Rayovac 2004 Annual Report Download - page 56

The price of our common stock could fluctuate.
The market price of our common stock has fluctuated over time. We believe that factors such as quarterly
operating results, changes in market conditions, securities analysts’ estimates of future operating results and the
overall performance of the economy and the stock market, as well as the other risks affecting our business, may
cause the market price of our common stock to fluctuate in the future. Broad market fluctuations have often been
unrelated or disproportionate to the operating performance of any individual company. These broad market
fluctuations may materially adversely affect our stock price, regardless of operating results. In addition, sales of
substantial amounts of our common stock in the public market, or the perception that such sales may occur, may
cause the market price of our common stock to decline.
Anti-takeover and other provisions of Wisconsin law and in our organizational documents could delay or
prevent a change in control, which could adversely affect the price of our stock. Our shareholders may be
liable for certain employee liabilities up to the par value of their shares.
The corporation law of the State of Wisconsin and our articles of incorporation and by-laws each contain
certain provisions which may, in effect, discourage, delay or prevent a change in control of us or unsolicited
acquisition proposals from taking place. These provisions may discourage transactions that otherwise could
provide for a premium over prevailing market prices for our common stock and could also adversely affect the
price that investors are willing to pay in the future for our shares of common stock.
In addition, in certain circumstances and subject to certain limitations under provisions of Wisconsin law,
shareholders may be liable for unpaid wages of our employees up to the par value of their shares.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required for this Item is included in this Annual Report on Form 10-K on pages 54 through
100, inclusive and is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our principal
executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and
procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of
the period covered by this Annual Report on Form 10-K. Based on this evaluation, our Chief Executive Officer
and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures are
effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in applicable SEC rules and forms.
Changes in Internal Control Over Financial Reporting. There was no change in our internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the
fiscal 2004 fourth quarter that has materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
ITEM 9B. OTHER INFORMATION
Not applicable.
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