3/A 1 s227628.txt FORM 3/A FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION _____________________ WASHINGTON, D.C. 20549 | OMB APPROVAL | |---------------------| INITIAL STATEMENT OF |OMB NUMBER: 3235-0104| BENEFICIAL OWNERSHIP OF SECURITIES |EXPIRES: | | DECEMBER 31, 2001 | Filed pursuant to Section 16(a) of the |ESTIMATED AVERAGE | Securities Exchange Act of 1934, |BURDEN HOURS | Section 17(a) of the Public Utility |PER RESPONSE..... 0.5| Holding Company Act of 1935 |_____________________| or Section 30(f) of the Investment Company Act of 1940 --------------------------------------------------------------------------- 1. Name and Address of Reporting Person Cheeseman Paul G. ----------------------------------------------------------------------- (Last) (First) (Middle) c/o Rayovac Corporation, 601 Rayovac Drive ----------------------------------------------------------------------- (Street) Madison Wisconsin 53711 ----------------------------------------------------------------------- (City) (State) (Zip) --------------------------------------------------------------------------- 2. Date of Event Requiring Statement (Month/Day/Year) 11/26/2001 --------------------------------------------------------------------------- 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) Not required. --------------------------------------------------------------------------- 4. Issuer Name and Ticker or Trading Symbol Rayovac Corporation (ROV) --------------------------------------------------------------------------- 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) ( ) Director ( ) 10% Owner (X) Officer (give title below) ( ) Other (specify title below) Senior Vice President of Technology --------------------------------------------------------- --------------------------------------------------------------------------- 6. If Amendment, Date of Original (Month/Day/Year) November 30, 2001 --------------------------------------------------------------------------- 7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person ___Form filed by More than One Reporting Person =========================================================================== TABLE I - NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED --------------------------------------------------------------------------- |1. Title of Security|2. Amount of |3. Ownership |4. Nature of | | (Instr. 4) | Securities | Form: Direct| Indirect | | | Beneficially| (D) or | Beneficial | | | Owned | Indirect (I)| Ownership | | | (Instr. 4) | (Instr. 5) | (Instr. 5) | |--------------------|---------------|---------------|--------------------| No securities owned. =========================================================================== TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES) --------------------------------------------------------------------------- 1. Title of Derivative Security (Instr. 4) (a) Employee Stock Option (Right to Buy) (b) Employee Stock Option (Right to Buy) (c) Employee Stock Option (Right to Buy) (d) Employee Stock Option (Right to Buy) (e) Employee Stock Option (Right to Buy) (f) Employee Stock Option (Right to Buy) (g) Employee Stock Option (Right to Buy) (h) Employee Stock Option (Right to Buy) (i) Employee Stock Option (Right to Buy) (j) Employee Stock Option (Right to Buy) (k) Employee Stock Option (Right to Buy) (l) Employee Stock Option (Right to Buy) --------------------------------------------------------------------------- 2. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Expiration Date (a) See Footnote 1 06/15/2008 (b) See Footnote 2 06/15/2008 (c) See Footnote 3 06/15/2008 (d) See Footnote 4 06/15/2008 (e) See Footnote 5 10/01/2009 (f) See Footnote 6 10/01/2009 (g) See Footnote 7 10/01/2010 (h) See Footnote 8 10/01/2010 (i) See Footnote 9 10/01/2011 (j) See Footnote 10 10/01/2011 (k) See Footnote 9 10/01/2011 (l) See Footnote 10 10/01/2011 --------------------------------------------------------------------------- 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) Title Amount or Number of Shares (a) Common Stock, par value $.01 per share 12,500 (b) Common Stock, par value $.01 per share 12,500 (c) Common Stock, par value $.01 per share 12,500 (d) Common Stock, par value $.01 per share 12,500 (e) Common Stock, par value $.01 per share 2,500 (f) Common Stock, par value $.01 per share 2,500 (g) Common Stock, par value $.01 per share 10,000 (h) Common Stock, par value $.01 per share 10,000 (i) Common Stock, par value $.01 per share 6,000 (j) Common Stock, par value $.01 per share 6,000 (k) Common Stock, par value $.01 per share 12,500 (l) Common Stock, par value $.01 per share 12,500 --------------------------------------------------------------------------- 4. Conversion or Exercise Price of Derivative Security (a) $21.25 (b) $21.25 (c) $21.25 (d) $21.25 (e) $21.63 (f) $21.63 (g) $14.50 (h) $14.50 (i) $14.50 (j) $14.50 (k) $14.50 (l) $14.50 --------------------------------------------------------------------------- 5. Ownership Form of Derivative Security: Direct(D) or Indirect(I) (Instr. 