SEC Info - Salton Inc - ‘10-K/A’ for 6/27/98

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Salton Inc – ‘10-K/A’ for 6/27/98

As of: Wednesday, 10/21/98 · For: 6/27/98 · Accession #: 950124-98-5764 · File #: 0-19557

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

10/21/98  Salton Inc                        10-K/A      6/27/98    1:28K                                    Bowne - Bde

Amendment to Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment to Annual Report                            10     59K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Certain Relationships and Related Transactions Directors and Executive Officers of the Registrant; Compliance With Section 16(A) of the Exchange Act Employment Agreements Executive Compensation Security Ownership of Certain Beneficial Owners and Management
1	1st Page - Filing Submission
2	Item 10. Directors and Executive Officers of the Registrant; Compliance With Section 16(A) of the Exchange Act
4	Item 11. Executive Compensation
5	Employment Agreements
6	Item 12. Security Ownership of Certain Beneficial Owners and Management
8	Item 13. Certain Relationships and Related Transactions

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 FORM 10-K/A
 AMENDMENT NO. 1

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES           
---  EXCHANGE ACT OF 1934                                                     
For The Fiscal Year Ended June 27, 1998 OR                          

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES       
---  EXCHANGE ACT OF 1934                                                     
For The Transition Period From _____ to _____                       

Commission File number 0-19557                                      

SALTON/MAXIM HOUSEWARES INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

DELAWARE                                        36-3777824    
-------------------------------                        -------------------------
(State or other jurisdiction of                        (I.R.S. Employer         
Incorporation or organization)                         Identification Number)   

MOUNT PROSPECT, ILLINOIS                                   60056      
---------------------------------------                      ----------         
(Address of principal executive offices                      (Zip Code)         

(847) 803-4600
----------------------------------------------------
(Registrant's telephone number, including area code)

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       The undersigned registrant hereby amends its Form 10-K for the fiscal
year ended June 27, 1998, as follows:                                           

PART III, Items 10-13 are hereby amended as follows:          

PART III

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT;           
     COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         The Board of Directors is divided into three classes, having three-year
terms that expire in successive years. The Board is comprised of three Class I  
Directors (David C. Sabin, William B. Rue and Robert A. Bergmann), two Class II 
Directors (Bert Doornmalen and Bruce G. Pollack) and two Class III Directors    
(Leonhard Dreimann and Frank Devine).                                           

                                                                [Download Table]

NAME                  Age  Position with the Company    Director Since
----                  ---  -------------------------    --------------
                                                                      
CLASS III DIRECTORS:                                                  

Leonhard Dreimann     50   Chief Executive Officer and       1988     
                           Director                                   

Frank Devine          54   Director                          1994     

CLASS I DIRECTORS:                                                    

David C. Sabin        49   Chairman of the Board of          1988     
                           Directors                                  

William B. Rue        51   President, Chief Operating        1998     
                           Officer and Director                       

Robert A. Bergmann    32   Director                          1998     

CLASS II DIRECTORS:                                                   

Bert Doornmalen       54   Director                          1994     

Bruce G. Pollack      39   Director                          1998     

CLASS III DIRECTORS                                                             

        LEONHARD DREIMANN has served as Chief Executive Officer and a director
of the Company since its inception in August 1988 and is a founder of the       
Company. From 1988 to July 1998, Mr. Driemann served as President of the        
Company. From 1987 to 1988, Mr. Dreimann served as president of the Company's   
predecessor Salton, Inc., a wholly-owned subsidiary of SEVKO, Inc. Prior to     
1987, Mr. Dreimann served as managing director of Salton Australia Pty. Ltd., a 
distributor of Salton brand kitchen appliances. From 1988 to December 1993, Mr. 
Dreimann served as an officer and a director of Glacier Holdings, Inc., a       
publicly-held company, and as a director of its wholly-owned subsidiary Glacier 
Water Systems, Inc. from 1987 to December 1993. Glacier Water developed,        
manufactured and marketed an in-home water filtration system. From 1989 to      
December                                                                        

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1993, Mr. Dreimann served as an officer and a director of Salton Time. During   
1994, Glacier Holdings and its subsidiaries ceased operations and were          
liquidated.                                                                     

