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
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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
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
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TABLE OF CONTENTS
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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