<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
WINDMERE-DURABLE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
---------------------
<TABLE>
<S> <C>
FLORIDA 59-1028301
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
</TABLE>
5980 MIAMI LAKES DRIVE
MIAMI LAKES, FLORIDA 33014
(305) 362-2611
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrants Principal Executive Offices)
---------------------
DAVID M. FRIEDSON
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
WINDMERE-DURABLE HOLDINGS, INC.
5980 MIAMI LAKES DRIVE
MIAMI LAKES, FLORIDA 33014
(305) 362-2611
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
COPIES OF COMMUNICATIONS TO:
ANDREW HULSH, ESQUIRE
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 579-0832
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
---------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value...... 2,708,112 shares $13.38 $36,234,538 $12,494
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and
pursuant to Rule 457(c), based on the closing prices for the registrant's
Common Stock on June 20, 1996, as reported by the New York Stock Exchange.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION DATED JUNE 25, 1996
PROSPECTUS
2,708,112 SHARES
WINDMERE-DURABLE HOLDINGS, INC.
COMMON STOCK
---------------------
This Prospectus relates to an aggregate of 2,708,112 shares (the "Shares")
of Common Stock, par value $.10 per share (the "Common Stock"), of
Windmere-Durable Holdings, Inc., a Florida corporation (the "Company" or
"Windmere"), proposed to be sold from time to time by certain shareholders of
the Company (the "Selling Shareholders"). See "Selling Shareholders." The
Company will not receive any proceeds from the sale of the Shares by the Selling
Shareholders.
The Company has registered the Shares under the Securities Act for sale by
the Selling Shareholders. See "Selling Shareholders." The Selling Shareholders
have advised the Company that they may from time to time sell all or a portion
of the Shares offered hereby in one or more transactions in the over-the-counter
market, on the New York Stock Exchange ("NYSE"), on any exchange on which the
Common Stock may then be listed, in negotiated transactions or otherwise, or a
combination of such methods of sale, at market prices prevailing at the time of
sale or prices related to such prevailing market prices or at negotiated prices.
The Selling Shareholders may effect such transactions by selling the Shares to
or through broker-dealers, and such broker-dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from the Selling
Shareholders and/or purchasers of the Shares for whom they may act as agent
(which compensation may be in excess of customary commissions). The Selling
Shareholders and any participating broker-dealers may be deemed to be
"underwriters" as defined in the Securities Act of 1933, as amended (the
"Securities Act"). Neither the Company nor the Selling Shareholders can
presently estimate the amount of commissions or discounts, if any, that will be
paid by the Selling Shareholders on account of their sales of the Shares from
time to time. The Company has agreed to indemnify the Selling Shareholders
against certain liabilities, including certain liabilities under the Securities
Act. See "Plan of Distribution."
The Common Stock is quoted on the NYSE under the symbol "WND." On June 20,
1996, the closing price of the Common Stock on the NYSE was $13.38 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES OFFERED
HEREBY.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
---------------------
THE DATE OF THIS PROSPECTUS IS JUNE , 1996
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company may be inspected and
copied (at prescribed rates) at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and
at the following regional offices of the Commission: Seven World Trade Center,
Suite 1300, New York, New York 10048; 3475 Lenox Road, N.E., Suite 1000,
Atlanta, Georgia 30326-7232; and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Quotations relating to the Company's Common Stock appear on the
NYSE and reports, proxy statements and other information concerning the Company
can also be inspected at the offices of the NYSE, 11 Wall Street, New York, New
York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission under the
Exchange Act are incorporated in and made a part of this Prospectus by
reference:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, as amended by Form 10-K/A dated April 29, 1996;
(b) the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1996;
(c) The Company's Proxy Statement filed May 14, 1996 relating to its
1996 Annual Meeting of Shareholders;
(d) the following financial statements of Salton/Maxim Housewares,
Inc. ("Salton/Maxim") contained in the Salton/Maxim Proxy Statement dated
June 10, 1996:
(A) Balance Sheet, Statement of Operations and Statement of Cash
Flows at and for the fiscal year ended July 1, 1995;
(B) Balance Sheet at March 30, 1996;
(C) Statements of Operations for the 39 weeks ended March 30, 1996
and April 1, 1995; and
(D) Statements of Cash Flows for the 39 weeks ended March 30, 1996
and April 1, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of this offering shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein, or in any other
subsequently filed documents, which also are incorporated or deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed to constitute a
part of this Prospectus except as so modified or superseded.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. The Company hereby undertakes to provide, without
charge, to each person, including any beneficial owner, to whom a copy of this
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the information incorporated herein by reference. Exhibits to
any of such documents, however, will not be provided unless such exhibits are
specifically incorporated by reference into such documents. The requests should
be addressed to: Burton A. Honig, Vice President-Finance, Windmere-Durable
Holdings, Inc., 5980 Miami Lakes Drive Miami Lakes, Florida 33014, telephone
number (305) 362-2611.
2
<PAGE> 4
THE COMPANY
Windmere is engaged principally in manufacturing and distributing a wide
variety of personal care, kitchen electric and seasonal products. The Company
designs and manufactures its products for sale to retail stores, distributors
and professional beauty supply customers located primarily in the United States,
Canada and Europe, with additional distribution in Latin America and the Far
East. The Company's products are sold largely under its Windmere trade name, as
well as under other trade names, trademarks and private labels. The Company also
manufactures products on a contract basis for others.
The Company was incorporated under the laws of the State of Florida in
1963. The Company's executive offices are located at 5980 Miami Lakes Drive,
Miami Lakes, Florida 33014, and its telephone number is (305) 362-2611.
RISK FACTORS
Investment in the Common Stock offered hereby involves certain risks.
Prospective purchasers should carefully consider the following factors, in
addition to the other information contained in this Prospectus, when evaluating
the Company and its business before making an investment decision.
Competition. The sale of personal care products and appliances is
characterized by intense competition. Competition is based upon price and
quality, as well as innovation in the design of new products and replacement
models and in marketing and distribution approaches. The Company believes that
its future success will depend upon its ability to develop and produce reliable
products which incorporate developments in technology and satisfy consumer
tastes with respect to style and design and its ability to market such products
at competitive prices. The Company encounters significant competition from many
domestic and international companies which have substantially greater financial
resources than those of the Company. The Company's competitors include Clairol,
Conair, Helen of Troy, Norelco and Remington, among others. No assurance can be
given that the Company will be able to successfully compete with these or other
companies in the future.
Foreign Operations. The Company's products are primarily manufactured by
Durable Electrical Metal Factory, Ltd. ("Durable"), its wholly-owned Hong Kong
subsidiary, in Bao An County, Guandong Province of the People's Republic of
China ("People's Republic"), which is approximately 60 miles northwest of
central Hong Kong. The Company has a significant amount of its assets in the
People's Republic, primarily consisting of inventory, equipment and molds.
