-----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, WeRbtn4zWh0SZ3/vSbhgJM6e+y1ZIvEEFK20SGY2O3mDjYPIex4r2bqzdJSiX9bS CeFbDhm5XohT8OJA4lewHw== 0000950142-08-001066.txt : 20080527 0000950142-08-001066.hdr.sgml : 20080526 20080527090746 ACCESSION NUMBER: 0000950142-08-001066 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080527 DATE AS OF CHANGE: 20080527 GROUP MEMBERS: HARBERT MANAGEMENT CORPORATION GROUP MEMBERS: HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. GROUP MEMBERS: HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C. GROUP MEMBERS: HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. GROUP MEMBERS: HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, L.L.C. GROUP MEMBERS: HMC - NEW YORK, INC. GROUP MEMBERS: HMC INVESTORS, L.L.C. GROUP MEMBERS: MICHAEL D. LUCE GROUP MEMBERS: PHILIP FALCONE GROUP MEMBERS: RAYMOND J. HARBERT 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: 1228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42085 FILM NUMBER: 08859510 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: HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. CENTRAL INDEX KEY: 0001233563 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O INTERNATIONAL FUND SERVICES LIMITED STREET 2: THIRD FL, BISHOP'S SQUARE REDMOND'S HILL CITY: DUBLIN 2 STATE: L2 ZIP: 00000 BUSINESS PHONE: 2125216972 MAIL ADDRESS: STREET 1: C/O INTERNATIONAL FUND SERVICES LIMITED STREET 2: THIRD FL, BISHOP'S SQUARE REDMOND'S HILL CITY: DUBLIN 2 STATE: L2 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: HARBERT DISTRESSED INVESTMENT MASTER FUND LTD DATE OF NAME CHANGE: 20030516 SC 13D/A 1 sc13da18_salton.txt AMENDMENT NO. 18 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 18) SALTON, INC. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 795757103 (CUSIP Number) WILLIAM R. LUCAS, JR. ONE RIVERCHASE PARKWAY SOUTH BIRMINGHAM, ALABAMA 35244 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MAY 20, 2008 (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 Rule 13d-1(e), 13d-1(f) or 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 for other parties to whom copies are to be sent. IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY BENEFICIALLY OWNED BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. AND/OR HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. (COLLECTIVELY, THE "FUNDS"). ALL OTHER ENTITIES AND PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO THEIR AFFILIATION WITH ONE OR BOTH OF THE FUNDS. (1) 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 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). =============================================================================== - --------------------------- --------------------------- CUSIP NO. 795757103 Page 2 - --------------------------- --------------------------- SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Harbinger Capital Partners Master Fund I, Ltd. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 521,102,512 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ WITH 10 SHARED DISPOSITIVE POWER 521,102,512 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 521,102,512 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP NO. 795757103 Page 3 - --------------------------- --------------------------- SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Harbinger Capital Partners Offshore Manager, L.L.C. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 521,102,512 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ WITH 10 SHARED DISPOSITIVE POWER 521,102,512 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 521,102,512 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP NO. 795757103 Page 4 - --------------------------- --------------------------- SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS HMC Investors, L.L.C. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 521,102,512 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ WITH 10 SHARED DISPOSITIVE POWER 521,102,512 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 521,102,512 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP NO. 795757103 Page 5 - --------------------------- --------------------------- SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Harbinger Capital Partners Special Situations Fund, L.P. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 152,794,441 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ WITH 10 SHARED DISPOSITIVE POWER 152,794,441 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 152,794,441 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP NO. 795757103 Page 6 - --------------------------- --------------------------- SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Harbinger Capital Partners Special Situations GP, L.L.C. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 152,794,441 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ WITH 10 SHARED DISPOSITIVE POWER 152,794,441 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 152,794,441 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP NO. 795757103 Page 7 - --------------------------- --------------------------- SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS HMC - New York, Inc. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 152,794,441 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ WITH 10 SHARED DISPOSITIVE POWER 152,794,441 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 152,794,441 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP NO. 795757103 Page 8 - --------------------------- --------------------------- SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Harbert Management Corporation S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Alabama - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 673,896,953 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ WITH 10 SHARED DISPOSITIVE POWER 673,896,953 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 673,896,953 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 92.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP NO. 795757103 Page 9 - --------------------------- --------------------------- SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Philip Falcone S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 673,896,953 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ WITH 10 SHARED DISPOSITIVE POWER 673,896,953 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 673,896,953 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 92.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP NO. 795757103 Page 10 - --------------------------- --------------------------- SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Raymond J. Harbert S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 673,896,953 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ WITH 10 SHARED DISPOSITIVE POWER 673,896,953 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 673,896,953 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 92.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP NO. 795757103 Page 11 - --------------------------- --------------------------- SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Michael D. Luce S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 673,896,953 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ WITH 10 SHARED DISPOSITIVE POWER 673,896,953 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 673,896,953 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 92.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP NO. 795757103 Page 12 - --------------------------- --------------------------- This Amendment No. 18 amends and supplements the Statement on Schedule 13D relating to the shares of Common Stock, par value $0.01 per share (the "Shares"), of Salton, Inc., a Delaware corporation (the "Issuer") filed on June 13, 2006, as amended October 20, 2006, October 26, 2006, November 6, 2006, November 16, 2006, December 18, 2006, January 3, 2007, January 24, 2007, February 9, 2007, March 30, 2007, May 3, 2007, May 9, 2007, June 12, 2007, June 29, 2007, July 24, 2007 and July 31, 2007, October 4, 2007 and December 28, 2007 (as amended, the "Schedule 13D") by Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund"), an investment fund, Harbinger Capital Partners Offshore Manager, L.L.C. ("Harbinger Management"), the investment manager of the Master Fund, HMC Investors, L.L.C., its managing member ("HMC Investors"), Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Fund"), an investment fund, Harbinger Capital Partners Special Situations GP, L.L.C., the general partner of the Special Fund ("HCPSS"), HMC - New York, Inc., the managing member of HCPSS ("HMCNY"), Harbert Management Corporation ("HMC"), the parent of HMCNY, Philip Falcone, a shareholder of HMC and the portfolio manager of the Master Fund and the Special Fund, Raymond J. Harbert, a shareholder of HMC, and Michael D. Luce, a shareholder of HMC (each of the Master Fund, Harbinger Management, HMC Investors, the Special Fund, HCPSS, HMCNY, HMC and Messrs. Falcone, Harbert and Luce, a "Reporting Person", and collectively, the "Reporting Persons"). The Capitalized terms used herein and not otherwise defined in this Amendment No. 18 shall have the meanings set forth in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION Item 4 of the Schedule 13D is hereby amended to add the following information: On May 20, 2008, the Issuer and its wholly owned subsidiary, Applica Pet Products LLC (together with the Issuer, the "Purchaser"), entered into a definitive Purchase Agreement (the "Purchase Agreement") with Spectrum Brands, Inc., a Wisconsin corporation ("Spectrum"), for the purchase of Spectrum's Global Pet Business (the "Transaction"). Subject to the conditions contained in the Purchase Agreement, the Purchaser will pay Spectrum $692.5 million in cash and will transfer to Spectrum (i) a principal amount of Spectrum's Variable Rate Toggle Senior Subordinated Notes due 2013 equal to $98 million less an amount equal to accrued and unpaid interest on such notes since the dates of the last interest payment for such notes (the "Transferred Variable Rate Notes") and (ii) a principal amount of Spectrum's 7 3/8 percent Senior Subordinated Notes due 2015 equal to $124.5 million less an amount equal to accrued and unpaid interest on such notes since the dates of the last interest payments for such notes (together with the Transferred Variable Rate Notes, the "Transferred Notes"). Under the terms of the Purchase Agreement, the purchase price is subject to customary adjustments, including for the financial performance of the Global Pet Business derived from the 2007 audited financial statements of the Global Pet Business, changes in working capital prior to closing and certain expenses incurred in connection with the Transaction. Funding for the Transaction (including the Transferred Notes that will be transferred to Spectrum) will be provided by an equity investment in the Purchaser by the Master Fund and the Special Fund, the controlling stockholders of the Issuer, pursuant