      FRANK DEVINE has been a director of the Company since December 1994.
Mr. Devine serves as a business consultant for various entities. He has founded 
or co-founded Bachmann-Devine, Incorporated, a venture capital firm, American   
Home, Inc., an importer of hand-loomed rugs and decorative accessories, World   
Wide Digital Vaulting, Inc., an on-line digital data storage company and        
Shapiro, Devine & Craparo, Inc., a household goods manufacturers representation 
company serving the retail industry. Mr. Devine also serves on the board of     
directors of these companies.                                                   

CLASS I DIRECTORS                                                               

      DAVID C. SABIN has served as Chairman of the Company since September
1991 and has served as Secretary and a director of the Company since its        
inception in August 1988 and is a founder of the Company. Mr. Sabin served as   
the president and a director of Glacier Holdings from December 1988 through May 
1994 and as a director of Salton Time Inc., a wholly-owned subsidiary of Glacier
Holdings, since 1989. Salton Time was an importer and distributor of quartz wall
and alarm clocks. From 1991 through May 1994, Mr. Sabin was an officer and a    
director of Stylemaster, Inc., a wholly-owned subsidiary of Glacier Holdings,   
which was engaged in the manufacture and distribution of plastic housewares     
articles. Stylemaster, Inc. filed for protection under Chapter 11 of the United 
States Bankruptcy Code in March 1994. During 1994, Glacier Holdings and its     
subsidiaries ceased operations and were liquidated.                             

      WILLIAM B. RUE has been a director of the Company since August 1998.
Mr. Rue has served as President of the Company since August 1998, as Chief      
Operating Officer of the Company since December, 1994 and as Chief Financial    
Officer and Treasurer of the Company since September, 1988. From 1985 to 1988,  
he was Treasurer of SEVKO, Inc. and from 1982 to 1984 he was Vice               
President-Finance of Detroit Tool Industries Corporation. Prior to that time,   
Mr. Rue had been employed since 1974 by the accounting firm of Touche Ross & Co.

    ROBERT A. BERGMANN has been a director of the Company since August
1998. Mr. Bergmann has been a Principal of Centre Partners Management LLC since 
1995. From 1989 to 1991 and from 1993 to 1995, Mr. Bergmann was an Associate of 
Centre Partners L.P. Mr. Bergmann serves as a director of Music Holdings Corp., 
Rembrandt Photo Services and a number of other private corporations.            

CLASS II DIRECTORS                                                              

         BERT DOORNMALEN has been a Director of the Company since July 1994. Mr.
Doornmalen has been the Managing Director of Markpeak Ltd., a Hong Kong company 
which represents the Company in the purchase and inspection of products in the  
Far East, since 1981.                                                           

        BRUCE G. POLLACK has been a Director of the Company since August 1998.
Mr. Pollack has been a Managing Director of Centre Partners Management LLC since
1995. Mr. Pollack is also a Partner of Centre Partners L.P. which he joined in  
1991. Mr. Pollack serves as a director of Music Holdings Corp., KIK Corp.       
Holdings Inc., Rembrandt Photo Services, Johnny Rockets Group, Inc. and a number
of other private corporations.                                                  

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SECTION 16 REPORTING                                                            

   Section 16(a) of the Securities Exchange Act of 1934 requires our
officers and directors, and persons who own more than 10% of the outstanding    
Common Stock, to file reports of ownership and changes in ownership of such     
securities with the Securities and Exchange Commission. Officers, directors and 
greater-than-10% beneficial owners are required to furnish the Company with     
copies of all Section 16(a) forms they file. Based solely upon our review of the
copies of the forms furnished to the Company and other information, we believe  
that all of these reporting persons complied with their filing requirement for  
fiscal 1998.                                                                    

ITEM 11.                     EXECUTIVE COMPENSATION                             

EXECUTIVE OFFICERS' COMPENSATION                                                

  The following table shows the total compensation received by the
Company's Chief Executive Officer and its other executive officers for each of  
the fiscal years ending June 27, 1998, June 28, 1997 and June 29, 1996.         

