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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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): JULY 23, 2001
Catalina Lighting, Inc.
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(Exact Name of Registrant as Specified in Charter)
Florida 1-9917 59-1548266
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
18191 N.W. 68th Avenue, Miami, Florida 33015
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (305) 558-4777
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Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a) On July 23, 2001, Catalina Lighting, Inc., a Florida corporation
(the "Company") and Sun Catalina Holdings, LLC, a Delaware limited
liability company ("Sun Catalina"), executed an Amended and Restated
Note Purchase Agreement and an Amended and Restated Stock Purchase
Agreement (collectively, the "Purchase Agreements") whereby Sun
Catalina purchased 8,489,932 shares of the Company's common stock, $.01
par value (the "Common Stock"), for $3,000,000 and, for an additional
$4,500,000, received a secured promissory note and a warrant to
purchase up to 3,904,838 shares of Common Stock, which warrant is
immediately exercisable. In connection with the consummation of the
transactions contemplated by the Purchase Agreements, certain
shareholders, warrant holders and option holders of the Company entered
into shareholders' and voting agreements with Sun Catalina, pursuant to
which Sun Catalina was granted proxies to vote any shares of Common
Stock held by such security holders. As a result of these transactions,
Sun Catalina beneficially owns, within the meaning of Rule 13d-3 of the
Securities Exchange Act of 1934, 65.2% of the shares of Common Stock
outstanding. Assuming exercise of all options and warrants issued to
third parties in connection with transactions consummated
simultaneously with the consummation of the transactions contemplated
by the Purchase Agreements, the shares of Common Stock owned by Sun
Catalina (including the shares issuable upon exercise of the warrant
held by Sun Catalina) would constitute 52.5% of the then outstanding
Common Stock of the Company.
As a result of these transactions, the Company's board of
directors was expanded to nine members, and six individuals designated
by Sun Catalina became members of the board of directors. Subsequent to
the consummation of these transactions, Eric Bescoby (formerly the
president and a director of an affiliate of Sun Catalina) was named
chief executive officer of the Company. In addition, the board of
directors was expanded to ten members and Mr. Bescoby became a member
of the board of directors.
The following information about the ownership of Sun Catalina
is based on information contained in a Schedule 13D filed with the
Securities and Exchange Commission on August 2, 2001. Sun Catalina is
wholly owned by Sun Capital Partners II, L.P., a Delaware limited
partnership. The general partner of Sun Capital Partners II, L.P. is
Sun Capital Advisors II, L.P., a Delaware limited partnership. The
general partner of Sun Capital Advisors II, L.P. is Sun Capital
Partners, LLC, a Delaware limited liability company. Each of Marc J.
Leder and Rodger R. Krouse own 50% of the membership interests in Sun
Capital Partners, LLC.
(b) Except as described above, there are no arrangements known to the
Company, the operation of which may at a subsequent date result in a
change in control of the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not applicable
(b) Pro Forma Financial Information.
Not applicable
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(c) Exhibits.
Exhibit
Number Description
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4.1 Secured Junior Subordinated Note Due 2006
99.1 Press release dated July 24, 2001.
99.2 Amended and Restated Stock Purchase Agreement between
Catalina Lighting, Inc. and Sun Catalina Holdings, LLC dated
July 23, 2001.
99.3 Amended and Restated Note Purchase Agreement between
Catalina Lighting, Inc. and Sun Catalina Holdings, LLC dated
July 23, 2001.
99.4 Warrant to Purchase Shares of Common Stock.
99.5 Form of Voting Agreement and Irrevocable Proxy, dated July
23, 2001, by and among Sun Catalina Holdings, LLC, Catalina
Lighting, Inc., and certain shareholders and option holders
of the Company.
99.6 Shareholders Agreement, dated July 23, 2001, by and among
Sun Catalina Holdings, LLC, Catalina Lighting, Inc. and
SunTrust Banks, Inc., a Georgia corporation.
99.7 Registration Rights Agreement between Catalina Lighting,
Inc., Sun Catalina Holdings, LLC, SunTrust Banks, Inc. and
SunTrust Bank dated July 23, 2001.
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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 hereunto duly authorized.
CATALINA LIGHTING, INC.
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(Registrant)
By: /s/ David W. Sasnett
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David W. Sasnett
Senior Vice President and
Chief Financial Officer
Date: August 7, 2001
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Exhibit Index
Exhibit
Number Description
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4.1 Secured Junior Subordinated Note Due 2006
99.1 Press release dated July 24, 2001.
99.2 Amended and Restated Stock Purchase Agreement between
Catalina Lighting, Inc. and Sun Catalina Holdings, LLC dated
July 23, 2001.
99.3 Amended and Restated Note Purchase Agreement between
Catalina Lighting, Inc. and Sun Catalina Holdings, LLC dated
July 23, 2001.
99.4 Warrant to Purchase Shares of Common Stock.
99.5 Form of Voting Agreement and Irrevocable Proxy, dated July
23, 2001, by and among Sun Catalina Holdings, LLC, Catalina
Lighting, Inc., and certain shareholders and option holders
of the Company.
99.6 Shareholders Agreement, dated July 23, 2001, by and among
Sun Catalina Holdings, LLC, Catalina Lighting, Inc. and
SunTrust Banks, Inc., a Georgia corporation.
99.7 Registration Rights Agreement between Catalina Lighting,
Inc., Sun Catalina Holdings, LLC, SunTrust Banks, Inc. and
SunTrust Bank dated July 23, 2001.
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