Rayovac 2012 Annual Report Download - page 41

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Additional issuances of SB Holdings’ common stock may result in dilution to its existing stockholders.
Prior to October 21, 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
of Directors adopted the Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Award Plan (the “2011 Plan”),
which was approved at the Annual Meeting of Stockholders on March 1, 2011. As a result of shareholder
approval of the 2011 Plan, no further awards will be granted under the 2009 Plan and the 2007 RH Plan. Up to
4,625,676 shares of common stock of the Company, net of cancellations, may be issued under the 2011 Plan. As
of November 16, 2012, we have issued 667,933 restricted shares and 2,721,937 restricted stock units under the
2009 Plan, the RH Plan and the 2011 Plan and are authorized to issue up to a total of 2,174,740 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
options may result in a reduction of the book value or market price of the outstanding shares of common stock. If
we do 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 our 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.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
31