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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the fiscal year ended October 1, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
   
 Jacuzzi Brands, Inc.
  Delaware
    
    22-3568449(State or other jurisdiction of
    
    (I.R.S. employerincorporation or organization)
    
    identification number)
 777 S. Flagler Drive; Suite 1100 WestWest Palm Beach, FL
    
    33401(Address of principal executive offices)
    
    (Zip code)
 (561) 514-3838
  Title Of Each Class
    
    Name of each exchange on which registeredCommon Stock, par value $.01 per share
    
    New York Stock Exchange
 None
 
 o x
 o x
 x o
 x
 x o
 o x




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TABLE OF CONTENTS
 Item
    
    
    
    
    PagePART IV15.
    
    Exhibits and Financial Statement Schedules
    
    
    1SIGNATURES
    
    
    2List of SubsidiariesConsent of Plante & Moran, PLLCSection 302 CertificationSection 302 CertificationSection 906 Certification




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EXPLANATORY NOTE
 Financial Statement Schedules.
   
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 The following documents are filed as a part of this report:
 
 Exhibits
 INDEX TO EXHIBITS
 ExhibitNumber
    
    Exhibit21
    .1
    
    Subsidiaries of Jacuzzi Brands, Inc.23
    .1
    
    Consent of Plante & Moran, PLLC, Independent Registered
    Public Accounting Firm31
    .1
    
    Certification of principal executive officer required by
    Rule 13a14a of the Exchange Act31
    .2
    
    Certification of principal financial officer required by
    Rule 13a14a of the Exchange Act32
    .1
    
    Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Financial Statement Schedules
  
 1




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SIGNATURES
  JACUZZI BRANDS, INC.By:
    /s/ David H. ClarkeDavid H. ClarkeChairman of the Board and
Chief Executive Officer  Signature
    
    Title/s/ David H. Clarke

David H. Clarke
    
    Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)/s/ Jeffrey B. Park*

Jeffrey B. Park
    
    Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)/s/ Francisco V. Puñal*

Francisco V. Puñal
    
    Vice President and Controller (Principal Accounting Officer)/s/ Brian C. Beazer*

Brian C. Beazer
    
    Director/s/ Veronica M. Hagen*

Veronica M. Hagen
    
    Director/s/ John J. McAtee, Jr.*

John J. McAtee, Jr.
    
    Director/s/ Claudia E. Morf*

Claudia E. Morf
    
    Director/s/ Royall Victor III*

Royall Victor III
    
    Director/s/ Thomas B. Waldin*

Thomas B. Waldin
    
    Director/s/ Robert R. Womack*

Robert R. Womack
    
    Director*      /s/ Steven C. Barre

Steven C. Barre,  Attorney-in-Fact
 2




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INDEPENDENT AUDITORS REPORT
 
    /s/ Plante & Moran, PLLCCertified Public Accountants 
 F-1




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REXAIR HOLDINGS, LLC AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
OCTOBER 1, 2005
 ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    6,395,000Accounts receivable:Trade
    
    
    7,476,000Affiliate (Note 14)
    
    
    3,007,000Inventory (Note 3)
    
    
    14,843,000Prepaid expenses and other current assets:Prepaid expenses
    
    
    1,056,000Deferred tax assets (Note 8)
    
    
    2,188,000Total current assets
    
    
    34,965,000Property and Equipment  Net (Note 4)
    
    
    18,899,000Goodwill (Note 5)
    
    
    76,685,000Intangible Assets (Note 5)
    
    
    69,576,000Deferred Financing Costs (Note 7)
    
    
    4,716,000Total assets
    
    $
    204,841,000LIABILITIES AND MEMBERS EQUITYCurrent Liabilities:Trade accounts payable
    
    $
    2,829,000Current portion of long-term debt (Note 7)
    
    
    7,340,000Accrued and other current liabilities (Note 6)
    
    
    12,210,000Total current liabilities
    
    
    22,379,000Long-term Debt  Net of current portion (Note 7)
    
    
    112,824,000Other Long-term LiabilitiesDeferred tax liabilities (Note 8)
    
    
    29,078,000Other long-term liabilities
    
    
    1,631,000Members Equity
    
    
    38,929,000Total liabilities and members equity
    
    $
    204,841,000
  F-2




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REXAIR HOLDINGS, LLC AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
PERIOD FROM JULY 1, 2005 TO OCTOBER 1, 2005
 Net Sales
    
