8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): May 19, 2004

Boston Acoustics, Inc.

(Exact name of Registrant as Specified in its Charter)

Massachusetts	000-15193	04-2662473
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

300 Jubilee Drive

Peabody, Massachusetts 01960

(Address of Principal Executive Offices)

(978) 538-5000

(Registrant’s telephone number, including area code)

Item 5. Other Events and Required FD Disclosure

Boston Acoustics, Inc. (the “Company”) has announced a restructuring of its board of directors. As a part of the restructuring, David E. Bell and E. William Boehmler have been elected to the Company’s board as independent directors, effective immediately. Messrs. Bell and Boehmler will serve as directors until the next regular annual meeting of the shareholders, to be held on or about August 17, 2004, at which time, they will be nominated for election to the board to serve for full one-year terms. The Company has accepted the resignations of three of its incumbent directors, Alexander E. Aikens, III, Lisa M. Mooney, and Fletcher H. Wiley. The resignations of Messrs. Aikens and Wiley will take effect upon the completion of the independent audit of the Company’s financial statements for the fiscal year ended March 27, 2004. Ms. Mooney’s resignation will take effect immediately.

To provide for a smooth transition of board responsibilities, until completion of the fiscal 2004 audit, the Audit Committee of the board will be comprised of Messrs. Aikens and Wiley, a third continuing independent director, George J. Markos, and the two new directors, Messrs. Bell and Boehmler.

The Company’s related press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 6. Resignations of Registrant’s Directors

See Item 5 of this report, which is incorporated herein by reference.

In tendering his resignation from the board of directors, Mr. Wiley indicated that while he shared common aspirations with management for the future of the company, he was not in accord with management’s view of the methodology and timing on reaching that shared view of the future.

The resignation letters of Messrs. Aikens and Wiley and Ms. Mooney and the Company’s related press release are attached as Exhibits 17.1, 17.2, 17.3 and 99.1 to this report and are incorporated herein by reference.

Item 7. Financial Statements and Exhibits

(c)        The following are being filed as exhibits to this report:

Exhibit No.	Description
17.1	Letter dated May 20, 2004 from Alexander E. Aikens, III to Andrew Kotsatos, Chairman of the Board.
17.2	Letter dated May 20, 2004 from Lisa M. Mooney to Mr. Kotsatos.
17.3	Letter dated May 19, 2004 from Fletcher H. Wiley to Mr. Kotsatos.
99.1	Press Release of the Company, dated May 26, 2004.

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.

Date: May 26, 2004	BOSTON ACOUSTICS, INC.
	By:	/s/    DEBRA A. RICKER-ROSATO
		Name: Debra A. Ricker-Rosato Title: Vice President—Finance

EXHIBIT INDEX

Exhibit No.	Description	Location
17.1	Letter dated May 20, 2004 from Alexander E. Aikens, III to Andrew Kotsatos, Chairman of the Board.	Filed herewith.
17.2	Letter dated May 20, 2004 from Lisa M. Mooney to Mr. Kotsatos.	Filed herewith.
17.3	Letter dated May 19, 2004 from Fletcher H. Wiley to Mr. Kotsatos.	Filed herewith.
99.1	Press Release of the Company, dated May 26, 2004.	Filed herewith.

EX-17.1

EXHIBIT 17.1

Alexander E. Aikens, III

31 Hampshire Road, Wellesley, MA 02481

Tel./Fax: 781-235-1694 · Cell: 781-801-2509

E-mail: aeaikens@comcast.net

Personal and Confidential

May 20, 2004

Mr. Andrew G. Kotsatos

Chairman of the Board

Boston Acoustics, Inc.

300 Jubilee Drive

Peabody, Ma. 01961

Dear Andy,

As we discussed yesterday, by copy of this letter I hereby resign as a Director of Boston Acoustics effective upon completion of the audit of the company’s financial statements for the fiscal year ended March 27, 2004. I have enjoyed my association with the company and I wish you every future success.

Sincerely,

/s/ Alexander Aikens

Alexander Aikens

cc: Moses Gabbay

George Markos

Lisa M. Mooney

Fletcher H. Wiley

William Kelly

EX-17.2

EXHIBIT 17.2

26 Elmwood Avenue

Cambridge, MA 02138

May 20, 2004

Mr. Andrew G. Kotsatos

Chairman of the Board

Boston Acoustics, Inc.

300 Jubilee Drive

Peabody, MA 01961-6015

Dear Mr. Kotsatos,

I hereby resign from the Board of Directors of Boston Acoustics, Inc., effective immediately.

Sincerely,

/s/ Lisa M. Mooney

Lisa M. Mooney

EX-17.3

EXHIBIT 17.3

FLETCHER H. WILEY, ESQ.

