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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant To Section 13 Or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 22, 2007
JACUZZI BRANDS, INC.
(Exact name of registrant
as specified in charter)
Delaware 1-14557 22-3568449
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
777 S. Flagler Drive, West Tower, Suite 1100, West Palm Beach, FL 33401
(Address of principal executive offices)
Registrant's telephone number, including area code: (561) 514-3838
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
As more fully described under Item 8.01 below, Jacuzzi Brands, Inc. (the
"Company") and the Company's directors and the other defendants have agreed in
principle to settle four putative stockholder class action lawsuits related to
the Agreement and Plan of Merger, dated as of October 11, 2006 (the "Merger
Agreement"), by and among the Company, Jupiter Acquisition, LLC ("Parent") and
Jupiter Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub would
merge with and into the Company, (the "Merger"). As part of the agreement in
principle to settle these lawsuits, which is subject to court approval, the
parties entered into an amendment ("Amendment No. 1") to the Merger Agreement,
dated January 22, 2007, which amends the Merger Agreement in the following two
ways:
o The termination fee payable by the Company on the occurrence of
certain specified events, is reduced from $25 million to $22.5
million.
o The period of time during which the Company's entry into a definitive
agreement with respect to or consummation of an alternative
acquisition proposal will trigger payment of the termination fee under
certain circumstances, is reduced from 12 months to 9 months.
The foregoing description of Amendment No.1 does not purport to be complete
and is qualified in its entirety by reference to Amendment No.1, which is
attached hereto as Exhibit 2.1, and is incorporated herein by reference in its
entirety.
Item 8.01 Other Events
Four purported class action lawsuits related to the Merger have been filed
against the Company, each of the Company's directors and various other
defendants, including Apollo Management VI, L.P. ("Apollo"), Parent, Merger Sub
and George M. Sherman (the non-executive Chairman of Rexnord Corporation, a
portfolio company affiliated with Apollo), in the Court of Chancery in the State
of Delaware in and for New Castle County -- Usheroff v. Jacuzzi Brands, Inc., et
al., C. A. No. 2473-N (filed Oct. 13, 2006), Ryan v. Victor, et al., C.A. No.
2477-N (filed Oct. 13, 2006), Rubenstein v. Marini, et al., C. A. No. 2485-N
(filed Oct. 20, 2006) and Worcester Retirement System v. Jacuzzi Brands, Inc.,
et al., C.A. No. 2531-N (filed Nov. 8, 2006). On January 22, 2007, the Company
and other defendants entered into a memorandum of understanding with the
plaintiffs regarding the settlement of the lawsuits.
In connection with the proposed settlement, the Company has agreed to make
certain additional disclosures already reflected in the Definitive Proxy
Statement filed with the SEC on January 5, 2007 and to amend the Merger
Agreement as more fully described under Item 1.01 of this Current Report on Form
8-K.
The memorandum of understanding contemplates that, subject to the
completion of certain confirmatory discovery by plaintiffs' counsel, the parties
will enter into a stipulation of settlement. The stipulation will provide that
the settlement is subject to the consummation of the Merger and other customary
conditions, including notice to class members and court approval. In the event
that the parties enter into the stipulation of settlement, a hearing will be
held at which the court will consider the fairness, reasonableness and adequacy
of the settlement which, if approved by the court, will resolve all of the
claims that were or could have been brought by class members relating to the
Merger, the Merger Agreement and any disclosure (or lack thereof) made in
connection therewith. In addition, in connection with the settlement, the
parties contemplate that plaintiffs' counsel will petition the court for an
award of attorneys' fees and expenses not to exceed $725,000. Any award of
attorneys' fees to plaintiffs' counsel by the court in connection with the
settlement will be paid by us. There can be no assurance that the parties will
ultimately enter into a stipulation of settlement or that the court will approve
the settlement even if the parties were to enter into such stipulation, in which
event, the proposed settlement as contemplated by the memorandum of
understanding may be terminated.
On January 22, 2007, the Company issued a press release announcing the
memorandum of understanding regarding the settlement of the lawsuits. A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference in its entirety.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description
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2.1 Amendment No. 1 to the Agreement and Plan of Merger
dated as of October 11, 2006 among Jacuzzi Brands,
Inc., Jupiter Acquisition, LLC and Jupiter Merger
Sub, Inc.
99.1 Press Release, dated January 22, 2007, issued by the
Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JACUZZI BRANDS, INC.
Date: January 22, 2007 By: /s/ Steven C. Barre
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Name: Steven C. Barre
Title: Senior Vice President,
General Counsel and Secretary