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): December 14, 2006

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)
3633 Flamingo Road, Miramar, Florida	33027
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (954) 883-1000

Check the appropriate box below if the Form 8-K filing 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)

þ 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))

TABLE OF CONTENTS

Ex-2.1 Amendment No.1 to Agreement and Plan of Merger

Ex-99.1 Press Release dated December 15, 2006

Item 1.01 Entry into a Material Definitive Agreement.

Item 7.01 Regulation FD Disclosure.

     On December 15, 2006, Applica Incorporated announced that it entered into an amendment to its merger agreement with affiliates of Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P. (together, “Harbinger Capital Partners”) under which Harbinger Capital Partners increased its offer to acquire all outstanding shares of Applica that it does not currently own to $6.50 per share in cash. Except as expressly amended or modified by the amendment, the provisions of the merger agreement will remain in full force and effect.

     The Applica Board of Directors unanimously accepted Harbinger Capital Partner’s increased offer of $6.50 per share and Applica entered into the amendment to the merger agreement. The offer and amendment followed Applica’s receipt of an unsolicited offer by NACCO Industries, Inc. to acquire all of the outstanding shares of Applica for $6.50 per share in cash.

     The foregoing description of the amendment is qualified in its entirety by reference to the actual terms of the amendment, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein in its entirety.

     In connection with the proposed transaction with Harbinger, Applica has filed a definitive proxy statement with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT APPLICA, THE PROPOSED TRANSACTION AND RELATED MATTERS. The final proxy statement has been mailed to Applica shareholders and a supplement explaining the increase in the purchase price described in this press release will be mailed to Applica shareholders.

     Investors and security holders may obtain free copies of these documents as they become available through the website maintained by the SEC at www.sec.gov. In addition, the documents filed with the SEC may be obtained free of charge by directing such requests to Applica Incorporated, 3633 Flamingo Road, Miramar, Florida 33027, Attention: Investor Relations ((954) 883-1000), or from Applica Incorporated’s website at www.applicainc.com.

     Applica Incorporated and its directors, executive officers and certain other members of Applica management may be deemed to be participants in the solicitation of proxies from Applica shareholders with respect to the proposed transaction. Information regarding the interests of these officers and directors in the proposed transaction has been included in the proxy statement filed with the SEC. In addition, information about Applica’s directors, executive officers and members of management is contained in Applica’s most recent proxy statement and annual report on Form 10-K, which are available on Applica’s website and at www.sec.gov.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

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• A copy of Amendment No.1 to the Merger Agreement is attached as Exhibit 2.1 to this Current Report on Form 8-K.

• A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

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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: December 15, 2006	Applica Incorporated
	By:	/s/ Terry Polistina
	Terry Polistina, Chief Operating Officer and Chief Financial Officer of Applica Incorporated

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Exhibit Index

Exhibit No.	Description
2.1	Amendment No. 1 to Agreement and Plan of Merger dated December 14, 2006
99.1	Applica Incorporated Press Release dated December 15, 2006

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EX-2.1

Exhibit 2.1

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

     AMENDMENT NO. 1, dated as of December 14, 2006 (this “First Amendment”), to the Agreement and Plan of Merger, dated as of October 19, 2006 (the “Merger Agreement”), by and among APN Holding Company, Inc., a Delaware corporation (“Parent”), APN Mergersub, Inc., a Florida corporation and a wholly owned direct subsidiary of Parent (“MergerSub”), and Applica Incorporated, a Florida corporation (the “Company”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Merger Agreement.

     WHEREAS, pursuant to, and subject to the limitations set forth in, Section 9.2 of the Merger Agreement, the Merger Agreement may be amended, modified, or supplemented only by the written agreement of the parties thereto; and

     WHEREAS, the parties hereto wish to amend the Merger Agreement as set forth below.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

          1. Amendment. Section 3.1(a) of the Merger Agreement is hereby amended by deleting the word “$6.00” in both instances and replacing each with the word “$6.50.”

          2. Miscellaneous.

               (a) Governing Law. This First Amendment shall be governed by and construed in accordance with the internal Laws of the State of Delaware applicable to Contracts made and wholly performed in such state, without regard to any applicable conflict of laws principles; provided, however, that the Merger will also be governed by the applicable provisions of the FCBA to the extent required thereby.

               (b) Counterparts. This First Amendment may be executed in two or more counterparts, all of which will be considered one and the same instrument and will become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that each party need not sign the same counterpart.

               (c) Continued Force and Effect. Except as expressly amended or modified herein, the provisions of the Merger Agreement are and shall remain in full force and effect.

               (d) Authorization and Validity of Agreement. The execution and delivery of this First Amendment by each of the parties hereto have been duly authorized and approved by their respective boards of directors and no other corporate action on the part of the parties hereto is necessary to authorize the execution and delivery of this First Amendment. This First Amendment has been, or will be when executed and delivered, duly executed and delivered by each of the parties hereto, and a valid and binding obligation of each of the parties hereto enforceable against each of the parties hereto in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

[Remainder of page intentionally left blank]

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     IN WITNESS WHEREOF, the undersigned has executed, or has caused to be executed, this First Amendment on the date first written above.

