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): November 15, 2006
(Exact name of Registrant as specified in its charter)
Commission File Number 1-10177
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| Florida
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59-1028301 |
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| (State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number) |
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| 3633 Flamingo Road, Miramar, Florida
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33027 |
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| (Address of principal executive offices)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
The Federal Trade Commission, on behalf of itself and the Antitrust Division of the Department
of Justice, granted early termination of the waiting period imposed by the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, with respect to the merger of Applica Incorporated
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 will acquire all outstanding shares of Applica that it does not currently own for
$6 per share in cash.
The completion of the merger transaction remains subject to the receipt of shareholder
approval, as well as satisfaction of other customary closing conditions.
In connection with the proposed merger transaction with Harbinger Capital Partners, Applica
has filed a preliminary proxy statement with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
APPLICA, THE PROPOSED TRANSACTION AND RELATED MATTERS. The final proxy statement 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 will be included in the definitive proxy
statement to be 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.
(c) Exhibits. A copy of the press release announcing the early termination of the waiting
period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, is attached
as Exhibit 99 to this report.
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