Rayovac 2013 Annual Report Download - page 42

• 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 SB Holdings’ 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.
Prior to October 21, 2010, we had two active equity incentive plans under which shares of SB Holdings
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, SB Holdings’ 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 RH Plan. Up to
4,625,676 shares of common stock of SB Holdings, net of cancellations, may be issued under the 2011 Plan. As
of November 25, 2013, we have issued 667,933 restricted shares and 3,113,068 restricted stock units under the
2009 Plan, the RH Plan and the 2011 Plan and are authorized to issue up to a total of 1,512,608 shares of our
common stock, or options or restricted stock units exercisable for shares of common stock.
In addition, SB Holdings’ 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.
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