-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vj/RXpccid7SOROlukW5ONJsm2GkuAgCfXpI86yI+M5gmm+HvAjMHyaCR47K0IEJ lS4xHpPVY1dUWPqrH4il7Q== 0000909518-06-000572.txt : 20060605 0000909518-06-000572.hdr.sgml : 20060605 20060605165112 ACCESSION NUMBER: 0000909518-06-000572 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060605 DATE AS OF CHANGE: 20060605 GROUP MEMBERS: CENTRE CAPITAL COINVESTMENT, L.P. GROUP MEMBERS: CENTRE CAPITAL INVESTORS II, L.P. GROUP MEMBERS: CENTRE CAPITAL OFFSHORE INVESTORS II, L.P. GROUP MEMBERS: CENTRE CAPITAL TAX-EXEMPT INVESTORS II LP GROUP MEMBERS: CENTRE PARTNERS II, L.P. GROUP MEMBERS: CENTRE PARTNERS II, LLC GROUP MEMBERS: CENTRE PARTNERS MANAGEMENT LLC GROUP MEMBERS: STATE BOARD OF ADMINISTRATION OF FLORIDA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SALTON INC CENTRAL INDEX KEY: 0000878280 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC HOUSEWARES & FANS [3634] IRS NUMBER: 363777824 STATE OF INCORPORATION: DE FISCAL YEAR END: 0626 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42085 FILM NUMBER: 06886782 BUSINESS ADDRESS: STREET 1: 1955 FIELD COURT STREET 2: - CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 8478034600 MAIL ADDRESS: STREET 1: 1955 FIELD COURT CITY: LAKE FOREST STATE: IL ZIP: 60045 FORMER COMPANY: FORMER CONFORMED NAME: SALTON MAXIM HOUSEWARES INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Centre Parallel Management Partners, LP CENTRAL INDEX KEY: 0001364888 IRS NUMBER: 133866630 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O CENTRE PARTNERS MANAGEMENT LLC STREET 2: 30 ROCKEFELLER PLAZA SUITE 5050 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-332-5800 MAIL ADDRESS: STREET 1: C/O CENTRE PARTNERS MANAGEMENT LLC STREET 2: 30 ROCKEFELLER PLAZA SUITE 5050 CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: Centre Parallel Management Partners LP DATE OF NAME CHANGE: 20060602 SC 13D/A 1 mv6-2_13da2.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* SALTON, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of class of securities) 795757103 (CUSIP number) BRUCE G. POLLACK C/O CENTRE PARTNERS MANAGEMENT LLC 30 ROCKEFELLER PLAZA NEW YORK, NEW YORK 10020 (212) 332-5800 (Name, address and telephone number of person authorized to receive notices and communications) June 2, 2006 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) (Page 1 of 14 pages) ================================================================================
CUSIP No. 795757103 13D Page 2 of 14 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) CENTRE PARTNERS II LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE NUMBER OF SHARES 7 SOLE VOTING POWER: 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 1,427,205 EACH REPORTING 9 SOLE DISPOSITIVE POWER: 0 10 SHARED DISPOSITIVE POWER: 1,427,205 PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.3% 14 TYPE OF REPORTING PERSON: OO CUSIP No. 795757103 13D Page 3 of 14 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) CENTRE CAPITAL INVESTORS II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE NUMBER OF SHARES 7 SOLE VOTING POWER: 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 439,293 EACH REPORTING 9 SOLE DISPOSITIVE POWER: 0 10 SHARED DISPOSITIVE POWER: 439,293 PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.0% 14 TYPE OF REPORTING PERSON: PN CUSIP No. 795757103 13D Page 4 of 14 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) CENTRE CAPITAL TAX-EXEMPT INVESTORS II LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE NUMBER OF SHARES 7 SOLE VOTING POWER: 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 142,931 EACH REPORTING 9 SOLE DISPOSITIVE POWER: 0 10 SHARED DISPOSITIVE POWER: 142,931 PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.0% 14 TYPE OF REPORTING PERSON: PN CUSIP No. 795757103 13D Page 5 of 14 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) CENTRE CAPITAL OFFSHORE INVESTORS II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: BERMUDA NUMBER OF SHARES 7 SOLE VOTING POWER: 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 95,585 EACH REPORTING 9 SOLE DISPOSITIVE POWER: 0 10 SHARED DISPOSITIVE POWER: 95,585 PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): LESS THAN 1% 14 TYPE OF REPORTING PERSON: PN CUSIP No. 795757103 13D Page 6 of 14 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) CENTRE PARTNERS COINVESTMENT, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE NUMBER OF SHARES 7 SOLE VOTING POWER: 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 75,535 EACH REPORTING 9 SOLE DISPOSITIVE POWER: 0 10 SHARED DISPOSITIVE POWER: 75,535 PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): LESS THAN 1% 14 TYPE OF REPORTING PERSON: PN CUSIP No. 795757103 13D Page 7 of 14 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) CENTRE PARALLEL MANAGEMENT PARTNERS, LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE NUMBER OF SHARES 7 SOLE VOTING POWER: 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 6,745 EACH REPORTING 9 SOLE DISPOSITIVE POWER: 0 10 SHARED DISPOSITIVE POWER: 6,745 PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): LESS THAN 1% 14 TYPE OF REPORTING PERSON: PN CUSIP No. 795757103 13D Page 8 of 14 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) CENTRE PARTNERS MANAGEMENT LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE