-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AmCa6eI2C77zWHv3KzL1V+8KlkywSJWdtQQWLylkW7usGL/RR4esQX6aCFxTX9GX Yj0zYsxg/ivU3k978qA1Mw== 0000950144-04-008649.txt : 20040827 0000950144-04-008649.hdr.sgml : 20040827 20040827080155 ACCESSION NUMBER: 0000950144-04-008649 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040827 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20040827 DATE AS OF CHANGE: 20040827 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPLICA INC CENTRAL INDEX KEY: 0000217084 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC HOUSEWARES & FANS [3634] IRS NUMBER: 591028301 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10177 FILM NUMBER: 041000395 BUSINESS ADDRESS: STREET 1: 5980 MIAMI LAKES DR CITY: MIAMI LAKES STATE: FL ZIP: 33014 BUSINESS PHONE: 3053622611 MAIL ADDRESS: STREET 1: 5980 MIAMI LAKES DRIVE CITY: MIAMI LAKES STATE: FL ZIP: 33014 FORMER COMPANY: FORMER CONFORMED NAME: WINDMERE DURABLE HOLDINGS INC DATE OF NAME CHANGE: 19970224 FORMER COMPANY: FORMER CONFORMED NAME: WINDMERE CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SAVE WAY INDUSTRIES INC DATE OF NAME CHANGE: 19830815 8-K 1 g90741e8vk.htm APPLICA INCORPORATED - FORM 8-K APPLICA INCORPORATED - FORM 8-K
 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 27, 2004

APPLICA INCORPORATED


(Exact name of Registrant as specified in its charter)

Commission File Number 1-10177

     
Florida   59-1028301

 
 
 
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification Number)
     
5980 Miami Lakes Drive, Miami Lakes, Florida   33014

 
 
 
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (305) 362-2611

     Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 


 

Item 1.01. Entry into a Material Definitive Agreement.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     On August 27, 2004, Applica Incorporated issued a press release announcing that David M. Friedson resigned his positions as Chairman of the Board and a director of the company effective immediately. Mr. Friedson did not resign due to any disagreements with the company on any matter relating to the company’s operations, policies or practices. Harry D. Schulman will become interim Chairman of the Board while retaining his current title of President and Chief Executive Officer of the Company. The vacated board seat will remain empty at this time.

     A copy of the press release is attached as Exhibit 99.1 to this report.

     In connection with his resignation, the company entered into a separation agreement with Mr. Friedson on August 26, 2004. Pursuant to such agreement, Mr. Friedson’s employment agreement was terminated and the company agreed to pay him $6.5 million over the next year. Mr. Friedson agreed to repay approximately $3.1 million in outstanding loans to the company on or before June 15, 2005. The company agreed to provide Mr. Friedson certain health insurance benefits for a period of 18 months and to extend the exercise period of options to purchase 500,000 shares of the common stock of the company for an exercise price of $3.625 per share. The options, which would have expired 90 days after the termination of Mr. Friedson’s employment, will now expire in December 2005, which was the original expiration term. The agreement also contains mutual releases and confidentiality and non-compete provisions.

2


 

SIGNATURE

     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.
         
Date: August 27, 2004   Applica Incorporated
 
 
  By:   /s/ Terry Polistina    
    Terry Polistina, Senior Vice President and   
    Chief Financial Officer of Applica Incorporated   

3


 

         

Exhibit Index

     
Exhibit No.

99.1
  Description

Applica Incorporated Press Release dated August 27, 2004

4

EX-99.1 2 g90741exv99w1.htm EX-99.1 PRESS RELEASE 08/27/04 exv99w1
 

Exhibit 99.1

[Applica logo]

FOR IMMEDIATE RELEASE

       
 
Contact:
  Investor Relations Department
(305) 362-2611
investor.relations@applicamail.com

Applica Incorporated Announces Resignation of
David M. Friedson as Chairman of the Board and Director

     Miami Lakes, Florida (August 27, 2004) — Applica Incorporated (NYSE: APN) today announced that David M. Friedson has resigned his positions as Chairman of the Board and Director of the company for personal reasons effective immediately. Harry D. Schulman will become interim Chairman of the Board while retaining his current title of President and Chief Executive Officer of the Company. The vacated board seat will remain empty at this time.

     Mr. Schulman commented “On behalf of the Board of Directors and the employees of Applica, we would like to express our appreciation to David Friedson for his efforts on behalf of the company over the past 28 years. We wish David the best of luck in his future endeavors and thank him for his significant contributions.”

     Applica Incorporated and its subsidiaries are marketers and distributors of a broad range of branded and private-label small electric consumer goods. Applica markets and distributes kitchen products, home products, pest control products, pet care products and personal care products. Applica markets products under licensed brand names, such as Black & Decker®, its own brand names, such as Windmere®, LitterMaid® and Applica®, and other private-label brand names. Applica’s customers include mass merchandisers, specialty retailers and appliance distributors primarily in North America, Latin America and the Caribbean. The Company operates manufacturing facilities in Mexico. Additional information regarding the Company is available at www.applicainc.com.

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