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                                                                 LONG TERM COMPENSATION                    
                                                                          ----------------------------------               
                                           ANNUAL COMPENSATION                      AWARDS          PAYOUTS                
                            --------------------------------------------  ------------------------  -------                
                                                               OTHER      RESTRICTED                                       
                                                               ANNUAL       STOCK       OPTIONS/     LTPP      ALL OTHER   
        NAME AND                     SALARY       BONUS     COMPENSATION   AWARD(S)       SARS      PAYOUTS   COMPENSATION 
   PRINCIPAL POSITION       YEAR        $           $          ($)(1)        ($)          (#)         ($)         ($)      
   ------------------       ----     -------     -------    ------------  ----------    ---------   -------   -------------
                                                                                                                           
Leonhard Dreimann.......    1998     350,000     191,552      55,364         --         47,147(3)    --          --        
  (Chief Executive          1997     282,000     150,000      54,000         --               --     --          --        
   Officer)                 1996     200,000      15,000      55,000         --         70,000(2)    --          --        

David C. Sabin..........    1998     350,000     191,552      11,087         --         47,147(3)    --          --        
  (Chairman and             1997     251,000     150,000      17,000         --               --     --          --        
  Secretary)                1996     150,000      15,000      20,000         --         70,000(2)    --          --        

William B. Rue..........    1998     240,000     142,296      11,453         --         47,146(3)    --          --        
  (President, Chief         1997     192,000      50,000      17,000         --               --     --          --        
  Operating Officer and     1996     150,000      15,000      25,000         --         70,000(2)    --          --        
  Chief Financial Officer)                                                                                                 

[CAPTION]                                                                       
----------------                                                                

(1) Consists primarily of reimbursement for costs associated with use and       
maintenance of an automobile.                                           

(2) Options were awarded on October 26, 1995 under the Company's 1995 Employee  
    Stock Option Plan at an exercise price equal to the fair market value of the
Common Stock on the date of grant ($2.50).                              

(3) Options were awarded on May 6, 1998 under the Company's 1995 Employee Stock 
Option Plan at an exercise price equal to the fair market value of the  
Common Stock on the date of grant ($12.25).                             

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       The following table sets forth certain information concerning options
granted to the named executive officers during the fiscal year ended June 27,   
1998. No options were awarded to the named executive officers during the fiscal 
year ended June 28, 1997.                                                       

OPTIONS GRANTS IN LAST FISCAL YEAR

                                                        [Enlarge/Download Table]

                              INDIVIDUAL GRANTS                                                                 
                              -----------------                                                                 

                                                                                 POTENTIAL REALIZABLE VALUE AT  
                            NUMBER OF       PERCENT OF                             ASSUMED ANNUAL RATES OF      
                           SECURITIES      TOTAL OPTIONS  EXERCISE               STOCK PRICE APPRECIATION FOR   
                           UNDERLYING       GRANTED TO    OR BASE                        OPTION TERM            
                             OPTIONS       EMPLOYEES IN    PRICE     EXPIRATION         ------------            
          NAME             GRANTED(1)       FISCAL YEAR   ($/SHARE)    DATE            5%                 10%   
          ----             ----------      -------------  ---------   ------           --                 ---   
                                                                                                                
Leonhard Dreimann.........   47,147            24.3%        12.25     5/06/08         $363,220          $920,465
David C. Sabin ...........   47,146            24.3%        12.25     5/06/08          363,220           920,465
William B. Rue ...........   47,146            24.3%        12.25     5/06/08          363,213           920,445

------------                                                                    

(1)      Options vest 33% on each anniversary of December 19, 1997.             

        The following table sets forth certain information with respect to the
unexercised options to purchase the Common Stock held by the named executive    
officers at June 27, 1998. None of the named executive officers exercised any   
stock options during the fiscal year ended June 27, 1998.                       

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION/SAR VALUES

                                                        [Enlarge/Download Table]

                                                                                          VALUE OF UNEXERCISED      
                                                         NUMBER OF UNEXERCISED        IN-THE-MONEY OPTIONS/SARS AT  
                                                       OPTIONS/SARS AT FY-END (#)            FY-END ($)(1)          
                                                     ------------------------------  -------------------------------
                        NAME                         EXERCISABLE      UNEXERCISABLE  EXERCISABLE       UNEXERCISABLE
                        ----                         -----------      -------------  -----------       -------------
                                                                                                                    
Leonhard Dreimann...................................     140,000          47,147       $  857,500          $53,040  
David C. Sabin......................................      70,000          47,147          761,250           53,040  
William B. Rue......................................     120,000          47,146        1,163,750           53,039  

-----------                                                                     

(1) Based on the fair market value of the Common Stock on June 26, 1998 ($13.375
per share) less the option exercise price.                              