    $
    28,592,000Cost of Sales
    
    
    16,477,000Gross Profit
    
    
    12,115,000Operating Expenses
    
    
    6,807,000Operating Income
    
    
    5,308,000Nonoperating Income (Expense)Interest income
    
    
    38,000Interest expense
    
    
    (2,885,000
    )Total nonoperating expense
    
    
    (2,847,000
    )Income  Before income taxes
    
    
    2,461,000Income Tax Expense (Note 8)
    
    
    789,000Net Income
    
    $
    1,672,000
  F-3




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REXAIR HOLDINGS, LLC AND SUBSIDIARY
CONSOLIDATED STATEMENT OF MEMBERS EQUITY
PERIOD FROM JULY 1, 2005 TO OCTOBER 1, 2005
 Members
    
    
    NoteMembers
    
    
    Equity -
    
    
    Receivable -Equity -Common
    
    
    Preferred
    
    
    Member
    
    
    Retained Earnings
    
    
    TotalBalance  July 1, 2005
    
    $
    3,726,000
    
    
    $
    33,531,000
    
    
    $
    
    
    
    $
    
    
    
    $
    37,257,000Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,672,000
    
    
    
    1,672,000Issuance  Members interest
    
    
    38,000
    
    
    
    342,000
    
    
    
    (380,000
    )
    
    
    
    
    
    
    Balance  October 1, 2005
    
    $
    3,764,000
    
    
    $
    33,873,000
    
    
    $
    (380,000
    )
    
    $
    1,672,000
    
    
    $
    38,929,000
  F-4




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REXAIR HOLDINGS, LLC AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
PERIOD FROM JULY 1, 2005 TO OCTOBER 1, 2005
 Cash Flows from Operating ActivitiesNet income
    
    $
    1,672,000Adjustments to reconcile net income to net cash from operating activities:Depreciation
    
    
    729,000Bad debt recovery
    
    
    (28,000
    )Amortization of deferred financing costs
    
    
    248,000Amortization of intangible assets
    
    
    543,000Deferred income tax benefit
    
    
    (805,000
    )Changes in operating assets and liabilities which provided (used) cash:Accounts receivable
    
    
    (2,524,000
    )Inventory
    
    
    5,662,000Prepaid expenses and other assets
    
    
    1,325,000Accounts payable
    
    
    1,110,000Accrued and other liabilities
    
    
    1,463,000Net cash provided by operating activities
    
    
    9,395,000Cash Flows from Investing Activities  Purchase of property and equipment
    
    
    (59,000
    )Cash Flows from Financing ActivitiesPayments on debt
    
    
    (3,836,000
    )Proceeds from revolving credit facilities
    
    
    250,000Payments on revolving credit facilities
    
    
    (350,000
    )Net cash used in financing activities
    
    
    (3,936,000
    )Net Increase in Cash and Cash Equivalents
    
    
    5,400,000Cash and Cash Equivalents  July 1, 2005
    
    
    995,000Cash and Cash Equivalents  October 1, 2005
    
    $
    6,395,000
  F-5




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REXAIR HOLDINGS, LLC AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1  Nature of Business and Significant Accounting Policies
     Principles of Consolidation
 Fiscal Years
 Use of Estimates
 Cash Equivalents
 Revenue Recognition
  Trade Accounts Receivable
 Inventory
 Property and Equipment
 F-6




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REXAIR HOLDINGS, LLC AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Note 1  Nature of Business and Significant Accounting Policies (Continued)
 Goodwill and Other Intangible Assets
  Income Taxes  Holdings
 Income Taxes  Rexair
 Shipping and Handling Costs
 Research and Development
 Derivative Financial Instruments
  Fair Value of Financial Instruments
 New Accounting Pronouncement Inventory Costs, an
Amendment of ARB No. 43, Chapter 4
 F-7




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REXAIR HOLDINGS, LLC AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Note 2  Business Combination
  Business Combinations, Basis in Leveraged Buyout Transactions.
  Assets:Current assets
    