to the terms and conditions of the Commitment Letters (as defined below). The Issuer has also received a financing commitment for credit facilities totaling $325 million, though the Transaction is not contingent on any financing requirement. The Purchase Agreement is incorporated by reference into this Item 4 and was previously filed as Exhibit 2.1 on Form 8-K filed by Salton and dated May 27, 2008 (SEC file no. 001-14857). In connection with Master Fund's and Special Fund's equity investment in the Issuer to fund the Transaction, on May 20, 2008, the Master Fund entered into a commitment letter with the Issuer (the "Master Fund Commitment Letter") and the Special Fund entered into a commitment letter with the Issuer (the "Special Fund Commitment Letter" and together with the Master Fund Commitment Letter, the "Commitment Letters"). Under the terms of the Commitment Letters, each of the Master Fund and the Special Fund have agreed, subject to the terms and conditions set forth in each of the Commitment Letters, respectively, to effectively purchase Shares at a price of $0.38 per share. However, because the Issuer presently does not have enough authorized Shares to issue a sufficient number of Shares to the Master Fund and the Special Fund given the size of their investment in the Issuer contemplated by the Commitment Letters, the investments by the Master Fund and the Special Fund have been structured as purchases of shares of a newly created series of convertible participating preferred stock (the "Series E Preferred Stock") that will automatically convert into Shares once the Issuer's Second Amended and Restated Certificate of Incorporation has been amended to increase the number of authorized Shares. The Master Fund and the Special Fund, together, currently own approximately 92 percent of the Issuer's outstanding Shares and therefore control the outcome of any vote to amend the Second Amended and Restated Certificate of Incorporation - --------------------------- --------------------------- CUSIP NO. 795757103 Page 13 - --------------------------- --------------------------- to increase the number of authorized Shares. On May 20, 2008 the Issuer, the Master Fund and the Special Fund have also entered into a Voting Agreement (the "Voting Agreement") pursuant to which the Master Fund and the Special Fund have committed to vote in favor of such an amendment. As more fully described in the Master Fund Commitment Letter, subject to certain adjustments more fully set forth in the Master Fund Commitment Letter and assuming the conversion of the shares of Series E Preferred Stock being purchased by the Master Fund into Shares, the Master Fund will be acquiring a number of Shares equal to the quotient of (A) an amount equal to (a) the sum of $481,666,666.67 (which is the amount of the cash being contributed by the Master Fund) PLUS the Fair Market Value (as defined in the Master Fund Commitment Letter) of the portion of the Transferred Notes being contributed to the Issuer by the Master Fund (the "Master Fund Contributed Notes") PLUS the Contributed Senior Interest and the Contributed PIK Interest (each as defined in the Master Fund Commitment Letter) in respect of the Master Fund Contributed Notes LESS (b) the product of (i) the Purchaser's assumed tax rate and (ii) the excess, if any, of (x) the amount realized for income tax purposes by the Purchaser in the Transaction with respect to the Master Fund Contributed Notes over (y) the Purchaser's tax basis in such Master Fund Contributed Notes immediately after their contribution by the Master Fund, divided by (B) 0.38. The Master Fund Commitment Letter is incorporated by reference into this Item 4 and was previously filed as Exhibit 99.1 on Form 8-K filed by Salton and dated May 27, 2008 (SEC file no. 001-14857). As more fully described in the Special Fund Commitment Letter, subject to certain adjustments more fully set forth in the Special Fund Commitment Letter and assuming the conversion of the shares of Series E Preferred Stock being purchased by the Special Fund into Shares, the Special Fund will be acquiring a number of Shares equal to the quotient of (A) an amount equal to (a) the sum of $240,833,333.33 million (which is the amount of the cash being contributed by the Special Fund) PLUS the Fair Market Value (as defined in the Special Fund Commitment Letter) of the portion of the Transferred Notes being contributed to the Issuer by the Special Fund (the "Special Fund Contributed Notes") PLUS the Contributed Senior Interest and the Contributed PIK Interest (each as defined in the Special Fund Commitment Letter) in respect of the Special Fund Contributed Notes LESS (b) the product of (i) the Purchaser's assumed tax rate and (ii) the excess, if any, of (x) the amount realized for income tax purposes by the Purchaser in the Transaction with respect to the Special Fund Contributed Notes over (y) the Purchaser's tax basis in such Special Fund Contributed Notes immediately after their contribution by the Special Fund,, divided by (B) 0.38. The Special Fund Commitment Letter is incorporated by reference into this Item 4 and was previously filed as Exhibit 99.2 on Form 8-K filed by Salton and dated May 27, 2008 (SEC file no. 001-14857). ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 of the Schedule 13D is hereby amended to add the following information: The information contained in the amendment to Item 4 above is hereby incorporated into this Item 6 by reference. On May 20, 2008, the Issuer, the Master Fund and the Special Fund entered into the Voting Agreement. Under the terms of the Voting Agreement the Master Fund and the Special Fund agreed to appear at each special or annual meeting of the stockholders of the Issuer (or otherwise cause their Shares, their shares of Series D Preferred Stock and their shares of Series E Preferred Stock (collectively, the "Covered Shares") to be counted as present thereat for purposes of calculating a quorum) and to vote (or cause to be voted), in person or by proxy, their respective Covered Shares in favor of the adoption of an amendment to the Second Amended and Restated Certificate of Incorporation of the Issuer authorizing the issuance of a sufficient number of additional Shares to allow all Series E Preferred Stock covered by the Commitment Letters to automatically convert into Shares in accordance with the Delaware General Corporation Law, other applicable laws and their terms. The Voting Agreement is attached hereto as Exhibit LL and is hereby incorporated into this Item 6 by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 of the Schedule 13D is hereby amended to add the following information: - --------------------------- --------------------------- CUSIP NO. 795757103 Page 14 - --------------------------- --------------------------- EXHIBIT DESCRIPTION A Agreement between the Reporting Persons to file jointly II Purchase Agreement, dated as of May 20, 2008, by and among Salton, Inc., Applica Pet Products LLC and Spectrum Brands, Inc. is incorporated by reference into the Schedule 13D as Exhibit 2.1 on Form 8-K filed by Salton and dated May 27, 2008 (SEC file no. 001-14857). JJ Commitment Letter, dated as of May 20, 2008, by and among Harbinger Capital Partners Master Fund I, Ltd. and Salton, Inc. and acknowledged by Applica Pet Products LLC is incorporated by reference into the Schedule 13D as Exhibit 99.1 on Form 8-K filed by Salton and dated May 27, 2008 (SEC file no. 001-14857). KK Commitment Letter, dated as of May 20, 2008, by and among Harbinger Capital Partners Special Situations Fund, L.P. and Salton, Inc. and acknowledged by Applica Pet Products LLC is incorporated by reference into the Schedule 13D as Exhibit 99.2 on Form 8-K filed by Salton and dated May 27, 2008 (SEC file no. 001-14857). LL Voting Agreement - --------------------------- --------------------------- CUSIP NO. 795757103 Page 15 - --------------------------- --------------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. By: Harbinger Capital Partners Offshore Manager, L.L.C. By: HMC Investors, L.L.C., Managing Member By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C. By: HMC Investors, L.L.C., Managing Member By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President HMC INVESTORS, L.L.C. By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. By: Harbinger Capital Partners Special Situations GP, LLC Managing Member By: HMC - New York, Inc., Managing Member By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President - --------------------------- --------------------------- CUSIP NO. 795757103 Page 16 - --------------------------- --------------------------- HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC By: HMC - New York, Inc., Managing Member By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President HMC - NEW YORK, INC. By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President HARBERT MANAGEMENT CORPORATION By: /s/ William R. Lucas, Jr. ------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President & General Counsel /s/ Philip Falcone ------------------------------------ Philip Falcone /s/ Raymond J. Harbert ------------------------------------ Raymond J. Harbert /s/ Michael D. Luce ------------------------------------ Michael D. Luce May 27, 2008 Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). - --------------------------- --------------------------- CUSIP NO. 795757103 Page 17 - --------------------------- --------------------------- EXHIBIT A AGREEMENT The undersigned agree that this Schedule 13D, Amendment No. 18 dated May 27, 2008 relating to the Shares of Salton, Inc. shall be filed on behalf of the undersigned. HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. By: Harbinger Capital Partners Offshore Manager, L.L.C. By: HMC Investors, L.L.C., Managing Member By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C. By: HMC Investors, L.L.C., Managing Member By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President HMC INVESTORS, L.L.C. By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President - --------------------------- --------------------------- CUSIP NO. 795757103 Page 18 - --------------------------- --------------------------- HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. By: Harbinger Capital Partners Special Situations GP, LLC Managing Member By: HMC - New York, Inc., Managing Member By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC By: HMC - New York, Inc., Managing Member By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President HMC - NEW YORK, INC. By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President HARBERT MANAGEMENT CORPORATION By: /s/ William R. Lucas, Jr. ------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President & General Counsel /s/ Philip Falcone ------------------------------------ Philip Falcone /s/ Raymond J. Harbert ------------------------------------ Raymond J. Harbert /s/ Michael D. Luce ------------------------------------ Michael D. Luce May 27, 2008 EX-99 2 exll-sc13da18_salton.htm EXHIBIT LL