EMPLOYMENT AGREEMENTS                                                           

  David C. Sabin (Chairman of the Board), Leonhard Driemann (Chief
Executive Officer), and William B. Rue (President, Chief Operating Officer and  
Chief Financial Officer), have each entered into employment agreements (the     
"Employment Agreements"), effective as of December 19, 1997, which provide for  
their continued employment in their present capacities with the Company through 
December 31, 2001.                                                              

         Messrs. Sabin and Driemann are entitled to an annual salary at the rate
of $425,000 through June 30, 1998 and $500,000 thereafter. Mr. Rue is entitled  
to an annual salary at the rate of $285,000 through June 30, 1998 and $350,000  
thereafter. In addition, commencing with calendar year 1998, each of the        
executives is entitled to an annual bonus each calendar year ranging from 25% of
his base salary (if the Company achieves threshold performance goals) to 100% of
his salary (if the Company achieves target performance goals) to 125% of his    
salary (if the Company achieves maximum performance goals).                     

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   Under the terms of the Employment Agreements, if the executive is
terminated without cause or resigns with good reason, he is entitled to receive 
a lump-sum payment equal to his salary for the remainder of the term, plus the  
bonuses he would have received if the Company achieved target performance goals 
for the remainder of the term and other benefits which he would have been       
entitled to for the remainder of the term. The termination of employment by the 
executive during the 30-day period immediately following the one-year           
anniversary of a change of control constitutes good reason under the executive's
Employment Agreement. In addition, if the executive voluntarily terminates his  
employment within two years after a change of control of the Company, he is     
entitled to receive a lump sum payment equal to his salary and other benefits   
for the remainder of the term. The termination without cause of the executive or
resignation for good reason by the executive constitutes good reason for the    
other the executives to resign under the Employment Agreements.                 

        Each Employment Agreement provides for the granting of 126,358 options
to purchase shares of Common Stock to the executive (63,179 options with an     
exercise price equal to the closing price of the Common Stock on the Nasdaq     
National Market on December 18, 1998 and 63,179 options with an exercise price  
equal to the closing price of the Common Stock on the Nasdaq National Market on 
December 17, 1999). Upon a change of control prior to the granting of such      
options, each executive may elect to receive in lieu of the exercise of such    
options a lump sum payment equal to (1) the difference between (x) the average  
of the closing price of the Common Stock on the Nasdaq National Market for the  
five trading days immediately preceding the change of control and (y) $15.25,   
multiplied by (2) the number of shares of the Common Stock subject to such      
options.                                                                        

ITEM 12.            SECURITY OWNERSHIP OF CERTAIN BENEFICIAL                    
 OWNERS AND MANAGEMENT

BENEFICIAL OWNERSHIP OF COMMON STOCK                                            

  The following table sets forth certain information regarding the
beneficial ownership of the Common Stock as of October 15, 1998 by (i) each     
person known to the Company to beneficially own 5% or more of the Common Stock, 
(ii) each of the directors and executive officers of the Company and (iii) all  
executive officers and directors of the Company as a group. The number of shares
of Common Stock shown as owned by the persons and group named below assumes the 
exercise of all currently exercisable options and the conversion of all shares  
of Series A Preferred Stock held by such persons and group, and the percentage  
shown assumes the exercise of such options and the conversion of such shares and
assumes that no options held by others are exercised.                           

                                                        [Enlarge/Download Table]

                                                                             NUMBER OF     PERCENTAGE 
                                                                               SHARES       OF SHARES 
                                                                            BENEFICIALLY  BENEFICIALLY
NAME OF BENEFICIAL HOLDER                                                     OWNED(1)        OWNED   
-------------------------                                                   ------------  ------------
                                                                                                      
Centre Partners Group(2)...................................................    2,566,641       28.8%  
Mr. Leonhard Dreimann(3)...................................................      830,233        9.0   
Mr. William B. Rue(3)......................................................      623,902        6.9   
Mr. David C. Sabin(4)......................................................      338,676        3.8   
Mr. Frank Devine(5)........................................................       31,000         *    
Mr. Bert Doornmalen(5).....................................................       16,000         *    
Mr. Robert A. Bergmann.....................................................            0         *    
Mr. Bruce G. Pollack(2)....................................................            0         *    
All Directors and executive officers as a group (7 persons)(6).............    1,215,909       13.1%  

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----------                                                                      

*  Less than 1%.                                                              

(1)  Unless otherwise indicated below, the persons named in the table above have
   sole voting and investment power with respect to the number of shares set
forth opposite their names. Beneficially owned shares include shares  
subject to options exercisable within 60 days of October 15, 1998.    

