit and aggregate offering price are based on the average of the high and low prices of the registrant’s Common Stock, as reported on the New York Stock Exchange, on June 21, 2006. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD TO YOU UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO COMPLETION, DATED JUNE 23, 2006 PRELIMINARY PROSPECTUS SPECTRUM BRANDS, INC. 13,750,000 SHARES COMMON STOCK This prospectus relates to the resale of 13,750,000 shares of our Common Stock by the selling shareholders listed in the section entitled “Selling Shareholders” beginning on page 11 of this prospectus. The shares of Common Stock offered under this prospectus were issued in connection with our acquisition of United Industries Corporation on February 7, 2005. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares by the selling shareholders. The shares of Common Stock offered under this prospectus may be offered or sold by the selling shareholders from time to time directly to purchasers or through agents, underwriters, brokers or dealers at prevailing market or privately negotiated prices and on other terms to be determined at the time of sale. See “Plan of Distribution.” If required, the names of any such agents, underwriters, brokers or dealers involved in the sale of the shares in respect of which this prospectus is being delivered and the applicable agent’s commission, broker’s or dealer’s purchase price or underwriter’s discount, if any, will be set forth in an accompanying supplement to this prospectus. The selling shareholders will receive all of the net proceeds from the sale of the shares and will pay all underwriting discounts and selling commissions, if any, applicable to the sale of shares. See “Use of Proceeds.” Our Common Stock is traded on the New York Stock Exchange under the symbol “SPC.” On June 22, 2006, the last reported sale price of our Common Stock was $12.29 per share. An investment in these securities entails certain material risks and uncertainties that should be considered. You should read this prospectus, particularly the section entitled “ Risk Factors” beginning on page 3 of this prospectus, and any supplement, carefully before investing. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is , 2006. Table of Contents TABLE OF CONTENTS PAGE SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS i PROSPECTUS SUMMARY 1 THE OFFERING 2 RISK FACTORS 3 USE OF PROCEEDS 11 SELLING SHAREHOLDERS 11 PLAN OF DISTRIBUTION 17 LEGAL MATTERS 20 EXPERTS 20 WHERE YOU CAN FIND MORE INFORMATION 20 INCORPORATION BY REFERENCE 20 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, the selling shareholders named herein may offer and sell up to 13,750,000 shares of our Common Stock that they own. This prospectus provides you with a general description of the Common Stock that the selling shareholders may offer. You should read this prospectus together with the additional information described in the sections entitled “Where You Can Find More Information” and “Incorporation by Reference.” You should rely only on the information contained in or incorporated by reference in this prospectus. Neither the selling shareholders nor we have authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither the selling shareholders nor we are making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should not assume that the information in this prospectus, or the information we previously filed with the SEC that we incorporate by reference in this prospectus, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS We have made or implied certain forward-looking statements in this prospectus and the documents incorporated by reference in this prospectus. All statements, other than statements of historical facts included in this prospectus, including the statements regarding our business strategy, future operations, financial position, estimated revenues, projected costs, projected synergies, prospects, plans and objectives of management, as well as information concerning expected actions of third parties, are forward-looking statements. When used in this prospectus, the words “anticipate,” “intend,” “plan,” “estimate,” “believe,” “expect,” “project,” “could,” “will,” “should,” “may” and similar expressions are also intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Since these forward-looking statements are based upon current expectations of future events and projections and are subject to a number of risks and uncertainties, many of which are beyond our control, actual results or outcomes may differ materially from those expressed or implied herein, and you should not place undue reliance on these statements.
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