SEC Filings

S-8 POS
SPECTRUM BRANDS LEGACY, INC. filed this Form S-8 POS on 07/13/2018
Entire Document
 


TERMINATION OF REGISTRATION

These Post-Effective Amendments relate to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”), filed by Spectrum Brands Legacy, Inc. (f/k/a Spectrum Brands Holdings, Inc.), a Delaware corporation (the “Registrant”):

 

    Registration Statement on Form S-8 (No. 333-172598), filed on March 3, 2011, pertaining to the registration of 4,625,676 shares of common stock, par value $0.01 per share (“Company Common Stock”), of the Registrant, issuable under the Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Award Plan.

 

    Registration Statement on Form S-8 (No. 333-194139), filed on February 26, 2014, pertaining to the registration of 1,000,000 shares of Company Common Stock issuable under the Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Award Plan.

 

    Registration Statement on Form S-8 (No. 333-215850), filed on February 1, 2017, pertaining to the registration of 1,500,000 shares of Company Common Stock issuable under the Spectrum Brands Holdings, Inc. Amended & Restated 2011 Omnibus Equity Award Plan.

On July 13, 2018, pursuant to an Agreement and Plan of Merger, dated as of February 24, 2018 and amended June 8, 2018 (the “Merger Agreement”), by and among the Registrant, Spectrum Brands Holdings, Inc. (f/k/a HRG Group, Inc.), a Delaware corporation (“HRG”), HRG SPV Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary of HRG (“Merger Sub 1”), and HRG SPV Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of HRG, Merger Sub 1 merged with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of HRG. In the Merger, the Registrant’s common stockholders (other than HRG) became entitled to receive one share of common stock of HRG, par value $0.01 per share, in exchange for each share of common stock of the Registrant, $0.01 per share.

As a result of the Merger, the Registrant has terminated all offerings of securities pursuant to the Registration Statements. In accordance with undertakings made by the Registrant to remove from registration, by means of a post-effective amendment, any securities registered under the Registration Statements that remain unsold at the termination of such offering, the Registrant hereby removes from registration all securities registered under the Registration Statements that remain unsold as of the effective time of the Merger, if any.