NUMBER OF SHARES 7 SOLE VOTING POWER: 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 677,809 EACH REPORTING 9 SOLE DISPOSITIVE POWER: 0 10 SHARED DISPOSITIVE POWER: 677,809 PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.6% 14 TYPE OF REPORTING PERSON: OO CUSIP No. 795757103 13D Page 9 of 14 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) CENTRE PARTNERS II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE NUMBER OF SHARES 7 SOLE VOTING POWER: 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 677,809 EACH REPORTING 9 SOLE DISPOSITIVE POWER: 0 10 SHARED DISPOSITIVE POWER: 677,809 PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.6% 14 TYPE OF REPORTING PERSON: PN CUSIP No. 795757103 13D Page 10 of 14 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) STATE BOARD OF ADMINISTRATION OF FLORIDA 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: FLORIDA NUMBER OF SHARES 7 SOLE VOTING POWER: 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 667,117 EACH REPORTING 9 SOLE DISPOSITIVE POWER: 0 10 SHARED DISPOSITIVE POWER: 667,117 PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.5% 14 TYPE OF REPORTING PERSON: OO
CUSIP No. 795757103 13D Page 11 of 14 Statement on Schedule 13D This Amendment No. 2 ("Amendment No. 2") amends the Statement on Schedule 13D (the "Schedule 13D") filed on August 7, 1998, as amended by Amendment No. 1 filed on September 25, 1998, by and on behalf of Centre Partners II LLC, Centre Capital Investors II, L.P., Centre Capital Tax-Exempt Investors II LP, Centre Capital Offshore Investors II, L.P., Centre Partners Coinvestment, L.P., Centre Parallel Management Partners, LP, Centre Partners Management LLC, Centre Partners II, L.P. and the State Board of Administration of Florida (collectively, the "Reporting Persons"). Except as otherwise indicated, capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND. Part (g) of Item 2 of the Schedule 13D is amended and restated in its entirety to read as follows: (g) Managing Directors: Messrs. Lester Pollack, Bruce G. Pollack, David Jaffe, Robert Bergmann and Scott Perekslis (the "Members") are each members of Centre Partners II LLC ("Centre Partners") and Centre Partners Management LLC ("Centre Management"). The business address for each of them is c/o Centre Partners Management LLC, 30 Rockefeller Plaza, New York, New York 10020 and each is a citizen of the United States. None of the Members (i) has been convicted in a criminal proceeding or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Members are engaged primarily in the business of private investing and investment management. ITEM 4. PURPOSE OF TRANSACTION Item 6 of this Amendment No. 2 is incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the date of this Amendment No. 2, the Reporting Persons beneficially own in the aggregate 1,427,205 shares of Common Stock, which includes 10,000 shares of Preferred Stock (which shares of Preferred Stock are currently convertible into 882,353 shares of Common Stock, at a conversion price of approximately $11.33 (rounded to the nearest one hundredth)), constituting 9.3% of the outstanding shares of Common Stock (the percentage of shares of Common Stock owned being based upon (y) 14,386,390 shares of Common Stock outstanding on May 8, 2006, as set forth in the Company's quarterly report on Form 10-Q for the quarter ended April 1, 2006, plus (z) 882,353 shares of Common Stock representing conversion of the 10,000 outstanding shares of Preferred Stock). The responses to Items 11 and 13 on each of pages 2-10 hereof which relate to beneficial ownership of shares of Common Stock with respect to each reporting person are incorporated herein by reference. (b) The responses to Items 7-10 on each of pages 2-10 hereof which relate to voting and disposition of shares of Common Stock with respect to each reporting person are incorporated herein by reference. CUSIP No. 795757103 13D Page 12 of 14 Centre Partners is the general partner of Centre Coinvestment and Centre Parallel and the general partner of the general partner of CCI II, Centre Tax-Exempt and Centre Offshore, which are the holders of record of the following amounts of Common Stock (which includes shares of Preferred Stock convertible into Common Stock): Common Stock ------------ Centre Partners Coinvestment, L.P. 75,535 Centre Capital Investors II, L.P. 439,293 Centre Capital Tax-Exempt Investors II LP 142,931 Centre Capital Offshore Investors II, L.P. 95,585 Centre Parallel Management Partners, LP 6,745 ------------ TOTAL 760,089 In addition, pursuant to certain investment management arrangements, Centre Partners has been delegated voting and dispositive power with respect to the 4,674 shares of Preferred Stock and the 254,683 shares of Common Stock owned by the State Board. Thus, Centre Partners may be deemed to beneficially own and have voting and dispositive power over a total of 1,427,205 shares of Common Stock. Centre Partners II, L.P. is the general partner of Centre Offshore, Centre Tax-Exempt and CCI II, which are the holders of record of the following amounts of Common Stock (which includes shares of Preferred Stock convertible into Common Stock): Common Stock ------------ Centre Capital Offshore Investors II, L.P. 95,585 Centre Capital Tax-Exempt Investors II LP 142,931 Centre Capital Investors II, L.P. 439,293 ------------ TOTAL 677,809 Thus, Centre Partners II, L.P. may be deemed to beneficially own and have voting and dispositive power over a total of 677,809 shares of Common Stock. Pursuant to a Management Agreement, Centre Management has been delegated voting and dispositive power with respect to shares owned by CCI II, Centre Offshore and Centre Tax-Exempt, which are the holders of record of the following amounts of Common Stock (which includes shares of Preferred Stock convertible into Common Stock): Common Stock ------------ Centre Capital Investors II, L.P. 439,293 Centre Capital Tax-Exempt Investors II LP 142,931 Centre Capital Offshore Investors II, L.P. 95,585 ------------ TOTAL 677,809 Thus, Centre Management has been delegated voting and dispositive power with respect to a total of 677,809 shares of Common Stock. All of the Members disclaim any beneficial ownership of any of the shares of Common Stock reported herein except to the extent of their economic interest therein. CUSIP No. 795757103 13D Page 13 of 14 (c) Except as described in Item 6 of this Amendment No. 2, there were no transactions in the Common Stock effected by the Reporting Persons during the last sixty days. (d) See Item 5(b). (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is supplemented by adding the following thereto: On June 2, 2006, CCI II, Centre Tax-Exempt, Centre Offshore, Centre Parallel, Centre Coinvestment and the State Board (collectively, the "Sellers") entered into a Securities Purchase Agreement (the "Purchase Agreement") with Harbinger Capital Partners Master Fund I, Ltd. ("Purchaser"), pursuant to which the Sellers agreed to sell an aggregate of 30,000 shares of Preferred Stock to Purchaser (which shares of Preferred Stock are currently convertible into approximately 2,647,059 shares of Common Stock) for an aggregate purchase price of $15,000,000. The transactions contemplated by the Purchase Agreement were consummated on June 2, 2006. In addition, pursuant to the Purchase Agreement, the Sellers agreed to (i) cause the resignation of both of their representatives serving on the Corporation's board of directors and (ii) assign to Purchaser certain rights under a Registration Rights Agreement, dated as of July 15, 1998, by and among the Corporation and the Sellers (the "Registration Rights Agreement"). Following the consummation of the transactions contemplated by the Purchase Agreement, the Sellers will no longer have the right to designate any directors for election to the Corporation's board of directors. The summary of the Purchase Agreement contained in this Item 6 is qualified in its entirety by reference to the Purchase Agreement, which is filed herewith as an exhibit and incorporated herein by reference. The Stock Purchase Agreement, dated as of July 15, 1998, by and among the Corporation and the Sellers was filed as Exhibit A to the Schedule 13D and the Registration Rights Agreement was filed as Exhibit B to the Schedule 13D. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit E - Securities Purchase Agreement, dated June 2, 2006, by and among each of the parties listed on Schedule I annexed thereto and Harbinger Capital Partners Master Fund I, Ltd. [The remainder of this page intentionally left blank.] CUSIP No. 795757103 13D Page 14 of 14 SIGNATURE After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: June 2, 2006 CENTRE PARTNERS II LLC By: /s/ BRUCE G. POLLACK ---------------------------------------------- Bruce G. Pollack, Managing Director CENTRE CAPITAL INVESTORS II, LP CENTRE CAPITAL TAX-EXEMPT INVESTORS II, L.P. CENTRE CAPITAL OFFSHORE INVESTORS II, L.P. By: Centre Partners II, L.P., as General Partner By: Centre Partners Management LLC, as Attorney-in-fact By: /s/ BRUCE G. POLLACK -------------------------------------- Bruce G. Pollack, Managing Director CENTRE PARALLEL MANAGEMENT PARTNERS, LP CENTRE PARTNERS COINVESTMENT, L.P. By: Centre Partners II LLC, as General Partner By: /s/ BRUCE G. POLLACK ------------------------------------------ Bruce G. Pollack, Managing Director CENTRE PARTNERS MANAGEMENT LLC By: /s/ BRUCE G. POLLACK ---------------------------------------------- Bruce G. Pollack, Managing Director CENTRE PARTNERS II, L.P. By: Centre Partners Management LLC, as Attorney-in-fact By: /s/ BRUCE G. POLLACK ------------------------------------------ Bruce G. Pollack, Managing Director STATE BOARD OF ADMINISTRATION OF FLORIDA By: Centre Parallel Management Partners, LP, as Manager By: Centre Partners Management LLC, as Attorney-in-fact By: /s/ BRUCE G. POLLACK -------------------------------------- Bruce G. Pollack, Managing Director EX-99 2 mv6-2ex_e.txt Exhibit E SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is entered into as of June 2, 2006, by and among each of the parties listed on Schedule I annexed hereto (each, a "Seller" and collectively, the "Sellers"), and Harbinger Capital Partners Master Fund I, Ltd., a Cayman Islands exempt company (the "Purchaser"). WHEREAS, the Sellers are the beneficial owners of an aggregate of 40,000 shares of Series A Voting Convertible Preferred Stock (the "Preferred Stock") of Salton, Inc., a Delaware corporation (the "Company"); WHEREAS, the Sellers are party to that certain Registration Rights Agreement, dated as of July 15, 1998, among the Company and the Sellers (the "Registration Rights Agreement"); and WHEREAS, the