FORM 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION _____________________
WASHINGTON, D.C. 20549 | OMB APPROVAL |
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INITIAL STATEMENT OF |OMB NUMBER: 3235-0104|
BENEFICIAL OWNERSHIP OF SECURITIES |EXPIRES: |
| JANUARY 31, 2005 |
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
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1. Name and Address of Reporting Person*(1)
Steward Randall J.
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(Last) (First) (Middle)
c/o Rayovac Corporation, 601 Rayovac Drive
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(Street)
Madison Wisconsin 53711
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(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
8/19/2002 (1)
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3. I.R.S. Identification Number of Reporting Person, if an entity
(voluntary)
Not required.
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4. Issuer Name and Ticker or Trading Symbol
Rayovac Corporation (ROV)
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5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director
( ) 10% Owner
(X) Officer (give title below)
( ) Other (specify below)
Executive Vice President and Chief Financial Officer
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6. If Amendment, Date of Original (Month/Day/Year)
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7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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___Form filed by More than One Reporting Person
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TABLE I - NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
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|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) |
|--------------------|---------------|---------------|--------------------|
Common Stock 19,699 Direct Not applicable
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TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
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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)
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2. Date Exercisable and Expiration Date (Month/Day/Year)
A. Immediately A. 3/16/2008
B. Immediately B. 10/1/2008
C. Immediately C. 10/1/2009
D. Immediately D. 10/1/2010
E. See Footnote (2) E. 8/16/2012
F. See Footnote (3) F. 8/16/2012
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Date Exercisable Expiration Date
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3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)
A. Common Stock A. 92,582
B. Common Stock B. 2,500
C. Common Stock C. 11,625
D. Common Stock D. 8,250
E. Common Stock E. 49,495
F. Common Stock F. 49,495
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Title Amount or Number of Shares
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4. Conversion or Exercise Price of Derivative Security
A. $18.19
B. $16.19
C. $21.63
D. $14.50
E. $13.00
F. $13.00
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5. Ownership Form of Derivative Security: Direct(D) or Indirect(I)
(Instr. 5)
Direct
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6. Nature of Indirect Beneficial Ownership (Instr. 5)
Not Applicable.
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EXPLANATION OF RESPONSES:
(1) On November 8, 2001, the reporting person resigned from his
position as Rayovac's Executive Vice President of
Administration and Chief Financial Officer. On August 19,
2002, the reporting person rejoined Rayovac as Executive Vice
President and Chief Financial Officer.
(2) The option vests and becomes exercisable in equal annual
installments over a three-year period that will commence
October 1, 2002.
(3) The option vests and becomes exercisable in equal annual
installments over a three-year period that will commence
October 1, 2002, 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 August 29, 2002
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** SIGNATURE OF REPORTING PERSON DATE
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* IF THE FORM IS FILED BY MORE THAN ONE REPORTING PERSON, SEE
INSTRUCTION 5(b)(v).
** 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.
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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 16th day of August, 2002.
/s/ Randall J. Steward
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Signature
Randall J. Steward
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