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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
COMMISSION FILE NUMBER 1-10177
APPLICA INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 59-1028301
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
5980 MIAMI LAKES DRIVE, MIAMI LAKES, FLORIDA 33014
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(305) 362-2611
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
WINDMERE-DURABLE HOLDINGS, INC.
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FORMER NAME, IF CHANGED SINCE LAST REPORT
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such report(s), and (2) has been subject to such filing
requirement for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
NUMBER OF SHARES OUTSTANDING
CLASS ON AUGUST 7, 2000
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Common Stock, $.10 par value 23,035,355
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PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's Annual Meeting of Shareholders held on May 9, 2000,
the shareholders of the Company voted to elect Susan J. Ganz, Barbara
Friedson Garrett, J. Maurice Hopkins, Thomas J. Kane, Felix S. Sabates
and Paul J. Sugrue as Directors of the Company. Continuing members of
the Board of Directors of the Company, include: David M. Friedson,
Harry D. Schulman, Jerald I. Rosen, Leonard Glazer, Lai Kin, Raymond
So, Desmond Lai, Arnold Thaler and Frederick E. Fair.
The number of votes cast for or withheld with respect to each of the
nominees were as follows:
NOMINEE FOR AGAINST
------- --- -------
Susan J. Ganz 19,343,895 1,670,483
Barbara Friedson Garrett 19,343,781 1,670,597
J. Maurice Hopkins 19,341,056 1,673,322
Thomas J. Kane 19,344,495 1,669,883
Felix S. Sabates 18,516,948 2,497,430
Paul J. Sugrue 19,341,695 1,672,683
The shareholders of the Company voted to approve the amendment of the
Company's Amended and Restated Articles of Incorporation pursuant to
which the name of the Company would be changed to Applica Incorporated.
The shareholders cast 20,547,979 votes in favor of the amendment,
403,954 against and 62,445 withheld authority.
The shareholders of the Company voted to approve the Company's
amendment and restatement of its Amended and Restated Articles of
Incorporation, which among other things, increases the number of
authorized shares of Common Stock from 40,000,000 to 75,000,000. The
shareholders cast 18,585,532 votes in favor of the amendment, 2,398,098
against and 30,748 withheld authority.
The shareholders of the Company voted to approve the Company's 2000
Stock Option Plan. The shareholders cast 13,373,946 votes in favor of
the Plan, 2,329,711 against and 62,450 withheld authority.
The shareholders of the Company voted to approve the Company's 2000
Employee Stock Purchase Plan. The shareholders cast 14,822,954 votes in
favor of the Plan, 895,843 against and 48,249 withheld authority.
The shareholders of the Company voted to approve the amendment to the
Company's 1997 Cash Bonus Plan for Executive Officers. The shareholders
cast 20,151,856 votes in favor of the amendment, 788,973 against and
73,549 withheld authority.
In addition, the shareholders of the Company ratified the reappointment
of Grant Thornton LLP, independent certified public accountants, as the
Company's auditors for the fiscal year ending December 31, 2000. The
shareholders cast 20,776,072 votes in favor of the reappointment of
Grant Thornton LLP, 41,551 votes against and 196,755 shareholders
withheld authority.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
APPLICA INCORPORATED
(Registrant)
August 18, 2000 By: /s/ HARRY D. SCHULMAN
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Harry D. Schulman
CHIEF OPERATING OFFICER, CHIEF
FINANCIAL OFFICER AND SECRETARY
(Duly authorized to sign on
behalf of the Registrant)
August 18, 2000 By: /s/ TERRY L. POLISTINA
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Terry L. Polistina
SENIOR VICE PRESIDENT - FINANCE
AND ADMINISTRATION
(Duly authorized to sign on
behalf of the Registrant)
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