| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SALTON INC [ SFPI.PK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/28/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Series C Nonconvertible Preferred Stock | 12/28/2007 | J | 61,129 | D | (1)(2) | 0 | D | |||
| Series C Nonconvertible Preferred Stock | 12/28/2007 | J | 0 | D | $0.0 | 0 | I(3) | See Footnote 3 | ||
| Common Stock | 12/28/2007 | J | 15,255,353 | A | (1)(2) | 17,757,775 | D | |||
| Common Stock | 12/28/2007 | J | 0 | A | $0.00 | 17,757,775 | I(3) | See Footnote 3 | ||
| Common Stock | 12/28/2007 | J | 0 | A | $0.00 | 81,578 | I(4) | See Footnote 4 | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On December 28, 2007, the shareholders of Salton, Inc. (the "Issuer") approved all matters necessary for the merger (the "Merger") of SFP Merger Sub, Inc., a wholly-owned, direct subsidiary of the Issuer ("Merger Sub"), with and into APN Holding Company, Inc. ("APN Holdco"). As a result of the Merger, APN Holdco became a wholly-owned subsidiary of the Issuer. In connection with the consummation of the Merger, the Issuer amended the terms of its Series C Nonconvertible (Non-Voting) Preferred Stock, par value $.01 per share (the "Series C Preferred Stock"), to provide for the automatic conversion immediately prior to the effective time of the Merger of each share of Series C Preferred Stock into 249.56 shares of the common stock (the "Common Stock") of the Issuer (the "Series C Amendment"). |
| 2. The Issuer filed the Series C Amendment with the Secretary of State of Delaware immediately prior to the effective time of the Merger. As a result of the automatic conversion, the 61,129 shares of Series C Preferred Stock held by Contrarian Equity Fund, L.P. ("CEF") were converted into 15,255,353 shares of the Common Stock. |
| 3. These securities are held in the account of CEF. Contrarian Capital Management, L.L.C. ("CCM"), a registered investment adviser, is deemed to beneficially own these securities because CCM is the general partner of CEF. |
| 4. These securities are held in the account of a managed account (the "Managed Account"). CCM is deemed to beneficially own these securities because CCM is the investment manager of the Managed Account. |
| Remarks: |
| (+) CCM hereby disclaims beneficial ownership over the securities held by CEF and the Managed Account, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that CCM is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| Contrarian Capital Management, L.L.C. (+), By: /s/ Jason Mudrick, Portfolio Manager | 01/08/2008 | |
| Contrarian Equity Fund, L.P., By: /s/ Jason Mudrick, as Portfolio Manager of Contrarian Capital Management, L.L.C., its general partner | 01/08/2008 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||