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 20, 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
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.
On December 20, 2006, the United States District Court, Northern District of Ohio, Eastern
Division denied all of the motions in the lawsuit filed on December 19, 2006 by NACCO Industries,
Inc. against Applica, Harbinger Capital Partners and certain of its affiliates. The complaint
alleged violations of various securities laws and regulations, and sought declaratory and
injunctive relief, including, but not limited to, enjoining Applica from proceeding with the
proposed merger with affiliates of Harbinger Capital Partners. Although the lawsuit remains
pending, the Court has denied NACCO’s requests for a temporary restraining order, preliminary
injunction and expedited proceedings.
The decision paves the way for Applica to proceed with the special meeting of shareholders
scheduled for December 28, 2006 for the purpose of approving the amended merger agreement between
Applica and the affiliates of Harbinger Capital Partners, which provides for Applica shareholders
to receive $6.50 per share in cash, without interest, upon consummation of the Harbinger Capital
Partners merger.
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.
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 announcing the Court’s decision is attached as
Exhibit 99 to this report.
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