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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 Earliest Event Reported): September 15, 2010
Newell Rubbermaid Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-09608 | 363514169 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
||
| Three Glenlake Parkway Atlanta, Georgia |
30328 | |||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 770-418-7000
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 3.02 Unregistered Sales of Equity Securities | ||||||||
| Item 9.01 Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| Exhibit Index | ||||||||
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Item 3.02 Unregistered Sales of Equity Securities.
On
September 15, 2010, Newell Rubbermaid Inc. (the “Company”)
completed a previously announced exchange offer. Pursuant to the
offer, approximately $324.7 million aggregate principal amount of the
Company’s 5.50% Convertible Senior Notes due 2014
(the “Notes”) were exchanged. The Company accepted all validly tendered Notes and,
in exchange, paid the holders thereof an aggregate of approximately
$52.0 million in cash, and
issued the holders thereof an aggregate of 37,728,415 shares of the
Company’s common stock, par value $1.00 per share. The shares of
the Company’s common stock were issued exclusively to existing security holders of the Company pursuant to an exemption from registration under Section 3(a)(9) of the Securities Act of
1933, as amended. The Company did not receive any proceeds from the
offer and did not pay, directly or indirectly, any commission or
other remuneration to any broker, dealer, salesperson, agent or as
other person for soliciting tenders in the exchange offer.
The
press release issued by the Company announcing the expiration and final results of
the exchange offer is filed as Exhibit 99.1 to this Form 8-K and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit | Description | |
99.1
|
Press Release, dated September 15, 2010, announcing the expiration and final results of the exchange offer (incorporated by reference to Exhibit (a)(5)(ii) to Amendment No. 2 to the Company’s Tender Offer Statement on Schedule TO filed September 15, 2010) |
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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.
| Newell Rubbermaid Inc. |
||||
| September 15, 2010 | By: | /s/ John K. Stipancich | ||
| Name: | John K. Stipancich | |||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |||
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