(2)  Consists of an aggregate of 213,700 shares of Common Stock and 40,000      
   shares of Series A Preferred Stock: (i) 65,777 shares of Common Stock and
     12,312 shares of Series A Preferred Stock owned of record by Centre Capital
     Investors II, L.P. ("Investors II"), (ii) 21,401 shares of Common Stock and
    4,006 shares of Series A Preferred Stock owned of record by Centre Capital
 Tax-Exempt Investors II, L.P. ("Tax-Exempt II"), (iii) 14,312 shares of
   Common Stock and 2,679 shares of Series A Preferred Stock owned of record
   by Centre Capital Offshore Investors II, L.P. ("Offshore II"), (iv) 1,010
    shares of Common Stock and 189 of Series A Preferred Stock shares owned of
record by Centre Parallel Management Partners, L.P. ("Parallel"), (v) 
    11,311 shares of Common Stock and 2,117 shares of Series A Preferred Stock
    owned of record by Centre Partners Coinvestment, L.P. ("Coinvestment") and
    (vi) 99,889 shares of Common Stock and 18,697 shares of Series A Preferred
    Stock owned of record of the State Board of Administration of Florida (the
 "Florida Board"). As of October 15, 1998, the 40,000 shares of Series A
     Preferred Stock were convertible into 2,352,941 shares of the Common Stock.
  Investors II, Tax-Exempt II and Offshore II are limited partnerships, of
  which the general partner of each is Centre Partners II, L.P. ("Partners
    II"), and of which Centre Partners Management LLC ("Centre Management") is
an attorney-in-fact. Parallel and Coinvestment are also limited       
 partnerships. In its capacity as manager of certain investments for the
   Florida Board pursuant to a management agreement, Centre Management is an
attorney-in-fact of Parallel. Centre Partners II LLC is the ultimate  
general partner of each of Investors II, Tax-Exempt II, Offshore II,  
    Parallel and Coinvestment. Bruce G. Pollack is Managing Director of Centre
Management and Centre Partners II LLC and as such may be deemed to    
     beneficially own and share the power to vote or dispose of the Common Stock
    and Series A Preferred Stock held by Investors II, Tax-Exempt II, Offshore
     II, Parallel, Coinvestment and the Florida Board. Mr. Pollack disclaims the
     beneficial ownership of such Common Stock and Series A Preferred Stock. The
 foregoing is based upon information contained in a Schedule 13D/A dated
September 16, 1998 filed with the Securities and Exchange Commission. 

(3)  Includes, with respect to Mr. Dreimann and Mr. Rue: (i) 463,580 shares     
    owned by Dominator Investors Group, a Hong Kong corporation ("Dominator"),
     which is owned 71.9% by Mr. Dreimann and 18.1% by Mr. Rue; and (ii) 140,000
shares and 120,000 shares, respectively, of Common Stock which may be 
acquired upon the exercise of immediately exercisable options.        

(4)  Includes 70,000 shares of common stock which may be acquired upon the      
exercise of immediately exercisable stock options. Also includes (i)  
179,676 shares owned by Duquesne Financial Corporation ("Duquesne"), a
    corporation which is owned by Susan Sabin, and (ii) 89,000 shares owned by
Susan Sabin. Susan Sabin is David Sabin's wife. Mr. Sabin disclaims   
beneficial ownership of all shares owned by Duquesne and Susan Sabin. 

(5)  Includes, with respect to each of Messrs. Doornmalen and Devine, 16,000    
shares of Common Stock which may be acquired upon the exercise of     
immediately exercisable options.                                      

(6)  Includes an aggregate of 362,000 shares which may be acquired by Directors 
  and officers of the Company upon the exercise of immediately exercisable
options. See footnotes 3 through 5 above.                             