EXHIBIT LL

 

VOTING AGREEMENT

This VOTING AGREEMENT dated as of May 20, 2008 (as the same may be amended from time to time, this “Agreement”) among Salton, Inc., a Delaware corporation (the “Corporation”), Harbinger Capital Partners Master Fund I, Ltd., a Cayman Islands corporation (“Harbinger Master Fund”) and Harbinger Capital Partners Special Situations Fund, L.P., a Delaware limited partnership (together with Harbinger Master Fund, the “Harbinger Entities”).

RECITALS

WHEREAS, pursuant to and subject to the terms and conditions of a Purchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”) dated May 20, 2008 by and among the Corporation, Applica Pet Products LLC (“Pet LLC”), a Delaware limited liability company, and Spectrum Brands, Inc., a Wisconsin corporation, the Corporation and Pet LLC will, directly or indirectly, purchase the Transferred Equity Interests of the Transferred Entities (the “Transaction”);

WHEREAS, in connection with the Transaction, the Harbinger Entities have committed pursuant to two Commitment Letters dated the date hereof among the Corporation, Pet LLC and the Harbinger Entities (the “Commitment Letters”) to purchase shares of the Corporation’s Series E Convertible Participating Preferred Stock, par value $0.01 per share (the “Series E Preferred Stock” and the shares of Series E Preferred Stock covered by the Commitment Letters, the “Covered Series E Shares”) with preferences and rights as set forth in the certificate of designation attached as Exhibit A to the Commitment Letters (the “Series E Certificate of Designation”);

 

WHEREAS, in order to induce the Corporation and Pet LLC to enter into the Purchase Agreement, the Harbinger Entities have agreed, severally and not jointly, to enter into this Agreement;

WHEREAS, the Harbinger Entities and the Corporation desire to make certain representations, warranties, covenants and agreements in connection with this Agreement; and

WHEREAS, capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.

NOW, THEREFORE, in consideration of the premises and of the representations, warranties, covenants and agreements contained herein, the parties hereto hereby agree as follows:

 

 

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ARTICLE I

VOTING; PROXIES

Section 1.1      Voting of Covered Shares. Each Harbinger Entity, severally and not jointly, hereby irrevocably and unconditionally agrees that during the term of this Agreement, at any special or annual meeting of stockholders of the Corporation, however called, including any adjournment or postponement thereof, such Harbinger Entity shall, and shall cause its controlled affiliates to, in each case to the fullest extent that such matters are submitted for the vote of such Harbinger Entity or its controlled affiliates and that its or its controlled affiliates’ Covered Shares are entitled to vote thereon:

(a)       appear at each such meeting or otherwise cause its Covered Shares to be counted as present thereat for purposes of calculating a quorum; and

(b)       vote (or cause to be voted), in person or by proxy, all of its Covered Shares in favor of the adoption of the Stockholder Approval Matter and any related proposal to effect the foregoing which is approved or recommended by the special committee of independent directors of the Corporation and submitted for the vote of stockholders thereof.

