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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): APRIL 30, 1999
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CATALINA LIGHTING, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
FLORIDA 1-9917 59-1548266
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
Incorporation)
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18191 N.W. 68TH AVENUE, MIAMI, FLORIDA 33015
(Address of Principal Executive Offices)
Registrant's Telephone Number, including area code: (305) 558-4777
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Not applicable
(Former Name or Former Address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On April 30, 1999, Catalina Lighting, Inc. entered into an agreement
with Mr. David M. Moss to settle a potential proxy contest. Copies of the
agreement and of the Company's press release are attached as Exhibits 10.167 and
99 to this Form 8-K, respectively.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Agreement, dated April 30, 1999, among Catalina Lighting,
Inc., David M. Moss and DMM Investments Ltd.
Text of press release, dated May 3, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CATALINA LIGHTING, INC.
(Registrant)
Dated: May 3, 1999 By: /S/ ROBERT HERSH
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Robert Hersh
Chairman, President and
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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10.167 Agreement, dated as of April 30, 1999, among Catalina Lighting,
Inc., David M. Moss and DMM Investments Ltd.
99 Press Release, dated May 3, 1999.
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EXHIBIT 10.167
AGREEMENT
This AGREEMENT (this "Agreement") is entered into as of this 30th day
of April, 1999 by and among Catalina Lighting, Inc. (the "Company"), on the one
hand, and David M. Moss ("Moss") and DMM Investments Ltd., a Florida limited
partnership ("DMM"), on the other hand.
WHEREAS, the Company has distributed definitive proxy materials (the
"Company Proxy Materials") in respect of its 1999 Annual Meeting of Stockholders
(the "Annual Meeting") currently scheduled to be held on May 10, 1999;
WHEREAS, DMM has filed preliminary proxy materials (the "Moss Proxy
Materials") with respect to his proposal to nominate two individuals to stand
for election at the Annual Meeting in opposition to the management slate; and
WHEREAS, the Company and Moss wish to enter into a settlement on the
terms and subject to the conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the Company and Moss agree as follows:
1. Before the opening of the stock markets on Monday, May 3, 1999, the
Company shall issue a press release in the form attached hereto as Exhibit A and
Moss shall issue a press release in the form attached hereto as Exhibit B.
2. Moss and DMM each agree that they (a) shall not, directly or
indirectly, and shall use their best efforts to cause each "participant" (as
such term is used in Rule 14a-11 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) not to, solicit any proxies or participate in any
"solicitation" of any "proxy" (as such terms are defined in Rule 14a-1 under the
Exchange Act, and including without limitation any revocations of proxies
granted to the Company) with respect to matters to be presented at the Annual
Meeting, and shall not become a "participant" in any election contest relating
to the Annual Meeting, (b) shall promptly terminate all agreements and
understandings relating to the solicitation by Moss and DMM described in the
Moss Proxy Statement, and (c) shall not take any other actions inconsistent with
the matters contemplated hereby. As soon as possible on Monday, May 3, 1999,
Moss will take such steps as are necessary and appropriate to withdraw the Moss
Proxy Materials.
3. Immediately following the Annual Meeting, the Company will expand
the size of its Board of Directors and cause Roy D. Oppenheim to be named as a
director of the Company.
4. Within two (2) business days after the execution and delivery of
this Agreement, the Company shall wire transfer to an account designated by
Milbank, Tweed, Hadley & McCloy LLP the amount of $100,000 in full reimbursement
of Moss' expenses incurred in connection with the preparation of the Moss Proxy
Materials and related matters.
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5. DMM and Moss each hereby releases, discharges and acquits the
Company, and its officers, directors, agents, representatives and each
participant named in the Company Proxy Statement from any and all claims,
grievances, demands, charges, liabilities, obligations, actions, causes of
action, damages, costs, losses of services, expenses and compensation of any
nature whatsoever existing on the date hereof, whether based on tort, contract
or other theory of recovery, on account of or in any way growing out of or
related to the Annual Meeting or the Company Proxy Statement, provided that this
release shall not prevent Moss and/or DMM from challenging the use of the proxy
referenced in a letter dated April 29, 1999 from Lawrence Lederman to Ronald O.
Mueller, with respect to any meeting of stockholders occurring after the
Company's 1999 Annual Meeting.
6. The Company hereby releases, discharges and acquits Moss and DMM and
each participant named in the Moss Proxy Statement from any and all claims,
grievances, demands, charges, liabilities, obligations, actions, causes of
action, damages, costs, losses of services, expenses and compensation of any
nature whatsoever existing on the date hereof, whether based on tort, contract
or other theory of recovery, on account of or in any way growing out of or
related to the Annual Meeting or the Moss Proxy Statement.
