UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) July 20, 2000 Catalina Lighting, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Florida 1-9917 59-1548266 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 18191 N.W. 68th Avenue, Miami, Florida 33015 - -------------------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code (305) 558-4777 Not applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) ITEM 2. ACQUISITION OF RING PLC On July 5, 2000, the Company completed a cash offer, through a wholly-owned subsidiary, Catalina International PLC, for all of the outstanding ordinary and convertible preference shares of U.K. - based Ring PLC. Catalina will pay Ring shareholders 50 pence per share and 22.4 pence per share for the ordinary and convertible preference shares, respectively, valuing Ring's existing share capital at approximately 22 million UK Pounds Sterling ($33 million - see exhibit 10.195). ITEM 7. FINANCIAL STATEMENTS, PRO FORMA AND EXHIBITS (c) EXHIBITS 10.193 Recommended Cash Offers by NM Rothschild & Sons Limited on behalf of Catalina International PLC, a wholly owned subsidiary of Catalina Lighting, Inc. to acquire the whole of the ordinary and convertible preference Share capital of Ring PLC. 10.194 Form 429(4) - Notice to non-assenting shareholders by Catalina International PLC dated July 5, 2000. 10.195 Press release dated July 5, 2000. 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. /S/ROBERT HERSH -------------------------------------- Robert Hersh, Chairman, President, Chief Executive Officer and Director /S/ DAVID W. SASNETT -------------------------------------- David W. Sasnett Senior Vice President and Chief Financial Officer Date: July 20, 2000 EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- 10.193 Recommended Cash Offers by NM Rothschild & Sons Limited on behalf of Catalina International PLC, a wholly owned subsidiary of Catalina Lighting, Inc. to acquire the whole of the ordinary and convertible preference Share capital of Ring PLC. 10.194 Form 429(4) - Notice to non-assenting shareholders by Catalina International PLC dated July 5, 2000. 10.195 Press release dated July 5, 2000.