Substantially all of the Company's products are manufactured by Durable and
unrelated factories in the People's Republic. Approximately 85% to 90% of the
Company's products are manufactured by Durable. The supply and cost of these
products can be adversely affected, among other reasons, by changes in foreign
currency exchange rates, increased import duties, imposition of tariffs,
imposition of import quotas, interruptions in sea or air transportation and
political or economic changes. From time to time, the Company explores
opportunities to diversify its sourcing and/or production of certain products to
other low-cost locations or with other third parties or joint venture partners
in order to reduce its dependence on production in the People's Republic and/or
reduce Durable's dependence on the Company's existing distribution base.
However, at the present time, the Company intends to continue its production in
the People's Republic.
In June 1989, the People's Republic experienced civil disturbances and,
although such disturbances have dissipated since that time, there continues to
be pressure for political reform. No assurance can be given, however, that civil
disturbances will not recur. If it becomes necessary to relocate the Company's
manufacturing facilities from the People's Republic as a result of civil
disturbances in that country or otherwise, the Company believes the production
currently conducted in the People's Republic could be relocated to other Far
East locations, including Hong Kong, or other low-cost manufacturing locations,
with only temporary disruption and delay in such production and possible
short-term operating and capital losses, provided that the Company is able to
move substantially all of its manufacturing equipment and other assets currently
in the People's Republic to another location. If the Company is unable to remove
such assets, due to confiscation, expropriation, nationalization, embargoes or
governmental restrictions, it would incur substantial operating
3
<PAGE> 5
and capital losses,including losses resulting from business disruption and
delays in production. In addition, as a result of a relocation of its
manufacturing equipment and certain other assets, the Company would likely incur
relatively higher manufacturing costs. A relocation could also adversely affect
the Company's revenues if the demand for the Company's products currently
manufactured in the People's Republic decreases due to a disruption in the
production and delivery of such products or due to higher prices which might
result from increased manufacturing costs. Furthermore, earnings could be
adversely affected due to reduced sales and/or the Company's inability to
maintain its current margins on the products currently manufactured in the
People's Republic.
In 1996, President Clinton extended the People's Republic's
most-favored-nation (MFN) trading status for an additional year, beginning July
1996. The President announced in 1994 that the United States would, in the
future, permanently de-link MFN renewal from human rights issues, other than
freedom of emigration provisions. Under U.S. law, MFN status means that products
are subject to the relatively low duty rates set forth in Column 1 of the
Harmonized Tariff Schedules of the United States (HTSUS), that have resulted
from several rounds of reciprocal tariff negotiations conducted under the
auspices of the General Agreement on Tariffs and Trade (GAT) since 1945.
Products from countries not eligible for MFN treatment are subject to much
higher rates of duty, averaging 30 percent ad valorem, as set forth in Column 2
of the HTSUS. If MFN status for goods produced in the People's Republic were
removed, there would be a substantial increase in tariffs imposed on goods of
Chinese origin entering the United States, including those manufactured by the
Company, which could have a material adverse impact on the Company's revenues
and earnings.
The Company's foreign sales and operations are subject to the usual risks
incident to operating abroad, including currency fluctuations, political
conditions and changes in foreign laws. A weakening or strengthening of the
United States dollar may result in higher or lower cost of goods for the Company
from suppliers in countries whose exchange rate does not parallel the United
States dollar, unlike Hong Kong, the currency of which fluctuates substantially
parallel to the United States dollar. The Company does not engage in currency
hedging activities.
No provision has been made for United States income taxes on undistributed
earnings of foreign subsidiaries and joint ventures, which totaled approximately
$104 million as of December 31, 1995, as it is anticipated that such earnings
will be reinvested in their respective operations or in other foreign
operations. Repatriating those earnings or using them in some other manner which
would result in a United States income tax liability would reduce the Company's
after tax earnings and available working capital.
Reliance Upon Certain Customers. The Company's revenues in the aggregate
from sales of its products to its five largest customers during the years ended
December 31, 1995, 1994 and 1993 were approximately 43%, 40% and 41%,
respectively, of its total revenues. Although the Company has long-established
relationships with many of its customers, the Company does not have long-term
supply contracts with them. A decrease in business from any of its major
customers could have a material adverse effect on the Company's results of
operations and financial condition.
Retail Industry. The Company sells its products to retailers, including
mass merchandisers, department stores, catalog showrooms, wholesale clubs and
other retailers. Certain of such retailers have engaged in leveraged buyouts or
transactions in which they incurred a significant amount of debt, and some are
currently operating under the protection of bankruptcy laws. The Company has
incurred credit losses as a consequence of difficulties experienced by its
customers for the years ended 1995, 1994 and 1993, of approximately $895,000,
$231,000 and $212,000, respectively. Retail sales depend, in part, on general
economic conditions, and a significant further decline in such conditions could
have a negative impact on sales by retailers of the type of products offered by
the Company. A significant deterioration in the financial condition of the
Company's major customers, or in the retail environment in general, could have a
material adverse effect on the Company's sales and profitability. In addition,
as a result of the desire of retailers to more closely manage inventory levels,
there is a growing trend among retailers to make purchases on a "just-in-time"
basis which requires the Company to shorten its lead time for production in
certain cases and more closely anticipate demand, which could in the future
require the carrying of additional inventories by the Company.
4
<PAGE> 6
Seasonality of Business. The Company's business is generally seasonal. The
Company has historically experienced higher revenues in the third and fourth
quarters of each fiscal year primarily due to increased demand by customers for
the Company's products in the late summer for "back to school" sales and in the
fall for Christmas sales. This seasonality has also resulted in additional
interest expense to the Company during the third and fourth quarters of each
fiscal year due to an increased need to borrow funds to maintain sufficient
working capital to finance such increased demand during such periods.
Interests in Joint Ventures. The Company shares in the profits of
companies in which its ownership interest is less than 100% to the extent of
such ownership interest in such companies. Prices that these companies charge
the Company or are charged by it are based on negotiations which occur from time
to time. No assurance can be given that the Company and each of the companies
will continue to agree on prices, although the Company believes that its
relationships with these companies are satisfactory. The Company believes that
it has obtained or sold products from or to, as the case may be, these companies
at prices and of a quality comparable to that which it could obtain or sell from
or to, as the case may be, unaffiliated parties, although there can be no
assurance that it will be able to continue to do so in the future.
Recent Developments. During the past six months, the Company has entered
into several new ventures. These include (i) the purchase of certain assets and
marketing rights for Litter Maid(TM), a computerized, infared, automatic
self-cleaning cat litter box, (ii) the acquisition of a 50% interest in the New
M-Tech group of consumer electronics companies and (iii) the acquisition (which
is pending) of a 50% ownership interest in Salton/Maxim Housewares, Inc.
Although the Company entered into each of these transactions in the belief that
they would enhance the Company's revenues, profitability and competitive
position, no assurance can be given that the Company will meet its strategic and
financial objectives with respect to any of these transactions.
USE OF PROCEEDS
The Company will receive no proceeds from the sale of any of or all of the
Shares of Common Stock being offered by the Selling Shareholders.
