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)
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| Florida
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1-10177
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59-1028301 |
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(State or other jurisdiction of
incorporation)
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(Commission file number)
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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) |
(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.
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