Item 8.01. Other Events.

On October 31, 2012, Spectrum Brands Holdings, Inc. issued a press release announcing that its subsidiary Spectrum Brands, Inc. ("SBI") intends to commence an offering of $1,040 million aggregate principal amount of senior notes (the "Notes "). The Notes will be initially issued by Spectrum Brands Escrow Corp., a special-purpose escrow corporation, pending the closing of the previously announced acquisition of the hardware and home improvement group of Stanley Black & Decker, Inc., at which time the Notes will be assumed by SBI and fully and unconditionally guaranteed by certain of SBI's subsidiaries. A copy of the press release is furnished hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

The following exhibits are being filed with this Current Report on Form 8-K.

Exhibit
No. Description
99.1 Press Release dated October 31, 2012.

---