Expenses expected to be incurred by the Company in connection with this
offering are estimated to be approximately $40,000.
5
<PAGE> 7
SELLING SHAREHOLDERS
Of the 2,708,112 Shares of Common Stock offered hereby, 748,112 Shares were
acquired from the Company as partial payment in connection with the Company's
pending acquisition of 50% of the outstanding common stock of Salton/Maxim
Housewares, Inc. The remaining 1,960,000 shares will be acquired by the
below-identified selling shareholders identified below (other than Salton/Maxim
Housewares, Inc.) upon the exercise of options to purchase shares of Common
Stock. Unless otherwise indicated, the following table sets forth certain
information with respect to the ownership of the Company's Common Stock by each
Selling Shareholder as of June 3, 1996.
<TABLE>
<CAPTION>
OWNERSHIP OF SHARES OWNERSHIP OF SHARES
OF COMMON STOCK OF COMMON STOCK
PRIOR TO OFFERING NUMBER OF AFTER OFFERING**
---------------------- SHARES ----------------------
NAME AND ADDRESS OF SELLING SHAREHOLDER SHARES PERCENTAGE OFFERED HEREBY SHARES PERCENTAGE
- ---------------------------------------- --------- ---------- -------------- --------- ----------
<S> <C> <C> <C> <C> <C>
Salton/Maxim Housewares, Inc.(1)........ 748,612 4.6% 748,112 748,612 4.6%
Marketing Frontiers(2).................. 6,000 * 20,000 6,000 *
Wim DeVoeght(3)......................... 3,500 * 15,000 3,500 *
Wilson Chan(4).......................... 4,500 * 5,000 4,500 *
Paul Chan(5)............................ 5,500 * 10,000 5,500 *
Helen Foote............................. 25,000 * 25,000 25,000 *
David M. Friedson(6).................... 1,007,272 6.1% 725,000 1,007,272 6.1%
Barbara Friedson Garrett(7)............. 243,205 1.5% 150,000 243,205 1.5%
Raymond Ho(8)........................... 6,500 * 10,000 6,500 *
Thomas S. Kane(9)....................... 25,000 * 50,000 25,000 *
Ben Lai(10)............................. 9,000 * 10,000 9,000 *
Desmond Lai(11)......................... 14,500 * 20,000 14,500 *
Eliza Lai(12)........................... 9,000 * 10,000 9,000 *
John Mak(13)............................ 9,500 * 10,000 9,500 *
Claude Neff(14)......................... 14,000 * 5,000 14,000 *
David W. O'Neill(15).................... 51,000 * 25,000 51,000 *
Harry D. Schulman(16)................... 79,742 * 125,000 79,742 *
Raymond So(17).......................... 48,000 * 50,000 48,000 *
Arnold Thaler(18)....................... 107,339 * 150,000 107,339 *
Felix S. Sabates(19).................... 39,500 * 50,000 39,500 *
S.M. Berger & Associates(20)............ 5,000 * 12,500 5,000 *
Joann Daxner(21)........................ 0 * 5,000 0 *
Gary Day(22)............................ 2,000 * 2,500 2,000 *
Murray Lee(23).......................... 0 * 10,000 0 *
Hermann Muller(24)...................... 0 * 5,000 0 *
Joel Newman(25)......................... 40,000 * 100,000 40,000 *
Ourimbah Investments, Limited(26)....... 1,739,000 10.6% 350,000 1,739,000 10.6%
William L. Weber(27).................... 9,000 * 10,000 9,000 *
</TABLE>
- ---------------
* Less than 1%.
** Assumes that all Shares are sold pursuant to this offering and that no
other shares of Common Stock are acquired or disposed of by the Selling
Shareholders prior to the termination of this offering. Because the Selling
Shareholders may sell all, some or none of their Shares or may acquire or
dispose of other shares of Common Stock, no reliable estimate can be made
of the aggregate number of Shares that will be sold pursuant to this
offering or the number or percentage of shares of Common Stock that each
Selling Shareholder will own upon completion of this offering.
(1) Ownership includes 500 shares of Common Stock owned by David C. Sabin,
Chairman of the Board, Secretary and a Director of Salton/Maxim Housewares,
Inc.
(2) Marketing Frontiers has been an independent manufacturer's representative
for the Company since 1988. Ownership includes options to purchase 5,500
shares of Common Stock that are exercisable within 60 days from the date
hereof.
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<PAGE> 8
(3) Wim DeVoeght has been the Sales Manager for Durable Europe, Ltd. for the
past three years. Ownership includes option to purchase 3,500 shares of
Common Stock that are exercisable within 60 days from the date hereof.
(4) Wilson Chan has been Senior Manager -- Research and Development for Durable
for the past three years. Ownership includes options to purchase 4,500
shares of Common Stock that are exercisable within 60 days from the date
hereof. Mr. Chan disclaims the beneficial ownership of any Common Stock
owned by his son.
(5) Paul Chan has been the General Manager -- Production for Durable for the
past three years. Ownership includes options to purchase 4,000 shares of
Common Stock that are exercisable within 60 days from the date hereof.
(6) David M. Friedson has served as Chairman of the Board of the Company since
April 1996, Chief Executive Officer of the Company since January 1987 and
as President of the Company since January 1985. Ownership includes options
to purchase 771,000 shares of Common Stock that are exercisable within 60
days from the date hereof. Mr. Friedson disclaims the beneficial ownership
of any Common Stock owned by his siblings, Belvin Friedson or his wife.
(7) Barbara Friedson Garrett has served as Senior Vice President of the Company
since February, 1996, served as an Executive Vice President -- Sales and
Marketing of the Company since December 1988 and has served as a member of
the Company's Board of Directors since 1984. Ownership includes options to
purchase 165,000 of Common Stock that are exercisable within 60 days from
the date hereof. Ms. Garrett disclaims the beneficial ownership of any
Common Stock owned by her siblings, Belvin Friedson or his wife.
(8) Raymond Ho has been General Manager -- Material Control & Coordination for
Durable since 1993. Ownership includes options to purchase 6,500 shares of
Common Stock that are exercisable within 60 days from the date hereof.
(9) Thomas J. Kane has served as President of T.J.K. Sales, Inc., an
independent sales representative for the Company since he founded such
company in 1978, and became a member of the Company's Board of Directors in
April 1996. Ownership includes options to purchase 25,000 shares of Common
Stock that are exercisable within 60 days from the date hereof.
(10) Ben Lai has served as a Director of Durable for the past three years.
Ownership includes options to purchase 9,000 shares of Common Stock that
are exercisable within 60 days from the date hereof. Mr. Lai disclaims the
beneficial ownership of the shares of Common Stock held by his siblings,
his wife or Mr. or Mrs. Lai Kin.
(11) Desmond Lai has served as a Director of Durable since March 1993 and became
a member of the Company's Board of Directors in 1996. Mr. Lai has held
various other senior management positions with Durable for more than the
last five years. Ownership includes options to purchase 13,000 shares of
Common Stock that are exercisable within 60 days from the date hereof. Mr.
