10-Q/A 1 e10-qa.txt APPLICA INC AMENDMENT #1 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q/A [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ____________ COMMISSION FILE NUMBER 1-10177 APPLICA INCORPORATED (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) FLORIDA 59-1028301 ------------------------------- ---------------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 5980 MIAMI LAKES DRIVE, MIAMI LAKES, FLORIDA 33014 -------------------------------------------- ---------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (305) 362-2611 ---------------------------------------------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) WINDMERE-DURABLE HOLDINGS, INC. ---------------------------------------------------- FORMER NAME, IF CHANGED SINCE LAST REPORT Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report(s), and (2) has been subject to such filing requirement for the past 90 days. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: NUMBER OF SHARES OUTSTANDING CLASS ON AUGUST 7, 2000 ----- ----------------------------- Common Stock, $.10 par value 23,035,355 2 PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the Company's Annual Meeting of Shareholders held on May 9, 2000, the shareholders of the Company voted to elect Susan J. Ganz, Barbara Friedson Garrett, J. Maurice Hopkins, Thomas J. Kane, Felix S. Sabates and Paul J. Sugrue as Directors of the Company. Continuing members of the Board of Directors of the Company, include: David M. Friedson, Harry D. Schulman, Jerald I. Rosen, Leonard Glazer, Lai Kin, Raymond So, Desmond Lai, Arnold Thaler and Frederick E. Fair. The number of votes cast for or withheld with respect to each of the nominees were as follows: NOMINEE FOR AGAINST ------- --- ------- Susan J. Ganz 19,343,895 1,670,483 Barbara Friedson Garrett 19,343,781 1,670,597 J. Maurice Hopkins 19,341,056 1,673,322 Thomas J. Kane 19,344,495 1,669,883 Felix S. Sabates 18,516,948 2,497,430 Paul J. Sugrue 19,341,695 1,672,683 The shareholders of the Company voted to approve the amendment of the Company's Amended and Restated Articles of Incorporation pursuant to which the name of the Company would be changed to Applica Incorporated. The shareholders cast 20,547,979 votes in favor of the amendment, 403,954 against and 62,445 withheld authority. The shareholders of the Company voted to approve the Company's amendment and restatement of its Amended and Restated Articles of Incorporation, which among other things, increases the number of authorized shares of Common Stock from 40,000,000 to 75,000,000. The shareholders cast 18,585,532 votes in favor of the amendment, 2,398,098 against and 30,748 withheld authority. The shareholders of the Company voted to approve the Company's 2000 Stock Option Plan. The shareholders cast 13,373,946 votes in favor of the Plan, 2,329,711 against and 62,450 withheld authority. The shareholders of the Company voted to approve the Company's 2000 Employee Stock Purchase Plan. The shareholders cast 14,822,954 votes in favor of the Plan, 895,843 against and 48,249 withheld authority. The shareholders of the Company voted to approve the amendment to the Company's 1997 Cash Bonus Plan for Executive Officers. The shareholders cast 20,151,856 votes in favor of the amendment, 788,973 against and 73,549 withheld authority. In addition, the shareholders of the Company ratified the reappointment of Grant Thornton LLP, independent certified public accountants, as the Company's auditors for the fiscal year ending December 31, 2000. The shareholders cast 20,776,072 votes in favor of the reappointment of Grant Thornton LLP, 41,551 votes against and 196,755 shareholders withheld authority. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. APPLICA INCORPORATED (Registrant) August 18, 2000 By: /s/ HARRY D. SCHULMAN -------------------------- Harry D. Schulman CHIEF OPERATING OFFICER, CHIEF FINANCIAL OFFICER AND SECRETARY (Duly authorized to sign on behalf of the Registrant) August 18, 2000 By: /s/ TERRY L. POLISTINA --------------------------- Terry L. Polistina SENIOR VICE PRESIDENT - FINANCE AND ADMINISTRATION (Duly authorized to sign on behalf of the Registrant) 24