The addresses of the persons shown in the table above who are 
beneficial owners of more than five percent of the Company's Common Stock are as
follows: Centre Partners Management LLC, 30 Rockefeller Plaza, Suite 5050, New  
York, New York 10020; and Messrs. Dreimann, Rue and Sabin, 550 Business Center  
Drive, Mount Prospect, Illinois 60056.                                          

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ITEM 13.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                 

        On July 11, 1996, Windmere-Durable Holdings, Inc. ("Windmere-Durable")
purchased from the Company 6,508,572 newly issued shares of Common Stock (the   
"Purchase"), which represented 50% of the outstanding shares of the Common Stock
on February 27, 1996 after giving effect to the Purchase. As consideration for  
the Purchase, Windmere-Durable paid the Company: (1) $3,254,286 in cash, as     
described below; (2) a subordinated promissory note in the aggregate principal  
amount of $10,847,620 (the "Windmere Note"); and (3) 748,112 shares of          
Windmere-Durable's common stock. The cash portion of the consideration for the  
Purchase was paid by the cancellation of the Company's obligation to repay a    
loan in the principal amount of $3,254,286 which Windmere-Durable had made to   
the Company in April 1996. Windmere-Durable was also granted an option to       
purchase up to 485,000 shares of the Common Stock at an exercise price of $4.83 
per share, which option is exercisable only if and to the extent that options to
purchase shares of Common Stock which were outstanding on February 27, 1996 are 
exercised.                                                                      

   In connection with the Purchase, the Company and Windmere-Durable
entered into a Marketing Cooperation Agreement. The Company and Windmere-Durable
agreed in the Marketing Cooperation Agreement that until Windmere-Durable's     
interest in the Company is less than 30% for at least ten consecutive days, they
will participate in a variety of mutually satisfactory marketing cooperation    
efforts designed to expand the market penetration of each party.                

     In connection with the Marketing Corporation Agreement, the Company
entered into a letter agreement dated April 30, 1997 with Windmere-Durable. The 
letter agreement provides that the Company pay to Windmere-Durable a fee based  
upon the Company's net sales less specified costs and expenses relating to the  
Company's supply agreement with Kmart in consideration of Windmere's guarantee  
of the Company's obligations under the supply agreement. The Company had amounts
due to Windmere-Durable, including its subsidiary Durable Electrical Metal      
Factory, Ltd., of approximately $4.8 million at June 27, 1998. The Company      
purchased inventory from Durable of $27.1 million in fiscal 1998 and $23.5      
million in fiscal 1997.                                                         

        On July 28, 1998, the Company repurchased (the "Stock Repurchase") the
6,535,072 shares of the Common Stock owned by Windmere-Durable. The price for   
the Stock Repurchase was $12 per share in cash plus a $15.0 million subordinated
promissory note (the "Junior Subordinated Note"). The Junior Subordinated Note, 
which has a term of six and one-half years and bears interest at 4.0% per annum 
payable annually, is subject to offsets of 5% of the total purchase price paid  
by the Company for product purchases from Windmere-Durable and its affiliates   
during the term of the note. The principal amount of the Junior Subordinated    
Note is also subject to reduction in the event the Company's supply agreement   
with Kmart is terminated for any reason.                                        

   In connection with the Stock Repurchase: (1) Windmere effectively
repaid in full the Windmere Note in the principal amount of approximately $10.8 
million, which note was issued to the Company in July, 1996; (2) the Company    
repurchased for approximately $3.3 million Windmere's option to purchase up to  
458,500 shares of the Company, which option was granted to Windmere-Durable in  
July, 1996; and (3) Windmere-Durable and the Company agreed to continue various 
commercial and other arrangements, including the fee agreement relating to the  
Company's supply agreement with Kmart, subject to certain modifications.        

     On July 28, 1998, the Company also issued $40.0 million of Series A
Preferred Stock to affiliates of Centre Partners Management LLC ("Centre        
Partners") in connection with a Stock Purchase Agreement dated July 15, 1998    
(the "Preferred Stock Agreement"). The Series A Preferred Stock is generally    
non-dividend bearing and is currently convertible into 2,352,941 shares of      
Common Stock (reflecting a $17 per share                                        

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conversion price). Centre Partners is a private investment firm that manages the
commitments and assets of Centre Capital Investors II, L.P. and related         
entities.                                                                       

      In connection with the issuance of the Series A Preferred Stock, the
Company paid Centre Partners a $500,000 transaction fee. The Preferred Stock    
Agreement provides that Centre Partners generally has the right to designate two
directors as long as it and its affiliates own at least 12.5% of the total      
voting power of the Company and one director as long as it and its affiliates   
own at least 7.5% of the total voting power of the Company. Centre Partners has 
designated Robert A. Bergmann and Bruce G. Pollack to serve as directors of the 
Company. The affiliates of Centre Partners and the Company also entered into a  
Registration Rights Agreement which grants such affiliates certain demand and   
piggyback registration rights with respect to their shares of Series A Preferred
Stock and shares of the Common Stock which are issuable upon conversion thereof.