As used herein, “Covered Shares” means, (i) the shares of the Common Stock par value $0.01 per share (the “Common Stock”) of the Corporation, (ii) the shares of Series D Preferred Stock, par value $0.01 per share, of the Corporation, (iii) the shares of Series E Preferred Stock, and (iv) any shares into which any of the foregoing shares are exchanged or converted, in each case that such Harbinger Entity or its controlled affiliates Beneficially owns or acquires Beneficial Ownership of on or after the date hereof. As used herein, “Beneficial Ownership” has the meaning specified in Rule 13d-3 promulgated under the Exchange Act and “Beneficially Owned” and “Beneficially Owns” have a correlative meaning.                 

As used herein, “Stockholder Approval Matter” means an amendment to the Second Amended and Restated Certificate of Incorporation of the Corporation authorizing the issuance of a sufficient number of additional shares of Common Stock to allow all Covered Series E Shares to automatically convert into shares of Common Stock in accordance with the DGCL, other applicable laws and the Series E Certificate of Designation, and any related actions to effect the foregoing.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE HARBINGER ENTITIES

Each of the Harbinger Entities, severally and not jointly, represents and warrants to the Corporation that:

Section 2.1      Authority, Non-Contravention. Such Harbinger Entity has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed

 

 

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and delivered by such Harbinger Entity and constitutes a valid and binding obligation of such Harbinger Entity, enforceable against such Harbinger Entity in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and similar laws relating to creditors’ rights and to general principles of equity. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership or other organizational action on the part of such Harbinger Entity. The execution and delivery of this Agreement by such Harbinger Entity does not, and the consummation of the transactions contemplated by this Agreement and compliance by such Harbinger Entity with the provisions of this Agreement will not, conflict with or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of such Harbinger Entity’s properties or assets under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding on such Harbinger Entity. No consent, approval, order or authorization of, or registration, declaration or filing with or exemption by any Governmental Entity is required by or with respect to such Harbinger Entity in connection with such Harbinger Entity’s execution and delivery of this Agreement or the consummation by such Harbinger Entity of the transactions contemplated by this Agreement, except for applicable requirements, if any, under applicable securities laws and the rules and regulations thereunder. Such Harbinger Entity owns the number of shares of the Corporation set forth on Schedule 2.1 next to its name and has the right to vote such shares in any special or annual meeting of stockholders.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

OF THE CORPORATION

Section 3.1      Authority, Non-Contravention. The Corporation represents and warrants to the Harbinger Entities that: The Corporation has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Corporation. This Agreement has been duly executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against it in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and similar laws relating to creditors’ rights and to general principles of equity. The execution and delivery of this Agreement by the Corporation does not, and the consummation of the transactions contemplated by this Agreement and compliance by the Corporation with the provisions of this Agreement will not, conflict with or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the Company’s properties or assets under, any provision of applicable

 

 

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law or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding on the Corporation. No consent, approval, order or authorization of, or registration, declaration or filing with or exemption by any Governmental Entity is required by or with respect to the Corporation in connection with the Company’s execution and delivery of this Agreement or the consummation by the Corporation of the transactions contemplated by this Agreement, except for applicable requirements, if any, under applicable securities laws and the rules and regulations thereunder.

ARTICLE IV

COVENANTS OF THE HARBINGER ENTITIES

 

Section 4.1

Transfers.

Except as otherwise provided herein, from the date hereof until this Agreement is terminated in accordance with Section 5.2, each Harbinger Entity agrees, severally and not jointly, that it shall not (each, a “Transfer”):

(a)       sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, such Harbinger Entity’s Covered Shares or any interest contained therein;

(b)       grant any proxies or powers of attorney or enter into a voting agreement or other arrangement with respect to such Harbinger Entity’s Covered Shares, other than this Agreement;

(c)       enter into, or deposit such Harbinger Entity’s Covered Shares into, a voting trust or take any other action which would reasonably be expected to result in a diminution of the voting power represented by such Harbinger Entity’s Covered Shares; or

 

(d)

commit or agree to take any of the foregoing actions;

provided, that a Harbinger Entity may Transfer its Covered Shares if the transferee with respect to such Covered Shares agrees in writing in a form reasonably satisfactory to the Corporation to be bound by all of the terms of this Agreement.

