-----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, ItdV7ASDhZ6rcJ0memn/m00XgvEzbG3wJ8dZh7iZiojieljdgGkYGA1+qM5+uc0i DBa0GekT2iJ4sv1DD3wt2g== 0000912057-96-014904.txt : 19960719 0000912057-96-014904.hdr.sgml : 19960719 ACCESSION NUMBER: 0000912057-96-014904 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960621 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960718 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON ACOUSTICS INC CENTRAL INDEX KEY: 0000805268 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 042662473 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15193 FILM NUMBER: 96596135 BUSINESS ADDRESS: STREET 1: 70 BROADWAY CITY: LYNNFIELD STATE: MA ZIP: 01940 BUSINESS PHONE: 5085385000 MAIL ADDRESS: STREET 1: 70 BROADWAY CITY: LYNNFIELD STATE: MA ZIP: 01940 8-K 1 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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): JUNE 21, 1996 BOSTON ACOUSTICS, INC. ---------------------- (Exact name of Registrant as Specified in its Charter) MASSACHUSETTS 33-9875 04-2662473 ------------- ------- ---------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 300 JUBILEE DRIVE, PEABODY, MASSACHUSETTS 01960 ------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) (508) 538-5000 ------------------------------------------------ (Registrant's Telephone Number, Including Area Code) ------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER INFORMATION On June 21, 1996, a subsidiary of the registrant acquired substantially all of the assets and certain obligations of Snell Acoustics, Inc., effective as of May 31, 1996 (the "Snell Acquisition"). Snell Acoustics, Inc. was a Massachusetts corporation engaged in the business of manufacturing high-end home entertainment loudspeaker systems. On June 21, 1996, the registrant issued a press release with respect to the Snell Acquisition which is attached hereto as Exhibit 99A. Under Item 2 of Form 8-K the registrant was not deemed to have acquired a significant amount of assets in the Snell Acquisition. Consequently, the registrant was not required to provide any information under Item 2 of Form 8-K or any financial statements or pro forma financial information under Item 7 of Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (C) EXHIBITS Exhibit 99 - "Safe Harbor" Statement under Private Securities Litigation Reform Act of 1995 Exhibit 99A - Registrant's Press Release dated June 21, 1996 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 thereunto duly authorized. BOSTON ACOUSTICS, INC. Date: July 17, 1996 By: /s/ Francis L. Reed --------------------------------- Francis L. Reed Chief Executive Officer and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) Date: July 17, 1996 By: /s/ Andrew G. Kotsatos --------------------------------- Andrew G. Kotsatos President and Assistant Treasurer EX-99 2 EXHIBIT 99 EXHIBIT 99 "SAFE HARBOR" STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Forward-looking statements made by or on behalf of the Boston Acoustics, Inc. (the "Company") represent the Company's reasonable judgement on the future and are subject to risks and uncertainties. Actual results may differ materially from those projected in the forward-looking statements. Such risks and uncertainties include, among others: DISCRETIONARY CONSUMER SPENDING; SEASONALITY. Purchases of home entertainment and automotive audio products are discretionary for consumers. The success of the Company is influenced by a number of economic factors affecting disposable consumer income, such as employment levels, business conditions, interest rates and taxation rates. Adverse changes in these economic factors, among others, may restrict consumer spending, thereby negatively affecting the Company's sales and profitability. The Company's business is highly seasonal due to consumer spending patterns which tend to result in significantly stronger home speaker sales in the period of October through March and automotive speaker sales in the period of April through October. It is unlikely that this pattern will change significantly in the future. Although the Company believes that the seasonality of its business is primarily the result of the timing of consumer demand for its products, fluctuations in operating results can also result from other factors affecting the Company and its competitors, including new product developments or introductions, availability of components for resale, competitive pricing pressures, changes in product mix and pricing and product reviews and other media coverage. Due to the seasonality of its business, the Company's results for interim periods are not necessarily indicative of its results for the year. HIGHLY COMPETITIVE INDUSTRY. The market for home and automotive speaker systems is served by many companies, both foreign and domestic, and is fragmented and highly competitive. Some of