Attorney At Law

270 Congress Street, Suite 500

Boston, MA 02110

617.338.2034 Fax 617.338.2084

May 19, 2004

Personal and Confidential

Mr. Andrew G. Kotsatos

Chairman of the Board

Boston Acoustics, Inc.

300 Jubilee Drive ‘

Peabody, MA 01961-6015

Dear Andy,

As I indicated in our telephone conversation earlier today, I am hereby submitting my resignation from the Board of Directors of Boston Acoustics, Inc. (the “Company”), effective upon completion of the audit of the Company’s financial statements for the fiscal year ended March 27, 2004.

While I share common aspirations with management for what the future of the Company can be, we are not in accord on the methodology and timing of getting there. Consequently, I do not feel I can make my future contributions as a Director. However, I will, of course, continue to cheer for the Company’s success from the sidelines and serve as a willing information and contact resource for your business development activities.

On a personal note, I truly have enjoyed getting to know you, Moses, my fellow Directors, and the Company better; and those friendships will abide as will my great aspirations for the Company’s future.

With warmest regards,

/s/ Fletcher H. Wiley

Fletcher H. Wiley

cc: Alexander E. Aikens, III

Moses A. Gabbay

George Markos

Lisa M. Mooney

EX-99.1

EXHIBIT 99.1

Boston Acoustics, Inc. Announces the Restructuring of its Board of Directors

PEABODY, MA – (BUSINESS WIRE) – May 26, 2004 – Boston Acoustics, Inc. (NASDAQ: BOSA) today announced a restructuring of its board of directors. As a part of the restructuring, two new independent directors, David E. Bell and E. William Boehmler, have been elected to the board effective immediately. Messrs. Bell and Boehmler will serve as directors until the next regular annual meeting of the shareholders, to be held on or about August 17, 2004, at which time, they will be nominated for election to the board to full one-year terms. The company has accepted the resignations of three of its incumbent directors, Alexander E. Aikens, III, Lisa M. Mooney, and Fletcher H. Wiley. The resignations of Messrs. Aikens and Wiley will take effect upon the completion of the independent audit of the Company’s financial statements for the fiscal year ended March 27, 2004. Ms. Mooney’s resignation will take effect immediately.

To provide for a smooth transition of board responsibilities, until completion of the fiscal 2004 audit, the Audit Committee of the board will be comprised of Messrs. Aikens and Wiley, a third continuing independent director, George J. Markos, and the two new directors, Messrs. Bell and Boehmler.

Mr. Markos is the longest serving independent director of the company, having served on the board since August 1996. He is a member of the company’s Audit Committee and chairman of the Compensation Committee. He has been the Senior Vice President and General Counsel of Yell-O-Glow Corporation, a produce distributor, since 1991. Prior to that time, he was Senior Counsel and Assistant Secretary of Norton Company, Inc., a manufacturer of abrasive products and industrial ceramics.

Mr. Bell is the George M. Moffett Professor at the Harvard Business School. He currently teaches marketing in the school’s executive program and retailing in the MBA program and is the head of the school’s Marketing Department. In addition, Professor Bell has published a number of books and research papers and was recently awarded the Ramsey Medal by the Decision Analysis Society of INFORMS for distinguished contributions to the field of marketing.

Mr. Boehmler brings to the board extensive experience in corporate finance. He served as the Vice President and Treasurer of International Paper Company, the world’s largest manufacturer and marketer of paper products, from 1986 to 2000, having been with International Paper in various capacities since 1975. As a financial executive, he has had a record of accomplishments in corporate finance, treasury, financial measurements and controls, and investments.

Andrew G. Kotsatos, Chairman of the Board, said, “We are excited about our new team of directors and the new energy and focus they will bring to the company. We are grateful to our departing directors for their dedicated and loyal service to the company.”

About Boston Acoustics

Boston Acoustics, Inc. is a manufacturer of high-performance audio solutions for home entertainment, automobiles, and personal computers. Founded in 1979, Boston Acoustics is located in Peabody, Massachusetts. For more information on Boston Acoustics, visit the Company’s web site at www.bostonacoustics.com.

Certain statements in this press release contain certain forward-looking statements concerning Boston Acoustics’s operations. Such forward-looking statements are based on a number of assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual achievements of Boston Acoustics to be materially different from any future achievements expressed or implied by such forward-looking statements. The words “believe,” “expect,” “anticipate,” “intend,” and “plan” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made.

CONTACT:    Boston Acoustics, Inc.

Andrew G. Kotsatos, 978-538-5000

andy@bostona.com

kotsan@yahoo.com