Sellers desire to sell to the Purchaser, and the Purchaser desires to purchase from the Sellers, an aggregate of 30,000 shares of Preferred Stock (the "Purchased Shares") on the terms set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals and the representations, warranties, covenants, and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE 1 SALE AND PURCHASE OF PREFERRED STOCK 1.1 Sale and Purchase of Preferred Stock. At the Closing (as defined below) and on the terms set forth herein, each Seller shall sell and deliver to the Purchaser all of its right, title, and interest in and to an amount of the Purchased Shares owned by such Seller as set forth opposite such Seller's name on SCHEDULE I hereto (which in the aggregate shall equal 30,000 shares of Preferred Stock), and (ii) the Purchaser shall purchase and accept from each such Seller, all right, title, and interest of such Seller in and to such Purchased Shares, free and clear of all mortgages, liens, claims, pledges, security interests, transfer restrictions and other encumbrances ("Liens"), other than restrictions on transfer imposed by applicable securities laws, in each case in the amount as set forth opposite each Seller's name on SCHEDULE I hereto. The closing (the "Closing") of the purchase and sale of the Purchased Shares is taking place on the date hereof concurrently with the execution and delivery of this Agreement. 1.2 Purchase Price. At the Closing, the Purchaser shall pay each Seller an amount in cash set forth opposite such Seller's name on SCHEDULE I hereto (collectively, the "Purchase Price") as consideration for the purchase of the Purchased Shares being purchased from each Seller by the Purchaser hereunder. The Purchase Price payable to each Seller shall be paid by wire transfer of immediately available funds to accounts set forth on SCHEDULE II hereto. 1.3 Deliveries. At the Closing, (i) the Sellers shall deliver to the Purchaser (A) stock certificates representing and evidencing the Preferred Stock owned by the Sellers (in such amounts as set forth opposite each such Seller's name on SCHEDULE I hereto) duly endorsed in blank or with an appropriate stock power in a form reasonably acceptable to Purchaser duly executed by Sellers relating to the transfer of the Purchased Shares contemplated hereby, (B) a copy of the executed resignation letter of both of the Sellers representatives on the Company's Board of Directors and (C) the Acknowledgement attached hereto as EXHIBIT C duly executed by the Company; and (ii) the Purchaser shall deliver (A) to each Seller the Purchase Price in accordance with Section 1.2 above and (B) to the Company a duly executed counterpart of a Joinder Agreement to the Registration Rights Agreement in the form attached hereto as EXHIBIT A (the "Joinder Agreement"). The Sellers and the Purchaser shall cooperate with each other to cause the Company and its transfer agent to issue and deliver, as soon as practicable after the date hereof, (i) to Purchaser a stock certificate evidencing and representing the Purchased Shares being purchased by Purchaser hereunder, and (ii) to each Seller a stock certificate representing the shares of Preferred Stock that each Seller will continue to own after giving effect to the transaction contemplated hereby; it being understood that all such certificates delivered to the Purchaser and the Sellers will contain thereon the legends in substantially the form set forth on SCHEDULE III hereto. ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLERS Each Seller hereby represents and warrants to the Purchaser as follows: 2.1 Authorization. Such Seller has the requisite power and authority to execute and deliver this Agreement and to perform the transactions contemplated hereby to be performed by it. The execution and delivery by such Seller of this Agreement and the performance by it of the transactions contemplated hereby to be performed by it have been duly authorized on the part of such Seller. This Agreement has been duly executed and delivered by such Seller and, assuming the due execution and delivery of this Agreement by the Purchaser, constitutes a valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms. 2.2 Consents and Approvals. Other than as required under this Agreement or by the Securities Exchange Act of 1934, as amended, no consent, approval, waiver, order, or authorization of, or registration, declaration, or filing with, or notice to, the Company, any holder or third party, any federal, state, or foreign governmental agency, authority, or body or any instrumentality or political subdivision thereof is required to be obtained or made by such Seller in connection with the execution and delivery of this Agreement by such Seller, the performance by such Seller of the transactions contemplated hereby to be performed by it, or the consummation of the transactions contemplated hereby. 