these competitors have significantly greater financial, marketing, manufacturing and technological resources than the Company and may offer lower audio product prices on competing products. Competition in the design and manufacture of new and innovative speakers is intense. There can be no assurance that the Company will be able to continue to compete successfully by introducing products or performance features on a timely basis or by adding new features to its products while limiting increases in prices. Furthermore, in recent years many retailers of non-proprietary audio components have regularly lowered prices, and the Company expects these pricing pressures to continue. These pricing pressures may adversely affect the Company's operating results. DEPENDENCE ON KEY PERSONNEL. The Company's success depends to a large extent upon the efforts and abilities of its co-founders, Francis L. Reed, Director, Chief Executive Officer and Treasurer, and Andrew G. Kotsatos, President and Assistant Clerk. The loss of either of these key managers could have a material adverse effect on the Company. The Company does not have key man insurance policies on the lives of Messrs. Reed and Kotsatos. In addition, the Company is dependent in part on its ability to hire and retain qualified managerial personnel. Although the Company to date has been able to hire and retain such personnel, there can be no assurance that the Company will be successful in recruiting and retaining such personnel in the future. There are no employment agreements between the Company and any of its key employees. MANAGEMENT OF ACQUISITION OF SNELL ACOUSTICS. On June 21, 1996, the Company purchased the business of Snell Acoustics, Inc., a manufacturer of high-end home entertainment loudspeaker systems. The business of Snell Acoustics has recently been operating at a loss. There can be no assurance that the Company will be able to manage the business of Snell Acoustics profitably or that its operation of the business of Snell Acoustics will not have a detrimental effect on the consolidated operations of the Company. CONTROL BY MANAGEMENT STOCKHOLDERS. The Company's officers, directors and related persons will continue to own, of record and beneficially, 49.2% of the outstanding shares of the Common Stock (not including shares issuable upon exercise of outstanding options). As a result, such persons, if they act in concert, may have the ability to control the Company and direct its affairs and business and to determine the outcome of corporate actions requiring stockholder approval. This control by existing stockholders may be have the effect of delaying or preventing a change in control of the Company and could result in the denial to minority stockholders of a premium price for their stock in a change in control. EX-99.A 3 EXHIBIT 99A EXHIBIT 99A REGISTRANT'S PRESS RELEASE DATED JUNE 21, 1996 BOSTON ACOUSTICS ______________________________________________________________________________ 300 Jubilee Drive P.O. Box 6015 Peabody, MA 01961-6015 (508) 538-5000 For Immediate Release Contact: Boston Acoustics - --------------------- Debra Ricker-Rosato 508-538-5000 BOSTON ACOUSTICS COMPLETES ACQUISITION OF SNELL ACOUSTICS NAMES IRA FRIEDMAN AS PRESIDENT OF SNELL ACOUSTICS SUBSIDIARY PEABODY, Mass., June 21, 1996 -- Boston Acoustics' Chairman and CEO Frank Reed today announced the completion of the acquisition of the business of Snell Acoustics, Inc., and named Ira Friedman as President of its new Snell subsidiary. The assets of Snell Acoustics were purchased by BA Acquisition Corp., a wholly-owned subsidiary of Boston Acoustics, Inc. Snell Acoustics manufacturers high-end home loudspeaker systems for the audiophile market at its factory in Haverhill, Massachusetts. Mr. Friedman joined Boston Acoustics in 1989 as Director of Marketing and was promoted to Vice President of Marketing in 1991. He assumed responsibilities for international sales in 1994. Friedman, who holds an MBA from the Harvard Business School, previously worked as a marketing consultant for various advertising agencies in San Diego, CA. "Snell will immediately benefit from our infusion of operating capital," stated Mr. Reed, "And, in Ira Friedman, it has a capable and talented leader to strengthen its market position and to grow into a significant factor in the home entertainment business." "Snell will be operated as an autonomous subsidiary. We expect it to be a vigorous competitor to us, as well as others in the industry," added Boston Acoustics President Andy Kotsatos. Established in 1979 by Frank Reed and Andy Kotsatos, Boston Acoustics (NASDAQ:BOSA) manufacturers and markets high performance, high value loudspeaker systems for use in homes and cars. The Company recently relocated to its custom-built 150,000 square foot manufacturing and office facility in Peabody, Mass. -----END PRIVACY-ENHANCED MESSAGE-----