Lai disclaims the beneficial ownership of the shares of Common Stock held
by his siblings, his wife or Mr. or Mrs. Lai Kin.
(12) Eliza Lai has been General Manager -- Purchasing for Durable for the past
three years. Ownership includes options to purchase 9,000 shares of Common
Stock that are exercisable within 60 days from the date hereof. Ms. Lai
disclaims the beneficial ownership of the shares of Common Stock held by
her siblings, her husband or Mr. or Mrs. Lai Kin.
(13) John Mak has been the General Manager -- Research & Development for Durable
for the past three years. Ownership includes options to purchase 9,000
shares of Common Stock that are exercisable within 60 days from the date
hereof. Mr. Mak disclaims the beneficial ownership of the shares of Common
Stock held by his daughter.
(14) Claude Neff has been Sales Manager for Windmere France since 1992.
Ownership includes options to purchase 5,000 shares of Common Stock that
are exercisable within 60 days from the date hereof.
(15) David W. O'Neill has served as President of Windmere Consumer Products,
Inc., a significant subsidiary of the Company, since October 1984.
Ownership includes options to purchase 43,205 shares of Common Stock that
are exercisable within 60 days from the date hereof.
(16) Harry D. Schulman has served as Senior Vice President of the Company since
February 1996 and Executive Vice President -- Finance and Administration of
the Company since February 1993. From
7
<PAGE> 9
March 1990 to January 1993, he served as Senior Vice President -- Finance
and Administration of the Company. Mr. Schulman has served as Chief
Financial Officer of the company since March 1990. Ownership includes
options to purchase 76,000 shares of Common Stock that are exercisable
within 60 days from the date hereof.
(17) Raymond So has served as a Senior Vice President of the Company since
February, 1996 and has been Managing Director of Durable since February
1996. Prior to his current positions and beginning in 1986, Mr. So held
various senior executive management positions with Durable. Mr. So has
served as a member of the Company's Board of Directors since 1995.
Ownership includes options to purchase 26,500 shares of Common Stock that
are exercisable within 60 days from the date hereof. Mr. So disclaims the
beneficial ownership of any shares of Common Stock owned by his wife.
(18) Arnold Thaler has served as a Senior Vice President of the Company since
February, 1996 and has served as a member of the Company's Board of
Directors since April 1996. Mr. Thaler also served as an Executive Vice
President -- Product Development, Engineering and Manufacturing of the
Company since December 1988. Ownership includes options to purchase 89,000
shares of Common Stock that are exercisable within 60 days from the date
hereof.
(19) Felix S. Sabates has been Chief Executive Officer of Top Sales Company,
Inc., an independent sales representative, since January 1965 and a member
of the Company's Board of Directors since 1991. Ownership includes options
to purchase 1,500 shares of Common Stock that are exercisable within 60
days from the date hereof and options to purchase 38,000 shares of Common
Stock that are exercisable within 60 days from the date hereof and owned by
Top Sales Company, Inc.
(20) S.M. Berger & Associates has provided the Company with Investor Relations
consulting services for the past three years. Ownership includes 5,000
shares of Common Stock owned by Stanley M. Berger, President of S.M. Berger
& Associates. Mr. Berger disclaims the beneficial ownership of any Common
Stock owned by his wife.
(21) Joann Daxner has been the Manager of Finance for Windmere Consumer
Products, Inc., a significant subsidiary, for the past three years.
(22) Gary Day has been a sales representative for Windmere Consumer Products,
Inc., a significant subsidiary, for the past three years. Ownership
includes options to purchase 2,000 shares of Common Stock that are
exercisable within 60 days from the date hereof.
(23) In 1996, Murray Lee joined the Company as a Sales and Marketing Executive
for Asian distribution.
(24) Hermann Muller has worked with Durable as an engineering consultant since
1994.
(25) In April 1996, the Company acquired a 50-percent interest in the New M-Tech
group of companies, of which Joel Newman is the President. The Company had
no affiliation with Joel Newman or any of the New M-Tech group of
companies, prior to 1996.
(26) Mr. Lai Kin, Chairman of Durable Electrical Metal Factory, Ltd. since 1995
and Managing Director of Durable from 1973 to 1996, is also the Managing
Director of Ourimbah.
(27) William L. Weber has been the President of Paragon Industries, Inc., a
joint venture partner with the Company, for the past three years. Ownership
includes options to purchase 4,000 shares of Common Stock that are
exercisable within 60 days from the date hereof.
PLAN OF DISTRIBUTION
The Selling Shareholders have advised the Company that they may from time
to time sell all or a portion of the Shares offered hereby in one or more
transactions in the over-the-counter market, on the NYSE, on any exchange on
which the Common Stock may then be listed, in negotiated transactions or
otherwise, or a combination of such methods of sale, at market prices prevailing
at the time of sale or prices related to such prevailing market prices or at
negotiated prices. The Selling Shareholders may effect such transactions by
selling the Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Shareholders and/or purchasers of the Shares for
whom they may act as agent (which compensation may be in excess of customary
commissions).
8
<PAGE> 10
In connection with such sales, the Selling Shareholders and any broker-dealers
or agents participating in such sales may be deemed to be underwriters as that
term is defined under the Securities Act. Neither the Company nor the Selling
Shareholders can presently estimate the amount of commissions or discounts, if
any, that will be paid by the Selling Shareholders on account of their sales of
the Shares from time to time.
Under the securities laws of certain states, the Shares may be sold in such
states only through registered or licensed broker-dealers or pursuant to
available exemptions from such requirements. In addition, in certain states the
Shares may not be sold therein unless the Shares have been registered or
qualified for sale in such state or an exemption from such requirement is
available and satisfied.
The Company will pay certain expenses in connection with this offering,
estimated to be approximately $40,000 but will not pay for any underwriting
commissions and discounts, if any, or counsel fees or expenses of the Selling
Shareholders. The Company has agreed to indemnify the Selling Shareholders,
their directors, officers, agents and representatives, and any underwriters,
against certain liabilities, including certain liabilities under the Securities
Act. The Selling Shareholders have also agreed to indemnify the Company, its
directors, officers, agents and representatives against certain liabilities,
including certain liabilities under the Securities Act.
The Selling Shareholders and other persons participating in the
distribution of the Shares offered hereby are subject to the applicable
requirements of Rule 10b-6 promulgated under the Exchange Act in connection with
sales of the Shares.