2.3 Title to Preferred Stock. Such Seller is the beneficial owner of, and has good title to, the Purchased Shares set forth opposite such Seller's name on SCHEDULE I hereto free and clear of all Liens, other than restrictions on transfer imposed by applicable securities laws. Upon the consummation of the transactions contemplated hereby and assuming that the Purchaser has not otherwise received notice of any "adverse claim" (as defined in the Uniform 2 Commercial Code of the State of New York) with respect to the Purchased Shares, each Seller will transfer good and valid title to the Purchased Shares, free and clear of all Liens, other than restrictions on transfer imposed by applicable securities laws. Other than as set forth on SCHEDULE IV hereto, there are no written agreements, rights or understandings of any kind affecting the Purchased Shares to which such Seller is a party. No demand rights by any Seller have been exercised under the certain Registration Rights Agreement, a true, complete (excluding schedules and exhibits thereto) and correct copy of which has been provided to the Purchaser by the Sellers. The Purchased Shares were initially acquired by Sellers on July 28, 1998, and have been continuously held since such date. 2.4 No Conflicts. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of such Seller's obligations hereunder will not conflict with, or result in any violation of or default under (a) any provision of any governing instrument applicable to such Seller, (b) any material agreement or other instrument to which such Seller is a party or by which such Seller or any of its properties is bound, or (c) to such Seller's knowledge, any material foreign or domestic permit, franchise, judgment, decree, statute, rule or regulation applicable to such Seller or such Seller's business or properties. 2.5 Evaluation. Such Seller has conducted its own independent evaluation and made its own analysis as it has deemed necessary, prudent or advisable in order for it to make its own determination and decision to transfer the Purchased Shares, enter into this Agreement and consummate the transactions contemplated hereby. Such Seller is entering into this Agreement and the transactions contemplated hereby relying entirely upon such independent evaluation and analysis and without reliance upon any oral or written representations and warranties of any kind or nature by the Purchaser (other than as provided in Section 3 below). 2.6 Value. Such Seller understands and acknowledges that the value of the Purchased Shares may be worth more or less than the aggregate consideration being delivered by the Purchaser in connection with the transactions contemplated by this Agreement. 2.7 Conversion Price. The Conversion Price (as defined in the Company's Certificate of Designation of Series A Voting Convertible Preferred Stock (the "Series A Certificate of Designations")) as of the date of this Agreement is $11.3333 (rounded to the nearest one hundredth). 2.8 Consent Agreement. The Consent Agreement (as defined below) constitutes a legal, valid and binding obligation of each Seller, enforceable against such Seller in accordance with its terms, and is in full force and effect with respect to each such Seller, and, following execution of this Agreement, will continue to constitute a legal, valid and binding obligation of each Seller, enforceable against such Seller in accordance with its terms. To such Seller's knowledge, no party to the Consent Agreement is in breach or default thereof and no event has occurred that with notice or lapse of time would constitute a breach or default, or permit termination or modification of the Consent Agreement. Such Seller has not received written notice from any party to the Consent Agreement that such party has repudiated any provision thereof. Upon consummation of the transactions contemplated by the Purchase Agreement, the Purchaser shall be deemed a "Transferee" (as defined in the Consent Agreement) under Section 8 of the Consent Agreement. Each Seller shall 3 take such requisite actions to support any of the Company's obligations under Section 8 of the Consent Agreement with regard to the election of the Purchaser's designee to the Company's Board of Directors. 2.9 Stock Purchase Agreement. The Purchaser shall not, solely as a result of the consummation of the transactions contemplated by this Agreement, become subject to provisions of Section 7(a) of the Stock Purchase Agreement, dated as of July 15, 1998, by and among the Sellers and the Company (the "Stock Purchase Agreement"). The Sellers have provided the Purchaser with a true, complete (excluding schedules and exhibits thereto) and correct copy of the Stock Purchase Agreement. 2.10 No Other Representations. The representations and warranties of such Seller contained in this Article 2 (or otherwise expressly made by such Seller in this Agreement) constitute the sole and exclusive representations and warranties of such Seller to the Purchaser in connection with this Agreement and the transactions contemplated hereby, and Purchaser acknowledges that all other representations and warranties are expressly disclaimed and may not be relied upon or serve as a basis for a claim against such Seller. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER The Purchaser hereby represents and warrants to the Sellers as follows: 3.1 Authorization. The Purchaser has the requisite power and authority to execute and deliver this Agreement and to perform the transactions contemplated hereby to be performed by it. The execution and delivery by the Purchaser of this Agreement and the performance by it of the transactions contemplated hereby to be performed by it have been duly authorized by all necessary action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and, assuming the due execution and delivery of this Agreement by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. 