Exhibit (e)(16)
EXCERPTS FROM THE FOURTH SUPPLEMENT TO APPLICA’S
DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A
(FILED WITH THE SEC ON JANUARY 4, 2007)
UPDATE TO INTERESTS OF OUR DIRECTORS AND EXECUTIVE OFFICERS
IN THE MERGER
In considering the recommendation of the board to vote in favor of the adoption of the merger
agreement, our shareholders should be aware that members of the board of directors and certain of
our executive officers have interests in the merger that are different from, or are in addition to,
the interests of Applica shareholders generally and that may create potential conflicts of
interest. During its deliberations in determining to recommend to its shareholders that they vote
in favor of the merger proposal, the board was aware of these interests. This section updates
certain information contained in the definitive proxy statement regarding the interests of our
directors and executive officers in the merger to reflect the revised per share purchase price set
forth in the amended merger agreement. Otherwise the information in the definitive proxy statement
under the heading “Interests of our Directors and Executive Officers in the Merger” remains
unchanged. Please refer to the more detailed information regarding such interests contained in the
definitive proxy statement.
Treatment of Stock Options
As of the record date, there were 772,000 shares of our common stock subject to outstanding
stock options granted under our equity incentive plans to our current executive officers and
directors with a per share exercise price of less than $7.75. As of the effective time of the
merger, all options to acquire Applica common stock outstanding immediately prior to the effective
time of the merger, whether or not then exercisable or vested, shall become:
| • |
|
fully exercisable and vested; and |
| |
| • |
|
shall be cancelled, retired and extinguished and shall no longer be outstanding
following the effective time of the merger. |
In the merger, each director and executive officer holding stock options that have an exercise
price of less than $7.75 per share will receive an amount in cash, without interest, less any
required withholding taxes, equal to the excess of $7.75 over the applicable per share exercise
price for each stock option held, multiplied by the aggregate number of shares of our common stock
into which the applicable stock option was exercisable immediately prior to the effective time of
the merger. Options with a per share exercise price equal to or in excess of $7.75 will be
terminated and cancelled without any consideration therefore if not exercised prior to the
effective time of the merger.
The following table summarizes the outstanding vested and unvested options held by our
executive officers and directors as of the record date, and the consideration that each of them
will receive pursuant to the amended merger agreement in connection with the cancellation of their
options:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Weighted Average |
|
|
| |
|
No. of Shares |
|
Exercise Price of |
|
|
| |
|
Underlying In-The- |
|
In-The-Money Vested |
|
|
| |
|
Money Vested and |
|
and Unvested |
|
Resulting |
| Name |
|
Unvested Options |
|
Options |
|
Consideration |
Susan J. Ganz |
|
|
4,500 |
|
|
$ |
4.3533 |
|
|
$ |
15,285 |
|
Leonard Glazer |
|
|
4,500 |
|
|
$ |
4.3533 |
|
|
$ |
15,285 |
|
Ware H. Grove |
|
|
3,000 |
|
|
$ |
3.48 |
|
|
$ |
12,810 |
|
Brian Guptill |
|
|
42,000 |
|
|
$ |
4.7124 |
|
|
$ |
127,580 |
|
J. Maurice Hopkins |
|
|
4,500 |
|
|
$ |
4.3533 |
|
|
$ |
15,285 |
|
Thomas J. Kane |
|
|
4,500 |
|
|
$ |
4.3533 |
|
|
$ |
15,285 |
|
Christopher B. Madison |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Terry L. Polistina |
|
|
150,000 |
|
|
$ |
4.553 |
|
|
$ |
479,550 |
|
Jerald I. Rosen |
|
|
4,500 |
|
|
$ |
4.3533 |
|
|
$ |
15,285 |
|
Harry D. Schulman |
|
|
550,000 |
|
|
$ |
4.227 |
|
|
$ |
1,937,650 |
|
Paul K. Sugrue |
|
|
4,500 |
|
|
$ |
4.3533 |
|
|
$ |
15,285 |
|