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 12, 2005
(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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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) |
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| Item 3.01 |
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing. |
In June 2005, the Securities and Exchange Commission approved certain amendments to the
continued listing criteria for issuers with a class of securities registered on the New York Stock
Exchange (the “NYSE”), under Rule 802.01 of the NYSE’s Listed Company Manual. Under the new
continued listing requirements, as they apply to Applica Incorporated (“Applica”), one of the
conditions which would cause Applica to fall “below criteria” is if its average market
capitalization is less than $75 million over a 30 trading-day period and, at the same time, its
stockholders’ equity is less than $75 million. The listing standards previously in effect required
Applica to maintain market capitalization or stockholders’ equity over $50 million, among other
standards, in order to meet the continued listing requirements. Applica was in full compliance
with the listing standards previously in effect.
On August 12, 2005, Applica received official notice from the NYSE that it failed to meet the
new continued listing requirements, as its total market capitalization was less than $75 million
over a 30 trading-day period and its stockholders’ equity was less than $75 million. In its press
release issued July 29, 2005 announcing its results of operations for its second fiscal quarter of
2005, Applica reported total stockholders’ equity of approximately $70.6 million as of June 30,
2005. In addition, based on 24,163,812 shares outstanding as of August 11, 2005, and the reported
closing price of Applica’s common stock on the NYSE on that date ($2.38), Applica had a market
capitalization of approximately $57.5 million as of that date.
Under the applicable NYSE compliance procedures, Applica has 45 days from the date of its
receipt of the notice to submit a plan to the NYSE to demonstrate its ability to achieve compliance
with the continued listing standards within 18 months. Applica currently intends to submit such a
plan. Beginning August 19, 2005, the NYSE will make available on its consolidated tape an
indicator, “.BC,” to reflect that Applica is below the NYSE’s quantitative continued listing
standards. In order to achieve compliance with the new continued listing standards, Applica would
have to increase its stockholders’ equity to $75 million, or to demonstrate a market capitalization
of at least $75 million, but not necessarily both, at the end of the 18-month compliance period or
for two consecutive quarters. If Applica fails to submit a compliance plan, if the NYSE does not
accept its plan, or if Applica is unable to gain compliance with the new standards, Applica would
seek listing on another exchange.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. On August 12, 2005, Applica issued a press release announcing its receipt of
the notice from the NYSE. A copy of the press release is attached as Exhibit 99 to this report.
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