3.2 Consents and Approvals. No consent, approval, waiver, order, or authorization of, or registration, declaration, or filing with, or notice to, any federal, state, or foreign governmental agency, authority, or body or any instrumentality or political subdivision thereof is required to be obtained or made by the Purchaser in connection with the execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser of the transactions contemplated hereby to be performed by it, or the consummation of the transactions contemplated hereby other than as may be required by applicable securities laws. 3.3 Securities Law Matters. The Purchaser: (a) is an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3), or (7) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act")) and/or a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act); 4 (b) has sufficient knowledge and experience in investment transactions of the type contemplated hereby to evaluate the merits and risks of an investment in the Preferred Stock and is able to bear the risk of loss of its entire investment in the Preferred Stock; (c) is aware that an investment in the Preferred Stock is highly speculative and that there can be no assurance as to what return, if any, there might be; (d) is purchasing the Purchased Shares despite having had extremely limited or no opportunity to ask questions and receive answers from the Sellers or its representatives or from the Company or its representatives, or to conduct a diligence review of the Company or its business, prospects or financial condition, other than its ability to review information that is publicly available about the Company, but has nevertheless freely determined to purchase the Purchased Shares as contemplated hereby and has independently, and without reliance on the Sellers except as otherwise provided herein, and based upon such information as such Purchaser deemed appropriate, made its own analysis of the Company and its respective future financial performance and prospects and the value of the Preferred Stock; (e) has consulted with or has had an opportunity to consult with its legal and tax advisors in respect of the terms of and an investment in the Preferred Stock; (f) is acquiring the Purchased Shares for its own account solely for investment purposes and not with a view to the distribution thereof, without prejudice, however to its rights to sell or otherwise dispose of all or any part of the Purchased Shares under an effective registration statement under the Securities Act and applicable state securities laws, or pursuant to an exemption from such registration available under the Securities Act and applicable state securities laws; (g) understands and acknowledges that Seller is an "affiliate" within the meaning of the Securities Act and, as a result thereof, understands and acknowledges that the Purchased Shares are "restricted" securities and may not be sold, transferred, or otherwise disposed of, except pursuant to an effective registration statement in respect of the Purchased Shares or pursuant to an exemption from the registration requirements of the Securities Act, and further understands that the certificates representing the Purchased Shares will bear a legend reflecting same; (h) understands and acknowledges that Sellers are not making any representation or warranty as to the value or liquidity of the Preferred Stock or the business, condition (financial or otherwise), or prospects of the Company; (i) (1) is proceeding with the transactions contemplated hereby on the assumption that the Sellers may be in possession of material, non-public information concerning the Company and its direct and indirect subsidiaries (the "Company Information") that is not or may not be known to the Purchaser and that the Sellers have not disclosed to the Purchaser and that such Company Information may be material to a reasonable investor, such as Purchaser, when making investment decision, including the decision to enter in this Agreement and purchase the Purchased Shares; (2) is consummating the transactions contemplated hereby with full recognition and acknowledgment that the Sellers are privy to the Company Information, (3) is voluntarily entering into this 5 transaction without the benefit of the Company Information and expressly warrants and represents that (x) except as expressly set forth in Article 2 hereof (or otherwise expressly made by the Sellers in this Agreement), the Sellers have not made, and the Purchaser disclaims the existence of or its reliance on, any representation by the Sellers or their affiliates or representatives concerning the Company or the Purchased Shares, and (y) it is not relying on any disclosure or non-disclosure made or not made with respect to the Company Information, or the completeness thereof, in connection with or arising out of the purchase of the Purchased Shares, and therefore has no claim against the Sellers with respect to the disclosure or non-disclosure of Company Information; (4) if any such claim may exist, the Purchaser, recognizing its disclaimer of reliance with respect to the Company Information and the Sellers' reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against the Sellers or any of their affiliates or any of their respective officers, directors, shareholders, partners, representatives or agents; and (5) the Sellers shall have no liability, and the Purchaser waives and forever releases any claim that it might have against the Sellers or their affiliates or any of their respective officers, directors, shareholders, partners, representatives or agents, whether under applicable securities law or otherwise, based on the Sellers' knowledge, possession or nondisclosure to the Purchaser of the Company Information; and (j) understands and acknowledges that the Sellers are relying on the representations set forth in this Section 3.3 as a condition to entering into the transactions contemplated hereby. 