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 18, 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.
On December 18, 2006, NACCO Industries, Inc. filed a complaint in the United States District
Court, Northern District of Ohio, Eastern Division against Applica, Harbinger Capital Partners and
certain of its affiliates alleging violations of various securities laws and regulations. The
complaint seeks declaratory and injunctive relief, including, but not limited to, enjoining
Harbinger Capital Partners from proceeding with its proposed acquisition of Applica, ordering
Applica to correct alleged material misstatements and omissions in its proxy statement dated December 4,
2006, and enjoining Applica from proceeding with the proposed merger with affiliates of Harbinger.
Applica believes that the action is without merit and intends to vigorously defend the lawsuit.
The statements contained herein and in the attached press release that are not historical
facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are
made subject to certain risks and uncertainties, which could cause actual results to differ
materially from those presented in these forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of the date hereof.
Applica undertakes no obligation to publicly revise these forward-looking statements to reflect
events or circumstances that arise after the date hereof. Among the factors that could cause plans,
actions and results to differ materially from current expectations are, without limitation, the
uncertainty as to the outcome of the pending litigation and the impact of the pending litigation on
the proposed merger with Harbinger, as well as other risks and uncertainties detailed from time to
time in Applica’s Securities and Exchange Commission (“SEC”) filings.
Applica Incorporated and its subsidiaries are marketers and distributors of a broad range of
branded and private-label small household appliances. Applica markets and distributes kitchen
products, home products, pest control products, pet care products and personal care products.
Applica markets products under licensed brand names, such as Black & Decker®, its own brand names,
such as Windmere®, LitterMaid®, Belson® and Applica®, and other private-label brand names.
Applica’s customers include mass merchandisers, specialty retailers and appliance distributors
primarily in North America, Latin America and the Caribbean. Additional information regarding
Applica is available at www.applicainc.com.
In connection with the proposed transaction with Harbinger Capital Partners, Applica has filed
a definitive proxy statement and proxy supplement with the SEC. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT, THE PROXY SUPPLEMENT 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 definitive proxy
statement and proxy supplement have been 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.
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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 announcing the NACCO lawsuit is attached as Exhibit
99 to this report.
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