 Mr. Bert Doornmalen, a director of the Company, is the Managing
Director of Markpeak, Ltd., a Hong Kong company. The Company recorded inventory 
purchases with Markpeak, Ltd. of $15.7 million in fiscal 1998 and $7.8 million  
in fiscal 1997. The Company paid commissions to Markpeak of $273,000 in fiscal  
1998 and $432,000 in fiscal 1997.                                               

        Mr. Frank M. Devine, a director of the Company, is a co-founder of the
firm Shapiro, Devine and Craparo, Inc. ("SDC"), a manufacturers representation  
firm. The firm represents many major manufacturers of household products        
(including the Company) to the retail industry. The Company recorded commissions
with SDC of approximately $290,000 in fiscal 1998 and $241,000 in fiscal 1997.  
As of June 27, 1998, the Company owed SDC $38,000 for current charges.          

        The Company believes that each of the above transactions were on terms
which were no less favorable to the Company than would have been available in   
similar transactions with unaffiliated third parties.                           

 -9-

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SIGNATURES

       Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, The Registrant has duly caused this report to be signed on
its behalf by the undesigned thereunto duly authorized on the 20th day of       
October, 1998.                                                                  

                                         SALTON/MAXIM HOUSEWARES, INC.

                                     By: /s/ LEONHARD DREIMANN
                                                  ------------------------------
                                     Leonhard Dreimann
                                           Chief Executive Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the     
Registrant and in the capacities indicated on October 20, 1998:                 

                                                        [Enlarge/Download Table]

SIGNATURE                                                                            
                                                                                     
/s/ LEONHARD DREIMANN                  Chief Executive Officer and Director          
-------------------------------------  (Principal Executive Officer)                 
Leonhard Dreimann                                                                    

/s/ WILLIAM B. RUE                     President, Chief Operating Officer, Treasurer 
-------------------------------------  and Chief Financial Officer (Principal        
William B. Rue                         Accounting and Financial Officer) and Director

/s/ DAVID C. SABIN                     Director                                      
-------------------------------------                                                
David C. Sabin                                                                       

/s/ FRANK DEVINE                       Director                                      
-------------------------------------                                                
Frank Devine                                                                         

/s/ BERT DOORNMALEN                    Director                                      
-------------------------------------                                                
Bert Doornmalen                                                                      

-------------------------------------  Director                                      
Robert A. Bergmann                                                                   

-------------------------------------  Director                                      
Bruce G. Pollack                                                                     

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K/A’ Filing	Date	First	Last	Other Filings

	12/31/01	5
	12/17/99	6
	12/18/98	6
Filed on:	10/21/98			PRE 14A
	10/20/98	10
	10/15/98	6	7
	9/16/98	7
	7/28/98	8		8-K
	7/15/98	8		8-K
	6/30/98	5		8-K
For Period End:	6/27/98	1	9	10-K
	6/26/98	5		8-K
	5/6/98	4		8-K
	12/19/97	5
	6/28/97	4	5	10-K
	4/30/97	8
	7/11/96	8		8-K
	6/29/96	4		10-K405
	2/27/96	8
	10/26/95	4
				List all Filings

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Filing Submission 0000950124-98-005764 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Salton Inc – ‘10-K/A’ for 6/27/98

As of: Wednesday, 10/21/98 · For: 6/27/98 · Accession #: 950124-98-5764 · File #: 0-19557

Previous ‘10-K’: ‘10-K’ on 9/25/98 for 6/27/98 · Next: ‘10-K’ on 9/28/01 for 6/30/01 · Latest: ‘10-K’ on 9/26/08 for 6/30/08

Amendment to Annual Report — Form 10-KFiling Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Annual Report — Form 10-K
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