3.4 Acknowledgment. The Purchaser acknowledges that it has received and reviewed that certain Consent and Agreement, dated as of August 15, 2005, by and among the Company and the Sellers (the "Consent Agreement"), a true, correct and complete copy of which is attached hereto as EXHIBIT B, which remains in full force and effect as of the date hereof and has not been amended, modified or supplemented. The Purchaser hereby acknowledges that the Purchased Shares will be subject to, and agrees to be bound by, the terms of, and agreements of the Sellers under, the Consent Agreement as though an original party thereto; provided, as set forth in the Acknowledgment, Purchaser's right to designate one member to the Company's Board of Directors shall be irrespective of the continued ownership of the Sellers in the Company. The Purchaser further acknowledges that (i) it has reviewed the terms and provisions of the Registration Rights Agreement, the Series A Certificate of Designations, and such other publicly available information concerning the Company, and/or the Preferred Stock or the Company's other securities that it has deemed appropriate (including the Company's Certificate of Incorporation (and all Certificates of Designations that form a part thereof) and Bylaws, and that certain Rights Agreement, dated as of June 28, 2004, between the Company and UMB Bank, N.A.), and (ii) the terms of the Stock Purchase Agreement that inure to the benefit of Sellers are not, and will not be assignable, to Purchaser, except for the right to designate one director to the Company's Board of Directors, which is provided for in the Consent Agreement. 3.5 No Other Representations. The representations and warranties of the Purchaser contained in this Article 3 (or otherwise expressly made by Purchaser in this Agreement) constitute the sole and exclusive representations and warranties of the Purchaser to the Sellers in connection with this Agreement and the transactions contemplated hereby, and the Sellers acknowledges that all 6 other representations and warranties are expressly disclaimed and may not be relied upon or serve as a basis for a claim against the Purchaser. ARTICLE 4 MISCELLANEOUS 4.1 Counterparts. This Agreement may be executed in multiple counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. 4.2 Entire Agreement. This Agreement (including the Schedules and Exhibits attached hereto) constitutes the entire agreement of the parties hereto in respect of the subject matter hereof, and supersedes all prior agreements or understandings among the parties hereto in respect of the subject matter hereof. 4.3 Further Assurances. Each party hereto shall execute and deliver all such further and additional instruments and agreements and shall take such further and additional actions, as may be reasonably requested by any other party in order to evidence or carry out the provisions of this Agreement or to consummate the transactions contemplated hereby. 4.4 Governing Law; Jurisdiction; Venue. This Agreement shall be enforced, governed, and construed in all respects (whether in contract or in tort) in accordance with the laws of the State of New York applicable to contracts made and performed in such State, without regard to its conflicts of law provisions. ANY ACTION, SUIT, OR PROCEEDING SEEKING TO ENFORCE ANY PROVISION OF, OR BASED ON ANY MATTER ARISING OUT OF OR RELATING TO, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY CAN BE BROUGHT EXCLUSIVELY IN FEDERAL COURT SITTING IN THE SOUTHERN DISTRICT OF NEW YORK OR, IF SUCH COURT DOES NOT HAVE JURISDICTION, ANY DISTRICT COURT SITTING IN THE BOROUGH OF MANHATTAN, THE COUNTY OF NEW YORK, NEW YORK, AND EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH ACTION, SUIT, OR PROCEEDING AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH ACTION, SUIT, OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH ACTION, SUIT, OR PROCEEDING THAT IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 4.5 Notices. Any notice, request, demand, or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand delivery, mail (first class, certified mail, postage prepaid), facsimile, or overnight courier if to any party hereto, at the address or facsimile number set forth below such party's name on the signature pages hereto or to such other address or facsimile number as such party shall have last designated by notice to the other parties hereto in accordance with this Section 4.5. Notices sent by hand delivery shall be deemed to have been given when received or delivery is refused; notices mailed in accordance with this Section 4.5 shall be deemed to have been given three days after the date so mailed; notices sent by facsimile shall be deemed to have been given when electronically confirmed; and notices sent by overnight courier shall be deemed to have been given on the next business day after the date so sent. 7 4.6 Public Statements. Each of the Sellers and the Purchaser shall use reasonable efforts to consult with each other before issuing any press release or making any public statement in respect of this Agreement or the transactions contemplated hereby and, except for any press release, public statement or filing with any regulatory authority the making of which is required by applicable law, will not issue any such press release or make any such public statement prior to such consultation. 