UNITED STATES

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): ~~April~~May 2811, 2015

ARMORED AUTOGROUP INC.

(Exact name of registrant as specified in its charter)

Delaware	333-180736	27-3620112
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

44 Old Ridgebury Road, Suite 300, Danbury, Connecticut 06810

(Address of principal executive offices)

Registrant’s telephone number, including area code: (203) 205-2900

N/A

(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 (see General Instruction A.2. below):

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))

Item 87.01. ~~Other~~Regulation ~~Events~~FD Disclosure.

On ~~April~~May 2811, 2015, Armored AutoGroup ~~Parent~~ Inc. (the “Company”), ~~the~~issued ~~parent~~a ~~company~~press ofrelease ~~Armored~~announcing ~~AutoGroup~~that ~~Inc.,~~it ~~entered~~will ~~into~~hold ~~an Agreement and Plan of Merger with Spectrum Brands Holdings, Inc. (“SPB”), Ignite Merger Sub, Inc.,~~ a ~~wholly~~conference ~~owned~~call ~~subsidiary~~to ofreview ~~SPB~~the ~~(“Merger~~Company’s ~~Sub”)~~financial ~~and,~~results ~~solely~~for inthe ~~its~~quarter ~~capacity~~ended ~~as representative thereunder~~March 31, ~~Avista~~2015 ~~Capital~~on ~~Partners II GP~~Wednesday, ~~LLC~~ May 13, ~~pursuant~~2015 toat ~~which~~9:00 a.m. ~~Merger~~Eastern ~~Sub~~Time. A ~~will~~copy beof ~~merged~~the ~~with~~press ~~and~~release ~~into~~is ~~the~~attached ~~Company,~~as ~~with~~Exhibit 99.1 ~~the~~to ~~Company~~this ~~surviving~~Current ~~the~~Report ~~merger~~on asForm 8-K aand ~~wholly-owned~~incorporated ~~subsidiary~~herein ofby ~~SPB~~reference.

~~The~~Item ~~transaction~~9.01. isFinancial ~~expected~~Statements ~~to close on or before June 30, 2015,~~ and ~~is subject to receipt of applicable regulatory approvals and customary closing conditions~~Exhibits.

2(d) Exhibits.

~~SIGNATURES~~The following items are included as Exhibits to this report and incorporated herein by reference:

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.

EXHIBIT NO.		DESCRIPTION OF EXHIBIT

99.1		Press release, dated May 11, 2015

	ARMORED AUTOGROUP INC.
Date: April 29, 2015	By:	/s/ Michael Bauersfeld
		Name: Michael Bauersfeld
		Title: Executive Vice President and Chief Financial Officer

3SIGNATURES

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.

	ARMORED AUTOGROUP INC.


Date: May 11, 2015	By:	/s/ Michael Bauersfeld
		Name: Michael Bauersfeld
		Title: Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NO.		DESCRIPTION OF EXHIBIT

99.1		Press release dated May 11, 2015

Filing Compare · Armored AutoGroup Inc.