    $
    32,873,000Property and equipment
    
    
    19,570,000Other noncurrent assets
    
    
    5,441,000Intangible assets
    
    
    70,119,000Goodwill
    
    
    76,685,000Total assets acquired
    
    $
    204,688,000Liabilities:Current liabilities
    
    $
    12,516,000Long-term debt
    
    
    124,100,000Other liabilities
    
    
    30,815,000Total liabilities assumed
    
    
    167,431,000Total value of net assets acquire
    
    
    $37,257,000
   F-8




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REXAIR HOLDINGS, LLC AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Note 3  Inventory
  Raw materials
    
    $
    4,970,000Work in process
    
    
    1,551,000Finished goods
    
    
    8,322,000Total inventory
    
    $
    14,843,000
  Note 4  Property and Equipment
  Depreciable Life -Amount
    
    YearsLand
    
    $
    255,000Buildings
    
    
    8,949,000
    
    
    
    20-25Machinery and equipment
    
    
    10,424,000
    
    
    
    1-15Total cost
    
    
    19,628,000Accumulated depreciation
    
    
    729,000Net property and equipment
    
    $
    18,899,000
  Note 5  Acquired Intangible Assets and Goodwill
  Gross Carrying
    
    
    AccumulatedAmount
    
    
    AmortizationAmortized intangible assets:Patented technology
    
    $
    2,326,000
    
    
    $
    58,000Distributor network
    
    
    34,952,000
    
    
    
    485,000Total amortized intangible assets
    
    
    37,278,000
    
    
    
    543,000Unamortized intangible assets  Trade name
    
    
    32,841,000
    
    
    
    Total intangible assets
    
    $
    70,119,000
    
    
    $
    543,000
   2006
    
    $
    2,170,0002007
    
    
    2,170,0002008
    
    
    2,170,0002009
    
    
    2,170,0002010
    
    
    2,170,000
  F-9




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REXAIR HOLDINGS, LLC AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Note 6  Accrued and Other Current Liabilities
  Income taxes payable
    
    $
    1,629,000Accrued compensation
    
    
    5,348,000Other accrued liabilities
    
    
    5,233,000Total
    
    $
    12,210,000
 Note 7  Long-term Debt
  First Lien Credit Agreement Debt
    
    $
    90,164,000Second Lien Credit Agreement Debt
    
    
    30,000,000Total
    
    
    120,164,000Less current portion
    
    
    7,340,000Long-term portion
    
    $
    112,824,000
       F-10




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REXAIR HOLDINGS, LLC AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Note 7  Long-term Debt (Continued)
  2006
    
    $
    7,340,0002007
    
    
    7,340,0002008
    
    
    7,340,0002009
    
    
    7,340,0002010
    
    
    60,804,000Thereafter
    
    
    30,000,000Total
    
    $
    120,164,000
  Note 8  Income Taxes
  Current income tax expense
    
    $
    1,594,000Deferred income tax benefit
    
    
    (805,000
    )Total income tax expense
    
    $
    789,000
  Income tax expense, computed at 35% of pretax income
    
    $
    861,000Effect of nondeductible expenses
    
    
    27,000Effect of nontaxable income, primarily related to foreign sales
    
    
    (124,000
    )Other, primarily state income taxes, net of federal benefit
    
    
    25,000Total income tax expense
    
    $
    789,000
  Deferred tax assets:Accruals and allowances
    
    $
    2,169,000Inventory
    
    
    113,000Postemployment benefits
    
    
    106,000Total deferred tax assets
    
    
    2,388,000Deferred tax liabilities:Property and equipment
    
    
    4,325,000Intangible assets
    
    
    24,953,000Total deferred tax liabilities
    
    
    29,278,000Net deferred tax liability
    
    $
    26,890,000
  F-11




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REXAIR HOLDINGS, LLC AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Note 9  Operating Leases
   Years EndingOctober 1
    
    Amount2006
    
    $
    270,0002007
    
    
    5,0002008
    
    
    4,000Total
    
    $
    279,000
 Note 10  Retirement Plan
  Note 11  Warranties
  Balance  July 1, 2005
    
    $
    1,178,000Warranty claims during three-month period
    
    
    (228,000
    )Warranty obligations recognized during three-month period
    
    
    114,000Balance  October 1, 2005
    
    $
    1,064,000
 Note 12  Contingencies
 Environmental Regulation
   F-12




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REXAIR HOLDINGS, LLC AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Note 12  Contingencies (Continued)
 Litigation
 Note 13  Members Capital
    Note 14  Related Party Transactions
  Accounts Receivable  Affiliate
 Management Fees
 Note 15  Cash Flows
   F-13