PENDING TRANSACTION WITH SALTON/MAXIM
In February 1996, the Company and Salton/Maxim entered into an agreement
(the "Stock Purchase Agreement"), which provides for (i) the issuance and sale
by Salton/Maxim to the Company of 6,508,572 shares of common stock, par value
$.01 per share ("Salton Common Stock"), of Salton/Maxim (50% of the outstanding
Salton Common Stock after such issuance) for $3,254,286 in cash, a promissory
note in the amount of $10,847,620 and 748,112 shares of the Company's Common
Stock; and (ii) the grant to the Company of the rights, preferences and
privileges and the acceptance and performance by the Company of the restrictions
and obligations contained in the Stock Purchase Agreement and the exhibits
thereto, including, without limitation, the Stockholder Agreement and the
Registration Rights Agreement. This transaction has been approved by the Board
of Directors of both the Company and Salton/Maxim, and is subject to the
approval of the Stockholders of Salton/Maxim and will be voted upon at a Special
Meeting of stockholders of Salton/Maxim scheduled to be held July 10, 1996.
BUSINESS OF SALTON/MAXIM
Salton/Maxim designs and markets a broad range of small kitchen appliances
and personal and beauty care appliances and decorative quartz wall and alarm
clocks under the brand names of Salton(R), Maxim(R), Breadman(TM), Juiceman(TM),
Salton Creations(TM) and Salton Time(TM). The kitchen appliances currently
marketed by Salton/Maxim include espresso/cappuccino makers, waffle makers, rice
cookers, coffee makers, sandwich makers, toasters, bread makers, Hotray(R)
Warming trays, juice extractors, ice cream and yogurt makers, and a wide variety
of other food preparation appliances. Salton/Maxim is also the exclusive
licensed retail store distributor of certain products of Popeil Pasta Products,
Inc., including the Popeil Pasta Maker and Food Dehydrator, which are marketed
under the Salton(R) brand name. In addition, Salton/Maxim recently announced
plans to add a new line of small kitchen appliances under the
White-Westinghouse(R) name. Salton/Maxim's personal and beauty care appliances
include hair dryers, Wet Tunes(R) shower radios, ProSteam(R) Irons, shavers,
curling irons and brushes, makeup mirrors, massagers, manicure systems and
facial saunas. Salton/Maxim contracts for the manufacture of most of its
products with independent manufacturers (including Durable) located overseas,
primarily in the Far East and Europe. Salton/Maxim also manufactures and
assembles certain appliances in its plant located in Kenilworth, New Jersey.
THE STOCK PURCHASE AGREEMENT AND EXHIBITS
General; Option; Repurchase Option. The Stock Purchase Agreement, as
amended, provides that the Company will: (i) purchase from Salton/Maxim
6,508,572 newly issued shares of Salton Common Stock (the
9
<PAGE> 11
"New Issue Shares") for $3,524,286 in cash, a promissory note in the amount of
$10,847,620 (the "Note") and 748,112 shares of the Company's Common Stock; and
(ii) acquire the rights and accept the obligations and restrictions set forth in
the Stockholder Agreement and the Registration Rights Agreement. Pursuant to the
Stock Purchase Agreement, the Company will also be granted an option (the
"Option") to purchase up to 485,000 shares of Salton Common Stock at an exercise
price of $4.83 per share, such option to be exercisable only if and to the
extent that options to purchase shares of Salton Common Stock outstanding on the
date of the Stock Purchase Agreement are exercised.
The Stock Purchase Agreement provides that upon a Change in Control (as
defined therein) of the Company, Salton/Maxim will have the option, but not the
obligation, to purchase all, or a portion, of the shares of Salton Common Stock
then owned by the Company at a per share price equal to the book value per share
of Salton/Maxim's outstanding Salton Common Stock upon such Change in Control.
This option may be exercised within ten days following any Change in Control.
Representations and Warranties. The Stock Purchase Agreement contains
various customary representations and warranties of the parties thereto,
including representations by each of the Company and Salton/Maxim as to (i) the
absence of a material adverse change to such party and (ii) the absence of
certain changes or events concerning such party's business, litigation,
compliance with laws, employee benefit plans, labor relations and taxes.
The Note. The Note in the principal amount of $10,847,620 to be issued to
Salton/Maxim by the Company is payable five years from the closing of the
purchase and sale of the New Issue Shares and bears interest at 8% per annum
payable quarterly. The Note is subordinated to the Company's indebtedness to its
senior lender and any indebtedness incurred by the Company from time to time in
connection with any other credit facility with any financial institution or
bank; provided that the aggregate amount of such senior indebtedness shall not
exceed $50,000,000. The Note is secured, subject to the subordination provisions
discussed above, by all of the inventory, equipment, fixtures, accounts
receivable and general intangibles of the Company and its domestic subsidiaries
and is guaranteed by such domestic subsidiaries.
The Stockholder Agreement. The Stockholder Agreement provides, among other
things, for the following:
Standstill. Subject to certain exceptions, neither the Company nor
any of its affiliates may acquire or offer to acquire beneficial ownership
of any equity securities of Salton/Maxim or interest therein for a period
of three years from the closing of the purchase and sale of the New Issue
Shares except pursuant to certain specified transactions, including
exercise of the Option, which enable the Company to maintain its percentage
ownership interest in the event of issuances of equity securities of
Salton/Maxim. After such three-year standstill period, the Company may not
acquire or offer to acquire any equity securities if, as the result of or
after giving effect to such acquisition, the Company's interest would
exceed its percentage interest at the end of such three-year standstill
period, except pursuant to a tender offer and/or merger which would result
in the Company and/or its affiliates owning all of Salton/Maxim's equity
securities.
Transfer Restriction. Subject to certain exceptions, the Company may
not sell or otherwise transfer (except to an affiliate of the Company that
agrees to be bound by the Stockholder Agreement) any of Salton/Maxim's
equity securities except pursuant to certain public offerings or open
market transactions after the third anniversary of the closing of the
purchase and sale of the New Issue Shares or in transactions approved by a
majority of Salton/Maxim's directors not designated by the Company.
Board Representation. Except after a period of 30 consecutive days
during which the Company's interest in Salton/Maxim is less than 15%, the
Company will have the right to designate that number of directors that will
result in the total number of directors designated by the Company being
equal to the product (rounded up to the nearest whole number) of (i) the
total number of directors then on the Board, and (ii) the Company's
percentage ownership interest in Salton/Maxim at that time; provided that
the number of directors designated by the Company will in no event exceed
50% of the total number
10
<PAGE> 12
of directors. Accordingly, upon closing of the purchase and sale of the New
Issue Shares, the Company will be entitled to designate 50% of the total
number of directors on the Board of Salton/Maxim.
Registration Rights Agreement. The Company will have the right to
require Salton/Maxim to file certain registration statements with respect
to the New Issue Shares upon demand, and will also have certain "piggyback"
registration rights. Expenses relating to registrations (other than selling
expenses and commissions) will generally be payable by Salton/Maxim.
