UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 50938 / December 28, 2004

Admin. Proc. File No. 3-11785

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted against Robert J. Cassandro ("Cassandro") pursuant to Rule 102(e)(3)(i) of the Commission's Rules of Practice.¹

II.

In anticipation of the institution of these proceedings, Cassandro has submitted an Offer of Settlement (the "Offer") which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission's jurisdiction over him and the subject matter of these proceedings, and the findings contained in Section III.C below, which are admitted, Cassandro consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) of the Commission's Rules of Practice, Making Findings, and Imposing Remedial Sanctions ("Order"), as set forth below.

III.

On the basis of this Order and Cassandro's Offer, the Commission finds that:

A. Cassandro is and has been an attorney and a member of the bar in New York and Connecticut. He served as outside counsel to Spectrum Brands Corporation during the relevant period.

B. Spectrum Brands Corporation ("Spectrum Brands" or "company") was an inactive, publicly traded shell headquartered in Boca Raton, Florida, as of September 2001. In October 2001, control of Spectrum Brands was transferred to a group of stock promoters working in Hicksville, New York, including a number of convicted felons. These stock promoters exercised pervasive control over Spectrum Brands from October through at least mid-December, 2001. The company's common stock traded on NASDAQ's OTC Bulletin Board.

C. On September 29, 2004, the Commission filed a complaint against Cassandro in SEC v. Robert J. Cassandro, et al. (Civil Action No. 04CV4199) in the United States District Court for the Eastern District of New York. On December 10, 2004, the court entered an order permanently enjoining Cassandro, by consent, from future violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Cassandro was also ordered to pay $950 in disgorgement, plus $142 in prejudgment interest, and a $25,000 civil money penalty.

D. The Commission's complaint alleged, among other things, that Spectrum Brands was secretly managed and controlled by a group of stock promoters in Hicksville, New York, some of whom were convicted felons. To conceal its true ownership from the investing public, on or about October 31, 2001, Spectrum Brands stated in a Form 8-K filed with the Commission that a Michael J. Burns ("Burns") was the sole officer and director of the company and that the corporate address was in Hauppauge, New York. In truth, Burns had little or no management responsibility for Spectrum Brands and the Hauppauge address was a mail drop. The Complaint alleged that Cassandro participated in drafting the false and misleading Form 8-K.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanction agreed to in Cassandro's Offer.

Accordingly, it is hereby ORDERED, effective immediately, that Cassandro is suspended from appearing or practicing before the Commission as an attorney.

By the Commission.

Endnotes

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¹ Rule 102(e)(3)(i) provides, in relevant part, that:

The Commission, with due regard to the public interest and without preliminary hearing, may, by order, . . . suspend from appearing or practicing before it any . . . attorney . . . who has been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his or her misconduct in an action brought by the Commission, from violating or aiding and abetting the violation of any provision of the Federal securities laws or of the rules and regulations thereunder.

http://www.sec.gov/litigation/admin/34-50938.htm