APN HOLDING COMPANY, INC.
By:	/s/ Philip Falcone
Name:	Philip Falcone
Title:	Vice President and Senior Managing Director
APN MERGERSUB, INC.
By:	/s/ Philip Falcone
Name:	Philip Falcone
Title:	Vice President and Senior Managing Director
APPLICA INCORPORATED
By:	/s/ Harry D. Schulman
Name:	Harry D. Schulman
Title:	Chairman and Chief Executive Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:	Investor Relations Department
	(954) 883-1000
	investor.relations@applicamail.com

APPLICA ENTERS INTO AMENDMENT TO MERGER AGREEMENT
WITH HARBINGER CAPITAL PARTNERS

Harbinger Increases Consideration For Shares It Does Not
Currently Own To $6.50 Per Share in Cash

Increase Follows Receipt of $6.50 Per Share Offer From NACCO Industries, Inc.

     Miramar, Florida (December 15, 2006) — Applica Incorporated (NYSE: APN) today announced that it has entered into an amendment to its merger agreement with affiliates of Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P. (together, “Harbinger Capital Partners”) under which Harbinger Capital Partners has increased its offer to acquire all outstanding shares of Applica that it does not currently own to $6.50 per share in cash. Harbinger Capital Partners is Applica’s largest shareholder, with ownership of an aggregate of 9,830,800 shares or approximately 40% of the common stock of Applica.

     The Applica Board of Directors unanimously accepted Harbinger Capital Partner’s increased offer of $6.50 per share and Applica entered into the amendment to the merger agreement. The offer and amendment followed Applica’s receipt late Wednesday night of an unsolicited offer by NACCO Industries, Inc. to acquire all of the outstanding shares of Applica for $6.50 per share in cash.

     The meeting of shareholders scheduled for December 28, 2006 for the purpose of approving the revised transaction with the affiliates of Harbinger Capital Partners will be convened as planned. Completion of the transaction, which is expected to occur following the December 28, 2006 meeting, is subject to regulatory approvals and other customary closing conditions. The transaction is not subject to any financing condition.

     Applica’s financial advisor is Banc of America Securities LLC and its legal advisor is Greenberg Traurig, P.A. Harbinger Capital Partners’ financial advisor with respect to this transaction is Lazard Frères & Co. LLC and its legal advisor is Paul, Weiss, Rifkind, Wharton & Garrison LLP.

About Applica Incorporated:

     Applica and its subsidiaries are marketers and distributors of a broad range of branded and private-label small household appliances. 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

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own brand names, such as Windmere®, LitterMaid®, Belson® and Applica®; and other private-label brand names. Applica’s customers include mass merchandisers, specialty retailers and appliance distributors primarily in North America, Mexico, Latin America and the Caribbean. Additional information about Applica is available at www.applicainc.com.

About Harbinger Capital Partners:

          The Harbinger Capital Partners investment team located in New York City manages in excess of $4 billion in capital through two complementary strategies. Harbinger Capital Partners Master Fund I, Ltd. is focused on restructurings, liquidations, event-driven situations, turnarounds and capital structure arbitrage, including both long and short positions in highly leveraged and financially distressed companies. Harbinger Capital Partners Special Situations Fund, L.P. is focused on distressed debt securities, special situation equities and private loans/notes in a predominantly long-only strategy.

* * * * *

          The statements contained in this news release that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are made subject to certain risks and uncertainties, which could cause actual results to differ materially from those presented in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Applica undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Among the factors that could cause plans, actions and results to differ materially from current expectations are, without limitation:

• the ability to obtain governmental approvals of the merger on the proposed terms and schedule;

• the failure to obtain approval of the merger from Applica shareholders;

• disruption from the merger making it more difficult to maintain relationships with customers, employees or suppliers;

• claims by NACCO Industries, Inc. and HB-PS Holding Company, Inc. related to the termination of their merger agreement with Applica;

• changes in the sales prices, product mix or levels of consumer purchases of small household appliances;

• bankruptcy of or loss of major retail customers or suppliers;

• changes in costs, including transportation costs, of raw materials, key component parts or sourced products;

• fluctuation of the Chinese currency;

• delays in delivery or the unavailability of raw materials, key component parts or sourced products;

• changes in suppliers;

• exchange rate fluctuations, changes in the foreign import tariffs and monetary policies, and other changes in the regulatory climate in the foreign countries in which Applica buys, operates and/or sell products;

• product liability, regulatory actions or other litigation, warranty claims or returns of products;

• customer acceptance of changes in costs of, or delays in the development of new products;

• increased competition, including consolidation within the industry; and

• other risks and uncertainties detailed from time to time in Applica’s Securities and Exchange Commission (“SEC”) filings.

          In connection with the proposed transaction with Harbinger, Applica has filed a definitive proxy statement with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT APPLICA, THE PROPOSED TRANSACTION AND RELATED MATTERS. The final proxy statement has been mailed to Applica shareholders and a supplement explaining the increase in the purchase price described in this press release will be mailed to Applica shareholders.

          Investors and security holders may obtain free copies of these documents as they become available through the website maintained by the SEC at www.sec.gov. In addition, the documents filed with the SEC may be obtained free of charge by directing such requests to Applica Incorporated, 3633 Flamingo Road, Miramar, Florida 33027, Attention: Investor Relations ((954) 883-1000), or from Applica Incorporated’s website at www.applicainc.com.

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          Applica Incorporated and its directors, executive officers and certain other members of Applica management may be deemed to be participants in the solicitation of proxies from Applica shareholders with respect to the proposed transaction. Information regarding the interests of these officers and directors in the proposed transaction has been included in the proxy statement filed with the SEC. In addition, information about Applica’s directors, executive officers and members of management is contained in Applica’s most recent proxy statement and annual report on Form 10-K, which are available on Applica’s website and at www.sec.gov.

Black & Decker^® is a trademark of The Black & Decker Corporation, Towson, Maryland.

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