MARKETING COOPERATION AGREEMENT
The Marketing Cooperation Agreement required under the terms of the Stock
Purchase Agreement to be executed and delivered at the closing of the issuance
and sale of the New Issue Shares provides, among other things, for the
following:
Pursuant to the Marketing Cooperation Agreement, until the Company's
interest in Salton/Maxim is less than 30% for at least ten consecutive
days, each of the Company and Salton/Maxim has agreed to participate in a
variety of mutually satisfactory marketing cooperation efforts designed to
expand the market penetration of each party through, among other things:
(i) the expansion of distribution bases or channels; (ii) the possible use
of co-branding or housebrand strategies for certain products; and (iii) the
possible coordination of promotional activities. Notwithstanding the
foregoing, any transaction or series of related transactions between the
Company and Salton/Maxim arising from or relating to any such marketing
cooperation efforts must be approved by a majority of Salton/Maxim's
directors not designated by the Company.
LEGAL MATTERS
The validity of the Shares being offered hereby is being passed upon for
the Company by Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A., 1221
Brickell Avenue, Miami, Florida 33131.
EXPERTS
The financial statements of the Company and its subsidiaries as of December
31, 1995 and 1994, and for each of the years in the three-year period ended
December 31, 1995, have been incorporated by reference in this Prospectus and
Registration Statement from the Company's Proxy Statement dated June 10, 1996 in
reliance upon the report of Grant Thornton LLP, independent certified public
accountants, which is incorporated herein by reference, and upon the authority
of said firm as experts in accounting and auditing.
The financial statements of Salton/Maxim as of and for the year ended July
1, 1995, incorporated in the prospectus by reference to the Proxy Statement of
Salton/Maxim dated June 10, 1996 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference, and has been so incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
ADDITIONAL INFORMATION
The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act with respect to the
Shares offered hereby. This Prospectus, which is a part of the Registration
Statement, does not contain all the information set forth in, or annexed as
exhibits to, such Registration Statement, certain portions of which have been
omitted pursuant to rules and regulations of the Commission. For further
information with respect to the Company and the Shares, reference is hereby made
to such Registration Statement, including the exhibits thereto. Copies of the
Registration Statement, including exhibits, may be obtained from the
aforementioned public reference facilities of the Commission upon payment of the
fees prescribed by the Commission, or may be examined without charge at such
facilities. The Registration Statement may also be obtained through the
Commission's Internet address at "http://www.sec.gov." Statements contained
herein concerning any document filed as an exhibit are not necessarily complete
and, in each instance, reference is made to the copy of such document filed as
an exhibit to the Registration Statement. Each such statement is qualified in
its entirety by such reference.
11
<PAGE> 13
WINDMERE-DURABLE HOLDINGS, INC.
PRO FORMA FINANCIAL STATEMENTS
The pro forma statements of operations for the three months ended March 31,
1996 and for the year ended December 31, 1995 give effect to the current
assumptions relating to the issuance and sale of the New Issue Shares and the
proposed acquisition of Salton/Maxim as described under Windmere-Durable
Holdings, Inc. Notes to Pro Forma Financial Statements below, assuming such
proposed acquisition had occurred as of January 1, 1996 and 1995, respectively.
The pro forma balance sheet gives effect to the current assumptions relating to
the proposed acquisition of Salton/Maxim as if it had occurred on March 31,
1996.
The pro forma financial statements have been derived from and should be
read in conjunction with the historical financial statements included elsewhere
herein. The pro forma information is presented for illustrative purposes only
and is not necessarily indicative of the results of operations or financial
position that would have occurred had the proposed acquisition of Salton/Maxim
been consummated on the date assumed; nor is the pro forma information intended
to be indicative of the Company's future results of operations or financial
position.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 (UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA
COMPANY PRO FORMA TO REFLECT THE
HISTORICAL ADJUSTMENTS NOTE TRANSACTION
---------- ----------- ---- --------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Sales................................................... $ 40,440 $ $ 40,440
Cost of Goods Sold...................................... 31,837 31,837
---------- ----------- --------------
Gross Profit.......................................... 8,603 8,603
Selling, General and Administrative Expenses............ 8,050 8,050
---------- ----------- --------------
Operating Profit...................................... 553 553
Other (Income) Expense
Interest Expense...................................... 133 214 (1) 347
Interest and Other Income............................. (475) (475)
---------- ----------- --------------
(342) 214 (128)
---------- ----------- --------------
Earnings (Loss) Before Equity in Net Loss of Joint
Ventures and Income Taxes............................. 895 (214) 681
Equity in Net Loss of Joint Ventures.................... (225) (352) (2) (577)
---------- ----------- --------------
Earnings (Loss) Before Income Taxes..................... 670 (566) 104
Income Taxes (benefit)..................................
Current................................................. (98) (98)
Deferred................................................ 472 472
---------- ----------- --------------
374 374
---------- ----------- --------------
Net Earnings (Loss)........................... $ 296 $(566) $ (270)
======= ========= ==========
Earnings Per Common Share and Common Equivalent Share... $ .02 $ (.01)
======= ==========
Average Number of Common Shares and Common Equivalent
Shares Outstanding.................................... 17,622 (4) 18,370
======= ==========
Dividends Per Common Share.............................. $ .05 $ .05
======= ==========
</TABLE>
See Notes to Pro Forma Financial Statements.
12
<PAGE> 14
WINDMERE-DURABLE HOLDINGS, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995 (UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA
COMPANY PRO FORMA TO REFLECT THE
HISTORICAL ADJUSTMENTS NOTE TRANSACTION
---------- ----------- ---- --------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Sales.................................................. $ 187,777 $ $187,777
Cost of Goods Sold..................................... 146,907 146,907
---------- ----------- --------------
Gross Profit......................................... 40,870 40,870
Selling, General and Administrative Expenses........... 37,625 37,625
----------- --------------
Unusual or non-recurring items......................... 8,000 8,000
---------- --------------
Operating (Loss)..................................... (4,755) (4,755)
Other (Income) Expense
Interest Expense..................................... 578 868 (1) 1,446
Interest and Other Income............................ (2,562) (2,562)
---------- ----------- --------------
(1,984) 868 (1,116)
---------- ----------- --------------
Loss Before Equity in Net Earnings (Loss) of Joint
Ventures and Income Taxes............................ (2,771) (868) (3,639)
Equity in Net Earnings (Loss) of Joint Ventures........ (393) 376 (2) (17)
---------- ----------- --------------
Loss Before Income Taxes............................... (3,164) (492) $ (3,656)
Income Taxes (benefit)
Current.............................................. (1,243) (1,243)
Deferred............................................. (38) (38)
---------- ----------- --------------
(1,281) (1,281)
---------- ----------- --------------
Net (Loss)............................................. $ (1,883) $ (492) $ (2,375)
======== ========= ==========
Earnings Per Common Share and Common Equivalent
Share................................................ $ (.11) $ (.13)
======== ==========
Average Number of Common Shares and Common Equivalent
Shares Outstanding................................... 17,227 (4) 17,975
======== ==========
Dividends per Common Share............................. $ .20 $ .20
======== ==========
</TABLE>
See Notes to Pro Forma Financial Statements.
13
<PAGE> 15
WINDMERE-DURABLE HOLDINGS, INC.
