Rayovac 2014 Annual Report Download - page 44

• sales of the common stock;
• our ability to execute our business plan;
• announcements and consummations of business acquisitions;
• 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 its affiliates.
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.
Under our equity incentive plan approved by the shareholders on March 1, 2011, called the Spectrum
Brands Holdings, Inc. 2011 Omnibus Equity Award Plan (the “2011 Equity Plan”), 4,625,676 shares of common
stock of SB Holdings, net of cancellations, were authorized to be issued. At the 2014 annual shareholders
meeting, the 2011 Equity Plan was amended to increase the shares issuable by 1,000,000; therefore, a total of
5,625,676 shares, net of cancellations, are authorized to be issued under such plan. As of September 30, 2014, we
have issued 667,933 restricted shares and 3,768,198 restricted stock units (or the equivalent number of shares of
common stock upon the lapsing of the applicable restrictions) under the 2011 Plan and have a remaining
authorization to issue up to a total of 1,857,478 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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