Rayovac 2009 Annual Report Download - page 31

Table of Contents
Index to Financial Statements
of liquidity in the common stock may also make it difficult for us to issue additional securities for financing or other purposes, or to otherwise arrange for
any financing we may need in the future. In addition, we may experience other adverse effects, including, without limitation, the loss of confidence in us by
current and prospective suppliers, customers, employees and others with whom we have or may seek to initiate business relationships.
The market price of Spectrum Brands, Inc.’s common stock is likely to be highly volatile and could fluctuate widely in price in response to various
factors, many of which are beyond our control.
Factors that may influence the price of the common stock include, without limitation, the following:
• loss of any of our key customers or suppliers;
• additions or departures of key personnel;
• sales of the common stock;
• our ability to execute our business plan;
• operating results that fall below expectations;
• additional issuances of the common stock;
• low volume of sales due to concentrated ownership of the common stock;
• intellectual property disputes;
• industry developments;
• economic and other external factors; and
• period−to−period fluctuations in our financial results.
In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating
performance of particular companies. These market fluctuations may also materially and adversely affect the market price of the common stock. You should
also be aware that price volatility might be worse if the trading volume of shares of the common stock is low.
Additional issuances of Spectrum Brands, Inc.’s common stock may result in dilution to its existing stockholders.
As of December 21, 2009, Spectrum Brands, Inc. has issued under its 2009 equity incentive plan 629,213 shares and is authorized to issue up to a
total of 3,333,333 shares of its common stock, or options exercisable for shares of common stock. In addition, Spectrum Brands, Inc.’s board of directors
has the authority to issue additional shares of capital stock to provide additional financing or for other purposes in the future. The issuance of any such
shares or exercise of any such options may result in a reduction of the book value or market price of the outstanding shares of common stock. If Spectrum
Brands, Inc. does issue any such additional shares or any such options are exercised, such issuance or exercise also will cause a reduction in the
proportionate ownership and voting power of all other stockholders. As a result of such dilution, the proportionate ownership interest and voting power of a
holder of shares of common stock could be decreased. Further, any such issuance or exercise could result in a change of control. Under Spectrum Brands,
Inc.’s certificate of incorporation, holders of 5% or more of the outstanding common stock or capital stock into which any shares of common stock may be
converted have certain rights to purchase their pro rata share of certain future issuances of securities.
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