Rayovac 2011 Annual Report Download - page 40

Even though SB Holdings’ common stock is currently traded on the NYSE, it has less liquidity than many
other stocks quoted on a national securities exchange.
The trading volume in SB Holdings’ common stock on the NYSE has been relatively low when compared
with larger companies listed on the NYSE or other stock exchanges. Because of this, it may be more difficult for
stockholders to sell a substantial number of shares for the same price at which stockholders could sell a smaller
number of shares. We cannot predict the effect, if any, that future sales of SB Holdings’ common stock in the
market, or the availability of shares of its common stock for sale in the market, will have on the market price of
SB Holdings’ common stock. We can give no assurance that sales of substantial amounts of SB Holdings’
common stock in the market, or the potential for large amounts of sales in the market, would not cause the price
of SB Holdings’ common stock to decline or impair SB Holdings’ future ability to raise capital through sales of
its common stock. Furthermore, because of the limited market and generally low volume of trading in SB
Holdings’ common stock that could occur, the share price of its common stock could be more likely to be
affected by broad market fluctuations, general market conditions, fluctuations in our operating results, changes in
the market’s perception of our business, and announcements made by SB Holdings, its competitors or parties
with whom SB Holdings has business relationships. The lack of liquidity in SB Holdings’ 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 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 Company’s Board
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