Sunbeam 2008 Annual Report Download - page 59

During 2007, the Company granted a total of approximately 2.1 million restricted awards. As part of these awards, in May 2007, the
Company’s board of directors approved the granting of an aggregate of 0.4 million restricted shares of the Company’s common stock to cer-
tain executive officers of the Company. The grant date fair value of these restricted share awards was $39.93 per share with an aggregate fair
value of $14.6 for the grant and a vesting stock price of $48.70 per share. In November 2007, the Company accelerated the vesting of these
and other restricted share awards for certain employees who in exchange forfeited the right to certain termination benefits. Additionally, the
affected employees are restricted from selling a portion of the shares through 2012, subject to certain exceptions. As a result, the Company
recorded a charge of $22.8 and the number common shares outstanding increased by approximately 0.8 million shares. The other restricted
awards granted by the Company during 2007 vest primarily by achieving certain performance measures or common stock price thresholds
in addition to rendering explicit service requirements. Approximately 0.4 million awards were granted with common stock thresholds and
the weighted average grant date fair value was $35.06 per share with an aggregate fair value of $14.5. Approximately 1.3 million awards
were granted with performance measures and the weighted average grant date fair value of these awards was $33.47 per share with an
aggregate fair value of $42.8.
During 2006, the majority of the restricted shares granted were primarily performance based awards which vest upon achievement
of certain internal performance measures and fulfillment of the explicit service periods. Additionally, there were 119,667 restricted shares
granted which vest on the date certain Jarden common stock prices targets are achieved and explicit service periods are rendered.
Asof December 31, 2008, there was $21.2 of unrecognized compensation cost related to non-vested share-based awards. Those
costs areexpected to be recognized through 2011 over a weighted-average period of approximately 12 months.
Stockholders’ Equity
On November 19, 2008, the Board of Directors (the “Board”) of the Company declared a dividend of one preferred share purchase
right (a “Right”) in connection with its adoption of a Rights Agreement dated as of November 19, 2008, for each outstanding share of com-
mon stock of the Company on December 1, 2008 (the “Record Date”). Each share of common stock issued after the Record Date will be
issued with an attached Right. The Rights are not immediately exercisable and detachable from the common stock. The Rights will become
exercisable and detachable upon the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or
associated persons has acquired beneficial ownership of at least 10% or at least 15% for certain institutional investors of the outstanding
shares of the Company’s common stock (with certain exceptions, an “Acquiring Person”) or (ii) 10 business days following the commence-
ment of,or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the benefi-
cial ownership by a person or group of at least 10% or at least 15% for certain institutional investors of the outstanding shares of common
stock (the earlier of such dates being called the “Distribution Date”). After the Distribution Date, each Right will entitle the holder to purchase
for $51.00, subject to adjustment, one one-thousandth of a share of the Company’s Series D Junior Participating Preferred Stock. In the event
the Rights become exercisable, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon
become void), will thereafter havethe right to receive upon exercise of a Right that number of shares of common stock having a market
value of two times the exercise price of the Right. In the event that after a person or group becomes an Acquiring Person, the Company is
acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper
provisions will be made so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person which will have
become void) will thereafter have the right to receive upon the exercise of a Right that number of shares of common stock of the person
with whom the Company has engaged in the foregoing transaction (or its parent) that at the time of such transaction have a market value
of two times the exercise price of the Right. If not earlier exchanged or redeemed, the Rights will expire on November 19, 2011.
InNovember 2007, the Company’s Board of Directors authorized a new stock repurchase program that would allow the Company to
repurchase up to $100 of its common stock. The Company repurchased approximately 1.5 million and 1.1 million shares of its common stock
in 2008 and 2007, respectively, under this plan at an average price per share of $15.12 and $26.58, respectively.
In August 2007, in connection with the Acquisition, the Company issued approximately 5.3 million shares of common stock
(see Note 3).
The common stock warrant (the “Warrant”) issued in connection with the Pure Fishing acquisition (see Note 3) grants the holder
the right to at any time after the one year from the date of issue to purchase approximately 2.2 million shares of Jarden common stock at
an initial purchase price of $45.32 per share (subject to adjustment as provided therein). The Warrant, which has an initial fair value of
approximately $13, must be exercised in full and expires on March 31, 2012. The Company has the option to require the holder to exercise
the Warrant if at any time after one year from the date of issuance the closing price of Jarden’s common stock exceeds $50.99 (subject to
equitable adjustment for certain transactions) for a period of three consecutive trading days. If the holder of the Note, also issued in connec-
tion with the Pure Fishing acquisition (see Note 3) causes Jarden to redeem the Note, then the threshold price for the right of mandatory
exercise of the Warrant will be reduced from the aforementioned $50.99 per share to $45.32 per share.
In November 2006, the Company completed an equity offering which included four million newly issued shares of common stock
that resulted in net proceeds to the Company of approximately $139. The proceeds were used to pay down outstanding loans under its
senior credit facility and securitization borrowings.
Notes to Consolidated Financial Statements
Jarden Corporation Annual Report 2008 (Dollars in millions, except per share data and unless otherwise indicated)
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