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 19, 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):
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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
Applica Incorporated has filed with the United States Securities and Exchange Commission its
Board of Directors’ formal response to the unsolicited tender offer to purchase all outstanding
shares of Applica’s common stock at a purchase price of $6.50 per share that was commenced by Apex
Acquisition Corporation, a newly formed Florida corporation and an indirect, wholly owned
subsidiary of NACCO Industries, Inc.
In a filing on Schedule 14D-9, and in a letter to be mailed to shareholders, Applica’s Board
recommended that shareholders reject the NACCO offer and NOT tender their shares in the NACCO
offer.
The Board also reaffirmed Applica’s amended 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 will acquire all
outstanding shares of Applica that it does not currently own for $6.50 per share and recommended
that Applica’s shareholders vote “FOR” the adoption of the amended merger agreement between Applica
and affiliates of Harbinger Capital Partners.
In evaluating the NACCO offer and in reaching its determination to recommend that the Applica
shareholders reject the NACCO offer, the Applica board considered, among other things, the
following material factors and information: (i) NACCO’s per share offer price does not offer
any premium over the Harbinger Capital Partners' $6.50 per share price; (ii) the Harbinger Capital Partners amended merger agreement
is at least as favorable to Applica’s shareholders as the NACCO offer; (iii) the NACCO offer is
highly conditional and includes extensive broadly drafted and subjective conditions; (iv) given
certain provisions contained in the Harbinger Capital Partners agreement, it is not possible to
satisfy various closing conditions to the NACCO offer at this time; (v) although the NACCO offer is
not subject to a financing closing condition, it is uncertain whether Apex Acquisition Corporation
will have access to sufficient cash to complete the NACCO offer.
A meeting is scheduled for December 28, 2006 for the purpose of approving the amended merger
agreement between Applica and the affiliates of Harbinger Capital Partners. This meeting will be
convened as planned and completion of the transaction is expected to occur shortly thereafter.
In connection with the proposed transaction with Harbinger Capital Partners, Applica has filed
a definitive proxy statement, a proxy supplement and a Schedule 14d-9 recommendation statement with
the SEC. Investors and security holders are urged to read the definitive proxy statement, the proxy
supplement, the Schedule 14d-9 recommendation 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 with Harbinger Capital Partners, the NACCO tender offer and
related matters.
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.
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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.
(c) Exhibits. A copy of the press release regarding the Board’s recommendation regarding the
NACCO tender offer is attached as Exhibit 99 to this report.
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