4.7 No Recourse. Notwithstanding any other provision of this Agreement to the contrary, neither the Purchaser nor any person acting on its behalf may not assert any claim or cause of action against any controlling person, officer, director, partner, agent, employee, or other representative of the Sellers in connection with, arising out of, or relating to this Agreement or the transactions contemplated hereby. 4.8 Severability. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under the applicable law of any jurisdiction, (i) the remainder of this Agreement or the application of such provision to other persons or circumstances or in other jurisdictions shall not be affected thereby, and (ii) such invalid, illegal, or unenforceable provision shall not affect the validity or enforceability of any other provision of this Agreement. 4.9 Successors and Assigns. Except as otherwise expressly provided herein, (i) this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, and (ii) nothing express or implied in this Agreement, is intended or shall be construed to confer upon or give any person other than the parties hereto and their respective successors and permitted assigns any right, benefit, or remedy under or by reason of this Agreement. 4.10 Amendments. This Agreement may be amended, modified or supplemented only pursuant to a written instrument making specific reference to this Agreement and signed by each of the parties hereto. * * * * * [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 8 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written. PURCHASER: HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. By: Harbinger Capital Partners Offshore Manager, L.L.C., as its investment manager By: /s/ PHILIP A. FALCONE ------------------------------------------- Name: Philip A. Falcone Title: Vice President Address for Notices: -------------------- c/o Harbinger Capital Partners Offshore Manager, L.L.C. One Riverchase Parkway South Birmingham, AL 35244 Attn: Legal Department Facsimile No.: (205) 987-5505 [Signature page to Securities Purchase Agreement] SELLERS CENTRE CAPITAL INVESTORS II, L.P. CENTRE CAPITAL TAX-EXEMPT INVESTORS II, L.P. CENTRE CAPITAL OFFSHORE INVESTORS II, L.P. By: Centre Partners II, L.P., as General Partner By: Centre Partners Management LLC, Attorney in Fact By: /s/ BRUCE G. POLLACK -------------------------------------------- Name: Bruce G. Pollack Title: Managing Director STATE BOARD OF ADMINISTRATION OF FLORIDA By: Centre Parallel Management Partners, L.P. as Manager By: Centre Partners Management LLC, Attorney in Fact By: /s/ BRUCE G. POLLACK -------------------------------------------- Name: Bruce G. Pollack Title: Managing Director CENTRE PARALLEL MANAGEMENT PARTNERS, L.P. CENTRE PARTNERS COINVESTMENT, L.P. By: Centre Partners II, LLC, as General Partner By: /s/ BRUCE G. POLLACK -------------------------------------------- Name: Bruce G. Pollack Title: Managing Director Address for Notices: -------------------- 30 Rockefeller Plaza, 50th Floor New York, NY 10020 Attn: Bruce G. Pollack and Robert A. Bergmann Facsimile No.: (212) 332-5801 [Signature page to Securities Purchase Agreement] SCHEDULE I ---------- PREFERRED STOCK BEING SOLD BY SELLERS -------------------------------------
- ----------------------------------- -------------------------------- ----------------------------- NAME NO. OF SOLD SHARES PURCHASE PRICE - ----------------------------------- -------------------------------- ----------------------------- CENTRE CAPITAL INVESTORS II, LP 9,234 $4,617,000 - ----------------------------------- -------------------------------- ----------------------------- CENTRE CAPITAL TAX-EXEMPT 3,004 $1,502,000 INVESTORS II, L.P. - ----------------------------------- -------------------------------- ----------------------------- CENTRE CAPITAL OFFSHORE INVESTORS 2,009 $1,004,500 II, L.P. - ----------------------------------- -------------------------------- ----------------------------- CENTRE PARALLEL MANAGEMENT 142 $71,000 PARTNERS, L.P. - ----------------------------------- -------------------------------- ----------------------------- CENTRE PARTNERS COINVESTMENT, L.P. 1,588 $794,000 - ----------------------------------- -------------------------------- ----------------------------- STATE BOARD OF ADMINISTRATION OF 14,023 $7,011,500 FLORIDA - ----------------------------------- -------------------------------- ----------------------------- TOTAL 30,000 $15,000,000 - ----- - ----------------------------------- -------------------------------- -----------------------------
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