EX-99.(E)(14) 3 g04873exv99wxeyx14y.htm APPLICA INCORPORATED Applica Incorporated
 

Exhibit (e)(14)
EXCERPTS FROM THE THIRD SUPPLEMENT TO APPLICA’S
DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A
(FILED WITH THE SEC ON DECEMBER 28, 2006)
UPDATE TO INTERESTS OF OUR DIRECTORS AND EXECUTIVE OFFICERS IN THE
MERGER
     In considering the recommendation of the board to vote in favor of the adoption of the merger agreement, our shareholders should be aware that members of the board of directors and certain of our executive officers have interests in the merger that are different from, or are in addition to, the interests of Applica shareholders generally and that may create potential conflicts of interest. During its deliberations in determining to recommend to its shareholders that they vote in favor of the merger proposal, the board was aware of these interests. This section updates certain information contained in the definitive proxy statement regarding the interests of our directors and executive officers in the merger to reflect the revised per share purchase price set forth in the amended merger agreement. Otherwise the information in the definitive proxy statement under the heading “Interests of our Directors and Executive Officers in the Merger” remains unchanged. Please refer to the more detailed information regarding such interests contained in the definitive proxy statement.
Treatment of Stock Options
     As of the record date, there were 770,000 shares of our common stock subject to outstanding stock options granted under our equity incentive plans to our current executive officers and directors with a per share exercise price of less than $7.50. As of the effective time of the merger, all options to acquire Applica common stock outstanding immediately prior to the effective time of the merger, whether or not then exercisable or vested, shall become:
    fully exercisable and vested; and
 
    shall be cancelled, retired and extinguished and shall no longer be outstanding following the effective time of the merger.
     In the merger, each director and executive officer holding stock options that have an exercise price of less than $7.50 per share will receive an amount in cash, without interest, less any required withholding taxes, equal to the excess of $7.50 over the applicable per share exercise price for each stock option held, multiplied by the aggregate number of shares of our common stock into which the applicable stock option was exercisable immediately prior to the effective time of the merger. Options with a per share exercise price equal to or in excess of $7.50 will be terminated and cancelled without any consideration therefore if not exercised prior to the effective time of the merger.

 


 

     The following table summarizes the outstanding vested and unvested options held by our executive officers and directors as of the record date, and the consideration that each of them will receive pursuant to the amended merger agreement in connection with the cancellation of their options:
                         
            Weighted Average    
    No. of Shares   Exercise Price of    
    Underlying In-The-   In-The-Money Vested    
    Money Vested and   and Unvested   Resulting
Name   Unvested Options   Options   Consideration
Susan J. Ganz
    3,000     $ 3.48     $ 12,060  
Leonard Glazer
    3,000     $ 3.48     $ 12,060  
Ware H. Grove
    3,000     $ 3.48     $ 12,060  
Brian Guptill
    40,000     $ 4.575     $ 117,000  
J. Maurice Hopkins
    3,000     $ 3.48     $ 12,060  
Thomas J. Kane
    3,000     $ 3.48     $ 12,060  
Christopher B. Madison
                 
Terry L. Polistina
    150,000     $ 4.553     $ 442,050  
Jerald I. Rosen
    3,000     $ 3.48     $ 12,060  
Harry D. Schulman
    550,000     $ 4.227     $ 1,800,150  
Paul K. Sugrue
    3,000     $ 3.48     $ 12,060