Rayovac 2010 Annual Report Download - page 42

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 SB Holdings’ 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;
• period-to-period fluctuations in our financial results; and
• market concerns with respect to the potential indirect impact of matters not directly involving SB
Holdings but impacting HRG or the Harbinger Parties.
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 SB Holdings’ common stock may result in dilution to its existing stockholders.
As of September 30, 2010, we had two active equity incentive plans under which shares of the Company
could be issued, the 2009 Spectrum Brands Inc. Incentive Plan (the “2009 Plan”) and the Spectrum Brands
Holdings, Inc. 2007 Omnibus Equity Award Plan (the “RH Plan”). On October 21, 2010, the our Board of
Directors adopted the Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Award Plan (“2011 Plan”), subject
to shareholder approval prior to October 21, 2011 and we intend to submit the 2011 Plan for shareholder
approval in connection with our next Annual Meeting. Upon such shareholder approval, no further awards will
be granted under the 2009 Plan and the 2007 RH Plan. 4,625,676 shares of our common stock of the Company,
net of cancellations, may be issued under the 2011 Plan. While we have begun granting awards under the 2011
Plan, the 2011 Plan (and awards granted thereunder) are subject to the approval by a majority of the holders of
our common stock eligible to vote thereon prior to October 21, 2011. As December 10, 2010, we have issued
667,933 restricted shares and 1,694,048 restricted stock units under the 2009 Plan, the RH Plan and the 2011
Plan and are authorized to issue up to a total of 3,202,590 shares of our common stock, or options or restricted
stock units exercisable for shares of common stock.
In addition, our 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
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