PRO FORMA BALANCE SHEET
MARCH 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA
COMPANY PRO FORMA TO REFLECT THE
HISTORICAL ADJUSTMENTS NOTE TRANSACTION
---------- ----------- ------ --------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash & Cash Equivalents............................. $ 11,693 $(3,294) (3) $ 8,399
Accounts and Notes Receivable, less allowance of
$1,084............................................ 33,626 33,626
Receivables from Affiliates......................... 10,968 10,968
Inventories
Raw Materials..................................... 16,295 16,295
Work-in-process................................... 21,081 21,081
Finished Goods.................................... 41,182 41,182
---------- ----------- --------------
Total Inventories......................... 78,558 78,558
Prepaid Expenses.................................... 2,990 2,990
Future Income Tax Benefits.......................... 1,250 1,250
---------- ----------- --------------
Total Current Assets...................... 139,085 (3,294) 135,791
INVESTMENTS......................................... 21,623 (2)(3) 21,623
PROPERTY, PLANT & EQUIPMENT -- AT COST, less
accumulated depreciation of $41,846............... 30,489 30,489
OTHER ASSETS........................................ 11,992 11,992
---------- ----------- --------------
TOTAL ASSETS.............................. $ 181,566 $18,329 $199,895
======== ========= ==========
LIABILITIES
CURRENT LIABILITIES
Current Maturities of Long-Term Debt................ $ 815 $ $ 815
Accounts Payable.................................... 8,849 8,849
Accrued Expenses.................................... 5,806 5,806
Income Taxes........................................ 93 93
Deferred Income, current portion.................... 598 598
---------- ----------- --------------
Total Current Liabilities................. 16,161 16,161
LONG-TERM DEBT...................................... 2,648 10,848 (3) 13,496
DEFERRED INCOME, less current portion............... 517 517
STOCKHOLDERS' EQUITY
Special Preferred Stock -- authorized 40,000 shares
of $.01 par value; none issued
Common Stock -- authorized 40,000 shares of $.10 par
value; shares issued and outstanding: March 31,
1996 -- 16,429, Pro Forma March 31,
1996 -- 17,177.................................... 1,643 74 (3) 1,717
Paid-in Capital..................................... 28,028 7,407 (3) 35,435
Retained Earnings................................... 133,326 133,326
Unrealized Foreign Currency Translation
Adjustment........................................ (757) (757)
---------- ----------- --------------
Total Stockholders' Equity................ 162,240 7,481 169,721
---------- ----------- --------------
TOTAL LIABILITIES & STOCKHOLDERS'
EQUITY.................................. $ 181,566 $18,329 $199,895
======== ========= ==========
</TABLE>
See Notes to Pro Forma Financial Statements.
14
<PAGE> 16
WINDMERE-DURABLE HOLDINGS, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(IN THOUSANDS)
(1) Records interest expense at the stated rate of 8% on the face value of the
note ($10,848) earned during the respective pro forma periods. The note
payable matures in five years from date of issuance.
(2) Records company's 50-percent interest in the equity of Salton's net earnings
(loss) for the respective pro forma periods. All intercompany transactions
have been eliminated.
(3) Records the purchase of a 50-percent interest in Salton/Maxim Housewares,
Inc. (6,508,572 shares) at a purchase price of $21,623. Purchase includes a
cash payment of $3,254 plus $40 in anticipated expenses, a note for $10,848
and 748,112 shares of Windmere common stock valued at a price of $10 per
share. The Windmere common stock is valued at the market price of the stock
on the date of the purchase agreement.
(4) Includes 748,112 shares of Windmere common stock to be issued to Salton as
part of the proposed acquisition.
15
<PAGE> 17
------------------------------------------------------
------------------------------------------------------
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING MADE HEREBY, AND
ANY INFORMATION OR REPRESENTATION NOT CONTAINED OR INCORPORATED HEREIN MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE SHARES DESCRIBED IN THE COVER PAGE HEREOF, OR AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES OFFERED HEREBY IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALES MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
---------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
2,708,112 SHARES
WINDMERE-DURABLE
HOLDINGS, INC.
COMMON STOCK
-------------------------
PROSPECTUS
-------------------------
June 25, 1996
------------------------------------------------------
------------------------------------------------------
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Registrant estimates that its expenses in connection with the offering
described in this registration statement will be as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee........................ $12,494
Legal fees and expenses.................................................... 15,000
Accounting fees and expenses............................................... 5,000
Miscellaneous.............................................................. 7,506
-------
Total............................................................ $40,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has authority under Section 607.0850 of the Florida Business
Corporation Act to indemnify its directors and officers to the extent provided
for in such statute. The Registrant's Amended and Restated Articles of
Incorporation provide that the Registrant shall indemnify and may insure its
officers and directors to the fullest extent permitted by law.
The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law. In addition, each
director will continue to be subject to liability for (a) violations of criminal
laws, unless the director had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe his conduct was unlawful, (b) deriving an
improper personal benefit from a transaction, (c) voting for or assenting to an
unlawful distribution and (d) willful misconduct or conscious disregard for the
best interests of the Registrant in a proceeding by or in the right of the
Registrant to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder. The statute does not affect a director's
responsibilities under any other law, such as the federal securities laws. The
effect of the foregoing is to require the Registrant to indemnify the officers
and directors of the Registrant for any claim arising against such persons in
their official capacities if such person acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered
hereunder, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-1
<PAGE> 19
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ ------------------------------------------------------------------------------------
<C> <C> <S>
3.1 -- Amended and Restated Articles of Incorporation of the Registrant filed with the
Florida Secretary of State on May 17, 1984 (Incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1984)
3.2 -- Articles of Amendment to Amended and Restated Articles of Incorporation of the
Registrant filed with the Florida Secretary of State on May 16, 1986 (Incorporated
by reference to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1986)
3.3 -- Articles of Amendment to Amended and Restated Articles of Incorporation of the
Registrant filed with the Florida Secretary of State on June 23, 1986 (Incorporated
by reference to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1987)
3.4 -- Articles of Amendment to Amended and Restated Articles of Incorporation of the
Registrant filed with the Florida Secretary of State on June 21, 1996
3.5 -- By-Laws as amended through October 11, 1991 (Incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1991)
3.6 -- Amendment to October 11, 1991 By-Laws (Incorporated by reference to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992)
5 -- Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A.
23.1 -- Consent of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. (included in
its opinion in Exhibit 5)
23.2 -- Consent of Grant Thornton LLP
23.3 -- Consent of Deloitte & Touche, LLP
24 -- Reference is made to the Signatures section of this Registration Statement for the
Power of Attorney contained therein
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(2) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(3) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof;
(4) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise,
II-2
<PAGE> 20
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-3
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami Lakes, State of Florida on this 24th day of
June, 1996.