5) (a) D (b) D (c) D (d) D (e) D (f) D (g) D (h) D (i) D (j) D (k) D (l) D --------------------------------------------------------------------------- 6. Nature of Indirect Beneficial Ownership (Instr. 5) Not applicable. =========================================================================== EXPLANATION OF RESPONSES: (1) The option, granted under the 1997 Rayovac Incentive Plan (the "1997 Plan"), vests and becomes exercisable in equal annual installments over a four-year period that commenced June 15, 1998. (2) The option, granted under the 1997 Plan, vests and becomes exercisable in equal annual installments over a four-year period that commenced June 15, 1998, subject to Rayovac's achievement of certain performance goals each year. If any such performance goal is not met, the unvested portion of the option will vest and become exercisable one day prior to its expiration. (3) The option, granted under the Rayovac Corporation 1996 Stock Option Plan (the "1996 Plan"), vests and becomes exercisable in equal annual installments over a four-year period that commenced June 15, 1998. (4) The option, granted under the 1996 Plan, vests and becomes exercisable in equal annual installments over a four-year period that commenced June 15, 1998, subject to Rayovac's achievement of certain performance goals each year. If any such performance goal is not met, the unvested portion of the option will vest and become exercisable one day prior to its expiration. (5) The option, granted under the 1997 Plan, vests and becomes exercisable in equal annual installments over a four-year period that commenced October 1, 1999. (6) The option, granted under the 1997 Plan, vests and becomes exercisable in equal annual installments over a four-year period that commenced October 1, 1999, subject to Rayovac's achievement of certain performance goals each year. If any such performance goal is not met, the unvested portion of the option will vest and become exercisable one day prior to its expiration. (7) The option, granted under the 1997 Plan, vests and becomes exercisable as to 33% of the underlying shares in each of the first and second years and 34% of the underlying shares in the third year of the three-year period that commenced November 7, 2000. (8) The option, granted under the 1997 Plan, vests and becomes exercisable as to 33% of the underlying shares in each of the first and second years and 34% of the underlying shares in the third year of the three-year period that commenced November 7, 2000, subject to Rayovac's achievement of certain performance goals each year. If any such performance goal is not met, the unvested portion of the option will vest and become exercisable one day prior to its expiration. (9) The option, granted under the 1997 Plan, vests and becomes exercisable as to 33% of the underlying shares in each of the first and second years and 34% of the underlying shares in the third year of the three-year period that commenced October 1, 2001. (10) The option, granted under the 1997 Plan, vests and becomes exercisable as to 33% of the underlying shares in each of the first and second years and 34% of the underlying shares in the third year of the three-year period that commenced October 1, 2001, subject to Rayovac's achievement of certain performance goals each year. If any such performance goal is not met, the unvested portion of the option will vest and become exercisable one day prior to its expiration. /s/ James T. Lucke, as attorney-in-fact January 8, 2002 ------------------------------------------ -------------------- ** SIGNATURE OF REPORTING PERSON DATE ----------------------------- ** INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS CONSTITUTE FEDERAL CRIMINAL VIOLATIONS. SEE 18 U.S.C. 1001 AND 15 U.S.C. 78ff(a). NOTE: FILE THREE COPIES OF THIS FORM, ONE OF WHICH MUST BE MANUALLY SIGNED. IF SPACE IS INSUFFICIENT, SEE INSTRUCTION 6 FOR PROCEDURE. POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB NUMBER. =========================================================================== POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints James T. Lucke his true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer/director of Rayovac Corporation (the "Company"), any and all Forms 3, 4 and 5 required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to such attorney-in- fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of November, 2001. /s/ Paul G. Cheeseman --------------------------- Signature Paul G. Cheeseman -------------------------- Print or type name