ARTICLE V

MISCELLANEOUS

Section 5.1      Expenses. All costs and expenses incurred by any party in connection with this Agreement shall be paid by the party incurring such cost or expense; provided, however, that upon the consummation of the Transaction, the Corporation shall, promptly following the Closing Date, pay or reimburse the reasonable out-of-pocket fees and expenses and fees, expenses and disbursements of counsel incurred by the Harbinger Entities in connection with the transactions contemplated by this Agreement and the Purchase Agreement.

 

 

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Section 5.2      Termination. This Agreement shall automatically terminate upon the earlier of (i) the adoption of the Stockholder Approval Matter by the requisite vote of the Corporation’s stockholders and (ii) the valid termination of the Purchase Agreement in accordance with its terms. Notwithstanding the foregoing, the provisions of this ARTICLE V shall survive termination of this Agreement.

Section 5.3      Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service, or sent via telecopy (receipt confirmed) to the parties at the following addresses or telecopy numbers (or at such other address or telecopy numbers for a party as shall be specified by like notice):

if to the Corporation, to:

Salton, Inc.

3633 Flamingo Road

Miami, FL 33027

Attention: General Counsel

954-883-1000 telephone

954-883-1714 telecopy

if to the Harbinger Entities, to:

c/o Harbinger Capital Partners

555 Madison Avenue, 16th Floor

New York, New York 10022

Attention: Mr. David M. Maura

212-508-3703 telephone

212-508-3721 telecopy

Section 5.4      Amendments. This Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of each of the parties.

Section 5.5      Assignment. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties. Subject to the first sentence of this Section 5.5, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section 5.6      Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

 

 

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Section 5.7      Counterparts; Facsimile Signatures. This Agreement and each other document executed in connection with the transactions contemplated hereby, and the consummation thereof, may be executed in one or more counterparts, all of which shall be considered one and the same document and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Delivery by facsimile to counsel for the other party of a counterpart executed by a party shall be deemed to meet the requirements of the previous sentence.

Section 5.8      Interpretation. The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context shall require, any pronoun shall include the corresponding masculine, feminine and neuter forms. When a reference is made in this Agreement to Sections or subsections, such reference shall be to a Section or subsection of this Agreement. Unless otherwise indicated the words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.”

Section 5.9      Entire Agreement; No Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are not intended to confer upon any other person any rights or remedies hereunder.

Section 5.10    Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

 

Section 5.11

Jurisdiction; Enforceability.

The parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Court of Chancery in the State of Delaware, or if (but only if) that court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the

 

 

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other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery in the State of Delaware, or if (but only if) that court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts and to accept service of process in any manner permitted by such courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to lawfully serve process, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts.

Section 5.12    Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or relating to this Agreement, or any of the transactions contemplated by this Agreement. Each party certifies and acknowledges that (i) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each party understands and has considered the implications of this waiver, (iii) each party makes this waiver voluntarily and (iv) each party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications expressed above.

[Remainder of page intentionally left blank.]

 

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IN WITNESS WHEREOF, the Corporation and each of the Harbinger Entities have caused this Agreement to be signed by their respective officers thereunto duly authorized, as of the date first written above.

 

 

 

SALTON, INC.

 

 

By: 

/s/ Terry Polistina

 

 

 

Name:  Terry Polistina
Title:     President and Chief Executive Officer

 

 

 

HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.

 

By: Harbinger Capital Partners Offshore Manager, L.L.C.

By: HMC Investors, L.L.C., Managing Member
 

 

By: 

/s/ Philip Falcone

 

 

 

Name:  Philip Falcone
Title:    Senior Managing Director

 

 

 

HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.

 

By: Harbinger Capital Partners Special Situations GP, LLC

By: HMC - New York, Inc., Managing Member
 

 

By: 

/s/ Philip Falcone

 

 

 

Name:  Philip Falcone
Title:    Senior Managing Director

 

 

 

 

 

[Signature Page to Voting Agreement]

 

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