WINDMERE CORPORATION
By: /s/ DAVID M. FRIEDSON
------------------------------------
David M. Friedson,
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints David M. Friedson and Burton A. Honig,
respectively, his true and lawful attorney-in-fact, each acting alone, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments, including any
post-effective amendments, to this Registration Statement, and to file the same,
with exhibits thereto, and other documents to be filed in connection therewith,
including any registration statement pursuant to Rule 462 under the Securities
Act, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact or his substitute, acting alone, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- --------------------------------- --------------
<C> <S> <C>
/s/ DAVID M. FRIEDSON Director and President June 24, 1996
- --------------------------------------------- (Principal Executive Officer)
David M. Friedson
/s/ HARRY D. SCHULMAN Executive Vice President -- June 24, 1996
- --------------------------------------------- Finance and Administration
Harry D. Schulman (Principal Financial Officer)
/s/ BURTON A. HONIG Vice President -- Finance June 24, 1996
- --------------------------------------------- (Principal Accounting Officer)
Burton A. Honig
/s/ BERTLEY SAGER Director June 24, 1996
- ---------------------------------------------
Bertley Sager
/s/ JERALD I. ROSEN Director June 24, 1996
- ---------------------------------------------
Jerald I. Rosen
/s/ HAROLD STRAUSS Director June 24, 1996
- ---------------------------------------------
Harold Strauss
Director June , 1996
- ---------------------------------------------
Lai Kin
Director June , 1996
- ---------------------------------------------
Raymond So
</TABLE>
II-4
<PAGE> 22
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- --------------------------------- --------------
<C> <S> <C>
/s/ Leonard Glazer Director June 24, 1996
- ---------------------------------------------
Leonard Glazer
- --------------------------------------------- Director June , 1996
Barbara Friedson Garrett
/s/ FELIX S. SABATES Director June 24, 1996
- ---------------------------------------------
Felix S. Sabates
Director June , 1996
- ---------------------------------------------
Desmond Lai
Director June , 1996
- ---------------------------------------------
Thomas J. Kane
/s/ SUSAN J. GANZ Director June 24, 1996
- ---------------------------------------------
Susan J. Ganz
</TABLE>
II-5
<PAGE> 1
EXHIBIT 3.4
ARTICLES OF AMENDMENT
TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
WINDMERE CORPORATION
Pursuant to the provisions of Section 607.1006 of the Florida Business
Corporation Act (the "Act"), the undersigned corporation adopts the following
Articles of Amendment to its Amended and Restated Articles of Incorporation:
1. The name of the corporation is WINDMERE CORPORATION (the
"Corporation"), CHARTER #274332, filed on October 3, 1963 and Amended and
Restated on May 17, 1984.
2. The following Amendment to the Amended and Restated Articles of
Incorporation was adopted by all of the Directors of the Corporation on May 14,
1996 and by the Shareholders of the Corporation, the number of votes cast being
sufficient for approval, on June 13, 1996 in the manner prescribed by Section
607.1003 of the Act:
RESOLVED, that Article I of the Corporation's Amended and Restated
Articles of Incorporation shall be amended in its entirety to read as
follows:
ARTICLE I
The name of the Corporation is WINDMERE-DURABLE HOLDINGS, INC.
(hereinafter called the "Corporation").
3. Except as hereby amended, the Amended and Restated Articles of
Incorporation of the Corporation shall remain the same.
IN WITNESS WHEREOF, the undersigned being the Vice President-Finance
of the Corporation, has executed these Articles of Amendment to Amended and
Restated Articles of Incorporation of Windmere Corporation this 21st day of
June, 1996.
WINDMERE CORPORATION,
a Florida corporation
By: /s/ Burton A. Honig
--------------------
Burton A. Honig,
Vice President-Finance
<PAGE> 1
EXHIBIT 5
June 24, 1996
Windmere-Durable Holdings, Inc.
5980 Miami Lakes Drive
Miami Lakes, Florida 33014
Re: Form S-3 Registration Statement
Ladies and Gentlemen:
On the date hereof, Windmere-Durable Holdings, Inc., a Florida corporation
(the "Company"), sent for filing with the Securities and Exchange Commission a
Registration Statement on Form S-3 (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to the sale by certain selling shareholders (the "Selling
Shareholders") of up to 2,708,112 shares (the "Shares") of the Company's Common
Stock, par value $.10 per share (the "Common Stock"). We have acted as special
counsel to the Company in connection with the preparation and filing of the
Registration Statement. Defined terms used herein shall have the meanings
attributed thereto in the Registration Statement.
In connection therewith, we have examined and relied upon the original or
a copy, certified to our satisfaction, of (i) the Amended and Restated Articles
of Incorporation and the Bylaws of the Company; (ii) actions of the Board of
Directors of the Company authorizing the offering and the preparation of the
Registration Statement and related matters; (iii) the Registration Statement
and exhibits thereto; and (iv) such other documents and instruments as we have
deemed necessary for the expression of opinions herein contained. In making
the foregoing examinations, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this
opinion, we have relied, to the extent we deem reasonably appropriate, upon
representations or certificates of officers or directors of the Company and
upon documents, records and instruments furnished to us by the Company, without
independently checking or verifying the accuracy of such documents, records and
instruments.
Based upon the foregoing examination, we are of the opinion (i) that, with
respect to those Shares that have already been issued, such Shares to be sold
by the Selling Shareholders pursuant to the Registration Statement have been
duly authorized and validly issued and are fully paid and nonassessable and
(ii) that, with respect to those Shares that have not yet been issued, the
Company presently has available at least 1,960,000 shares of authorized and
unissued Common Stock from which the 1,960,000 shares of Common Stock proposed
to be sold pursuant to the exercise of options (the "Options") by the Selling
Shareholders may be issued. In addition, assuming that the Company maintains
an adequate number of authorized but unissued shares of
<PAGE> 2
Windmere-Durable Holdings, Inc.
June 24, 1996
Page 2
Common Stock available for issuance to those persons who exercise their
Options, and that the consideration for the underlying shares of Common Stock
issued pursuant to the Options is actually received by the Company, we are of
the opinion that the Shares issued pursuant to the exercise of the Options will
be duly authorized and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. In
giving such consent, we do not admit that we come within the category of
persons whose consent is required by Section 7 of the Act or the rules and
regulations of the Commission thereunder.
Sincerely,
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
<PAGE> 1
EXHIBIT 23.2
We have issued our report dated February 7, 1996, accompanying the consolidated
financial statements of Windmere Corporation and Subsidiaries appearing in the
1995 Annual Report of the Company to its shareholders and accompanying the
schedules included in the Annual Report on Form 10-K for the year ended
December 31, 1995 which are incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement of the aforementioned report and to the use of our name as it appears
under the caption "Experts".
/s/ Grant Thornton LLP
Miami, Florida
June 21, 1996
<PAGE> 1
Exhibit 23.3
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement
of Windmere-Durable Holdings, Inc., on Form S-3 of the report of Deloitte &
Touche LLP dated September 19, 1995, appearing in the Proxy Statement of
Salton/Maxim Housewares, Inc., dated June 10, 1996, and to the reference to
Deloitte & Touche LLP under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Chicago, Illinois
June 24, 1996