7. During the period commencing on the date hereof and ending on
December 31, 1999 (the "Standstill Period"), DMM and Moss each:
A. shall cause all shares of capital stock of the Company which they
have the right to vote generally in the election of directors, including,
without limitation, shares of Common Stock (collectively, the "Voting
Stock"), that are beneficially owned (within the meaning of Regulation 13D
and Rules 13d-3 and 13d-5 under the Exchange Act) by such Party to be
present, in person or by proxy, at all meetings of the shareholders of the
Company so that all such shares may be counted for the purpose of
determining if a quorum is present at such meetings and (ii) to be voted in
favor of persons nominated and recommended by the Board of Directors of the
Company in the election of directors for the Annual Meeting;
B. shall not, directly or indirectly, solicit any proxies or consents
with respect to Voting Stock or in any way participate in any
"solicitation" of any "proxy" with respect to shares of Voting Stock (as
such terms are defined in Rule 14a-1 under the Exchange Act) or become a
"participant" in any election contest with respect to the Company (as such
term is used in Rule 14a-11 under the Exchange Act) or request or induce or
attempt to induce any other person to take any such actions or attempt to
advise, counsel or otherwise influence in any way any person with respect
to the voting of Voting Stock;
C. shall not make any proposal (including any proposal pursuant to Rule
14a-8 under the Exchange Act) or bring any business before any meeting of
the shareholders of the Company; and
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D. shall not (i) seek election to, nor seek to place a representative
on the Board of Directors of the Company, or (ii) seek the removal of any
member of the Board of Directors.
8. This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida, without giving effect to the principles of
conflict of laws thereof.
9. This Agreement may be executed in one or more counterparts by each
of the parties hereto (or by his or her attorney-in-fact), each of which shall
be deemed to be an original, but all of which shall be considered one and the
same instrument.
10. This Agreement may be amended, supplemented or modified only by a
written instrument duly executed by or on behalf of each party hereto.
11. This Agreement supersedes all prior discussions and agreements
between the parties with respect to the subject matter hereof and contains the
sole and entire agreement between the parties hereto with respect to the subject
matter hereof.
12. The terms and provisions of this Agreement are intended solely for
the benefit of each party hereto and their respective successors or assigns, and
it is not the intention of the parties to confer third party beneficiary rights
upon any other person.
13. Each of the parties hereto agrees that money damages would not be a
sufficient remedy for any breach of this Agreement by any party hereto and that
any party hereto shall be entitled to specific performance and injunctive or
other equitable relief as a remedy for any such breach.
CATALINA LIGHTING, INC. DAVID M. MOSS
By: By:
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Name: Robert Hersh
Title: Chairman, Chief Executive Officer
and President
DMM INVESTMENTS LTD.
By DMM INVESTMENTS, INC.
Its General Partner
By:
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Name: David M. Moss
Title: President
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EXHIBIT 99
CONTACT:
Stanley J. Kay
MacKenzie Partners, Inc.
(212) 929-5940
FOR IMMEDIATE RELEASE:
CATALINA LIGHTING ANNOUNCES AGREEMENT
TO RESOLVE POTENTIAL PROXY CONTEST
MIAMI, FL, May 3, 1999 - Catalina Lighting, Inc. (NYSE: LTG) announced today
that it has entered into a definitive agreement to resolve a potential proxy
contest with David Moss, who had been seeking to elect two of the seven
directors up for election at the Catalina's May 10, 1999 Annual Meeting.
Catalina's seven nominees for election at this year's annual meeting consist of
four continuing directors, Robert Hersh, Ryan Burrow, Henry Latimer and Leonard
Sokolow and three new independent nominees, Jesse Luxton, Howard Steinberg and
Brion Wise.
Under the terms of the agreement, Mr. Roy Oppenheim, 39, an attorney with the
law firm of Oppenheim & Pilesky, P.A. and one of the Moss nominees, will join
Catalina's seven nominees as an eighth director immediately following the
company's annual meeting on May 10, 1999.
Mr. Robert Hersh, Catalina's chairman, president and chief executive officer,
commenting on the settlement, said, "We are pleased to reach an agreement that
allows the company to move forward in the best interests of all stockholders and
we trust that Mr. Oppenheim will constructively contribute to the board. With
this proxy contest behind us we can now focus all our energies on our programs
that have returned the company to profitability and positioned Catalina for
future growth."
Catalina Lighting, Inc. is a leading international manufacturer and distributor
of products for the residential and office lighting industry employing
approximately 3,200 people throughout the U.S., Canada and Southeast Asia.
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