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Harbinger Capital Partners Master Fund I, Ltd., et al. – ‘SC 13E3/A’ on 12/9/08 re: Salton Inc

On:  Tuesday, 12/9/08, at 5:59pm ET   ·   As of:  12/10/08   ·   Accession #:  1193125-8-250601   ·   File #:  5-42085

Previous ‘SC 13E3’:  ‘SC 13E3/A’ on 11/14/08   ·   Latest ‘SC 13E3’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/10/08  Harbinger Cap Partners Maste… Ltd SC 13E3/A  12/09/08    3:117K Salton Inc                        RR Donnelley/FA
          Grill Acquisition Corporation
          Harbinger Capital Partners Offshore Manager, L.L.C.
          Harbinger Capital Partners Special Situations Fund, L.P.
          Harbinger Capital Partners Special Situations GP, L.L.C.

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3/A   Amendment No. 3 (Final Amendment) to Schedule       HTML     38K 
                          13E-3                                                  
 2: EX-99.(A)(1)  Form of Notice of Merger and Availability of      HTML     52K 
                          Appraisal Rights                                       
 3: EX-99.(A)(2)  Form of Letter of Transmittal                     HTML     28K 

Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 3 (FINAL AMENDMENT)

TO

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF

THE SECURITIES EXCHANGE ACT OF 1934

SALTON, INC.

GRILL ACQUISITION CORPORATION

HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C.

HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.

HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.

HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, L.L.C.

Common Stock, Par Value $0.01 Per Share

795757103

David Maura

Grill Acquisition Corporation

Harbinger Capital Partners Master Fund I, Ltd.

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

Harbinger Capital Partners Special Situations Fund, L.P.

Harbinger Capital Partners Special Situations GP, L.L.C.

c/o Harbinger Management Corporation

2100 Third Avenue North, Suite 600

Birmingham, Alabama 35203

(205) 987-5500

with copy to:

Jeffrey D. Marell, Esq.

Raphael M. Russo, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison, LLP

1285 Avenue of the Americas

New York, NY 10019-6064

(212) 373-3000

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR THE FAIRNESS OF THE TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨

Check the following box if this is a final amendment reporting the results of the transaction: x

CALCULATION OF FILING FEE

* Calculated, for the purposes of determining the filing fee only, under the Securities Exchange Act of 1934. Assumes the purchase of 40,873,410 shares of Common Stock, par value $0.01 per share, of Salton, Inc. at $0.75 per share.

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TABLE OF CONTENTS

-i-

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INTRODUCTION

This Amendment No. 3 is being filed as the final amendment to the Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) by Grill Acquisition Corporation, a Delaware corporation (“Acquisition Co.”), Harbinger Capital Partners Master Fund I, Ltd., a company organized under the laws of the Cayman Islands (the “Master Fund”), Harbinger Capital Partners Offshore Manager, L.L.C., a Delaware limited liability company and the investment manager of the Master Fund, Harbinger Capital Partners Special Situations Fund, L.P., a Delaware partnership (the “Special Fund”, together with the Master Fund, the “Harbinger Funds”) and Harbinger Capital Partners Special Situations GP, L.L.C., a Delaware limited liability company and the general partner of the Special Fund (all of the foregoing collectively, the “Filing Persons” and each a “Filing Person”), pursuant to Section 13(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13e-3 thereunder. This Schedule 13E-3 is being filed in connection with a short-form merger (the “Merger”) of Acquisition Co. with and into Salton, Inc., a Delaware corporation (“Salton”), pursuant to Section 253 of the Delaware General Corporation Law (the “DGCL”). All information set forth in this final amendment should be read in conjunction with the information contained or incorporated by reference in the Schedule 13E-3, as amended to date.

The Merger of Acquisition Co. with and into Salton pursuant to Section 253 of the DGCL became effective December 9, 2008 (the “Effective Date”). Salton is the corporation surviving the Merger and as a result of the Merger is now owned by the former stockholders of Acquisition Co.

Upon the consummation of the Merger, each outstanding share of Salton common stock (other than shares held by Acquisition Co. and stockholders of Salton who properly exercise statutory appraisal rights under the DGCL) were cancelled and automatically converted into the right to receive $0.75 per share in cash (the “Merger Price”), without interest, upon surrender of the certificate for such share to ComputerShare Trust Company, N.A. (the “Paying Agent”). Notices of Merger and Availability of Appraisal Rights, Letters of Transmittal, and any other documents necessary for the exchange of stock certificates representing shares will be mailed to the former holders of such shares by the Paying Agent as promptly as practicable, but in no event later than ten calendar days following the date the Merger became effective, and should be read carefully.

In connection with the Merger, any options (each, a “Company Stock Option”) not exercised prior to the Effective Date, except options granted in 2008 under the Salton 2007 Omnibus Equity Award Plan to acquire 2,250,000 shares of common stock subject to performance based vesting, were cancelled and exchanged into the right to receive, within 10 days after the Effective Date, a cash payment with respect to the Company Stock Options, equal to the fair value of such Company Stock Options as determined using a Black-Scholes valuation model (as determined by Salton based on the final closing price of Salton common stock) less any applicable withholding taxes.

As a result of the Merger, the Harbinger Funds own 100% of the outstanding shares of Salton common stock. Salton will file a Form 15 with the Securities and Exchange Commission certifying that its common stock is held of record by less than 300 persons in order that Salton can cease to be a public reporting company under the Exchange Act.

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SIGNATURES

After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: December 9, 2008

2

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SIGNATURE PAGE TO SCHEDULE 13E-3

3

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13E3/A’ Filing		Date		Other Filings
Filed as of:		12/10/08		15-12G
Filed on:		12/9/08		15-12G,  4,  SC 13D/A
		11/14/08		10-Q,  13F-HR,  3/A,  4,  SC 13D/A,  SC 13E3/A
		10/31/08		3,  8-K,  SC 13E3/A
		9/30/08		10-Q,  13F-HR,  4,  SC 13E3
				List all Filings

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Filing Submission 0001193125-08-250601   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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