-----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, Wkjba1wElI5i02mD2ApqJSR9NWcRS8OP2l0VcsDZxGF7L5DeTnxNvMA8iYzrwOm3 meRhz+4VBukrE5PYJY/zHA== 0000950144-07-000487.txt : 20070124 0000950144-07-000487.hdr.sgml : 20070124 20070124061246 ACCESSION NUMBER: 0000950144-07-000487 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070123 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070124 DATE AS OF CHANGE: 20070124 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: 07548097 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 g05179e8vk.htm APPLICA INCORPORATED Applica Incorporated
 

 
 
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) January 23, 2007
APPLICA INCORPORATED
(Exact name of Registrant as specified in its charter)
         
Florida   1-10177   59-1028301
         
(State or other jurisdiction of
incorporation) 		  (Commission file number)   (I.R.S. Employer
Identification Number)
         
3633 Flamingo Road, Miramar, Florida   33027
     
(Address of principal executive offices)   (Zip Code)
(954) 883-1000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
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 Instructions 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 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 2.01. Completion of Disposition of Assets.
     The disclosure set forth in Item 5.01 below is hereby incorporated herein by reference.
Item 3.01. Notice of Delisting.
     In connection with the closing of the Merger (as defined in Item 5.01 below), Applica Incorporated, a Florida corporation (“Applica”), notified the New York Stock Exchange of its intent to remove its common stock from listing on the New York Stock Exchange. In addition, Applica will file a Form 15 with the Securities and Exchange Commission to terminate the registration of such common stock.
Item 5.01. Changes in Control of Registrant.
     On January 23, 2007, Applica consummated the previously announced merger (the “Merger”) with affiliates of Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P. ( together “Harbinger Capital Partners”), pursuant to the Agreement and Plan of Merger, dated October 19, 2006, as subsequently amended (the “Merger Agreement”), by and among Applica, APN Holdings Company, Inc., a Delaware corporation (“Parent”), and APN Mergersub, Inc., a Florida corporation (“MergerSub”). A copy of the Merger Agreement was filed on October 20, 2006 with the Securities and Exchange Commission as exhibit 2.1 to a Current Report on Form 8-K, and the subsequent amendments have also been filed with the Securities and Exchange Commission on December 15, 2006, December 22, 2006, December 27, 2006, January 3, 2007 and January 17, 2007, as exhibits 2.1 to Current Reports on Form 8-K.
     Consummation of the Merger, in which MergerSub merged with and into Applica, with Applica continuing as the surviving corporation and a wholly owned subsidiary of Parent, occurred on January 23, 2007 following the adoption and approval of the Merger Agreement by a majority of Applica’s shareholders entitled to vote thereon at the special meeting of Applica shareholders held on January 23, 2007. At the effective time of the Merger, each outstanding share of Applica common stock (other than shares owned by Applica or Harbinger Capital Partners) was canceled and converted into the right to receive $8.25 in cash, without interest. Applica issued a press release announcing the closing of the Merger, a copy of which is attached as Exhibit 99.2 hereto and is hereby incorporated by reference.
     The aggregate merger consideration being paid to Applica shareholders (other than Harbinger Capital Partners) for the outstanding shares of Applica’s common stock that were cancelled as a result of the Merger is approximately $125 million in cash, which amount is being funded pursuant to the equity funding letters executed by Harbinger Capital Partners in connection with the Merger Agreement.
Item 5.02 Departure of Directors.
     In connection with the closing of the Merger, each member of the Applica Board of Directors has voluntarily resigned from the Applica Board of Directors, effective at the closing of the Merger.
Item 5.03 Amendment to Articles of Incorporation or Bylaws.
     The articles of incorporation and bylaws of Applica that were in effect immediately prior to the Merger were amended to read substantially in the forms attached as exhibits to the Merger Agreement, and as so amended, became the articles of incorporation and bylaws of the surviving corporation upon completion of the Merger.
Item 8.01. Other Events.
     On January 23, 2007, Applica issued a press release that the Merger Agreement was adopted and approved at the special meeting of Applica’s shareholders held on January 23, 2007. A copy of the press release is attached as Exhibit 99.1 hereto.
     On January 23, 2007, Applica issued a press release announcing the consummation of the Merger. A copy of the press release is attached as Exhibit 99.2 hereto.

2

 

Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following are filed as exhibits to this report.
     99.1 Press release issued by Applica on January 23, 2007.
     99.2 Press release issued by Applica on January 23, 2007.

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
 		  
  By:   /s/ Terry Polistina    
    Name:   Terry Polistina   
    Title:   Chief Operating Officer and
Chief Financial Officer of
Applica Incorporated 		  
 
Date: January 24, 2007

4

EX-99.1 2 g05179exv99w1.htm PRESS RELEASE Press release
 

FOR IMMEDIATE RELEASE
         
 
  Contact:   Investor Relations Department (954) 883-1000 investor.relations@applicamail.com
Harbinger Capital Partners Acquires Applica for $8.25 Per Share
     Miramar, Florida (January 23, 2007) — Applica Incorporated (NYSE: APN) today announced that it has completed the previously announced merger transaction 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 acquired Applica. The shares of Applica common stock that Harbinger Capital Partners did not previously own were cancelled and converted into the right to receive $8.25 per share in cash, without interest. Payment information will be mailed to Applica shareholders as soon as practicable.
     Completion of the transaction follows adoption and approval of the Harbinger Capital Partners merger agreement by Applica’s shareholders today at a special meeting of shareholders. Applica shares have ceased trading on the New York Stock Exchange.
     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 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 $5 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.
 
    Black & Decker® is a trademark of The Black & Decker Corporation, Towson, Maryland.

EX-99.2 3 g05179exv99w2.htm PRESS RELEASE Press release
 

FOR IMMEDIATE RELEASE
         
 
  Contact:   Investor Relations Department (954) 883-1000 investor.relations@applicamail.com
Applica Shareholders Approve Merger with Affiliates of
Harbinger Capital Partners
     Miramar, Florida (January 23, 2007) — Applica Incorporated (NYSE: APN) announced that at a special meeting of its shareholders held today, the 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”) was adopted and approved. Applica anticipates that the merger with Harbinger Capital Partners will be completed later today. Upon consummation of the merger, each outstanding share of Applica common stock (other than shares owned by Applica or Harbinger Capital Partners) will be cancelled and converted into the right to receive $8.25 in cash, without interest.
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 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 $5 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.
 
    Black & Decker® is a trademark of The Black & Decker Corporation, Towson, Maryland.

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