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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
June 3, 1996
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Date of Report (Date of earliest event reported)
Salton/Maxim Housewares, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-19557 36-3777824
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
550 Business Center Drive, Mount Prospect, Illinois 60056
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(Address of principal executive offices) (Zip Code)
(847) 803-4600
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(Registrant's telephone number)
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ITEM 5. OTHER EVENTS.
On June 3, 1996, the Registrant announced that it has agreed in principle
to acquire substantially all of the assets and certain liabilities of Block
China Corporation ("Block China"). Block China designs and markets table top
products, including china, crystal and glassware.
The consideration to be paid by the Registrant would consist of $1,485,000
in cash and a warrant to purchase 25,000 shares of Common Stock with an
exercise price equal to the fair market value of the Common Stock on the
closing date of the acquisition . The consideration would also include an
earn-out of up to $500,000 and 150,000 shares of Common Stock based upon Block
China's financial performance over a three-year period.
The closing of the proposed acquisition is subject to the negotiation of
mutually satisfactory definitive documents and the receipt by the parties of
certain third party consents. There can be no assurance that the proposed
acquisition will be consummated or as to the terms or timing of any such
acquisition.
On June 4, 1996, the Registrant filed revised preliminary proxy materials
for a special meeting of stockholders to be held in connection with the
Company's previously announced agreement with Windmere Corporation. Such proxy
materials contain further information concerning Block China and the proposed
acquisition.
Reference is made to the Registrant's press release dated June 3, 1996
(Exhibit 1.)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibit 1. Registrant's press release dated June 3, 1996
concerning the proposed acquisition of Block China.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SALTON/MAXIM HOUSEWARES, INC.
/s/ LEONHARD DREIMANN
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Leonhard Dreimann
Dated: June 3, 1996 Chairman, President
and Chief Executive Officer
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EXHIBIT INDEX
Sequentially-
Exhibit No. Description Numbered Page
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Registrant's press release dated June 3, 1996
1 concerning the proposed acquisition of Block China 5
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SALTON/MAXIM AGREES IN PRINCIPLE
TO ACQUIRE BLOCK CHINA CORPORATION
MOUNT PROSPECT, ILLINOIS-Salton/Maxim Housewares, Inc. (Nasdaq-SALT) today
announced that it has agreed in principle to acquire substantially all of the
assets and certain liabilities of Block China Corporation. Block China designs
and markets table top products, including china, crystal and glassware.
The consideration to be paid by Salton/Maxim would consist of $1.485
million in cash and a warrant to purchase 25,000 shares of Common Stock with an
exercise price equal to the fair market value of Salton/Maxim's common stock on
the date of closing. The consideration would also include an earn-out of up to
$500,000 and 150,000 shares of Salton/Maxim common stock based on Block China's
financial performance over a three-year period.
The closing of the acquisition is subject to the negotiation of mutually
satisfactory definitive documents and the receipt by the parties of certain
third party consents. There can be no assurance that the acquisition will be
consummated or as to the terms or timing of any such acquisition.
Leonhard Dreimann, Chief Executive Officer of Salton/Maxim, stated "We
believe that the acquisition of Block China and its line of china and glassware
products would be a very positive addition and would complement Salton/Maxim's
existing products. The acquisition of Block China would not be possible
without the $3.25 million loan which Salton/Maxim recently received from
Windmere Corporation."
Salton/Maxim previously announced that Windmere has agreed to purchase
6,508,572 newly issued shares of common stock of Salton/Maxim (which will
represent 50% of the outstanding shares of common stock after giving effect to
such purchase) for $3,254,286, a subordinated promissory note in the aggregate
principal amount of $10,847,620 and 748,112 shares of Windmere's common stock.
The closing of this transaction, currently anticipated in the middle of 1996,
remains subject to a number of conditions, including stockholder approval. The
$3.25 million loan made by Windmere to the Company is payable upon the earlier
of such closing (by set-off against the $3.25 million cash consideration to be
paid by Windmere) or September 30, 1996.
Salton/Maxim Housewares, headquartered in Mount Prospect, Illinois,
designs and markets small kitchen appliances and beauty care products under the
Salton(R), Maxim(R), Salton Creations(TM) and Salton Time(TM) brand names. The
Company's products also include the Breadman(TM), Juiceman(TM) and Popeil Pasta
Maker(TM) product lines. Salton/Maxim also recently announced plans to add a
new line of small kitchen appliances under the White-Westinghouse(R) name.
