DEFA14A

UNITED STATES

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 10, 2005

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)	(IRS Employer Identification No.)

300 Jubilee Drive

Peabody, Massachusetts 01960

(Address of Principal Executive Offices)

(978) 538-5000

(Registrant’s telephone number, including area code)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act

x Soliciting material pursuant to Rule 14a-12 of the Exchange Act

¨ Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act

¨ Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act

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ITEM 2.02. Results of Operations and Financial Condition

On June 10, 2005, the Company issued a press release announcing financial results as of and for the fourth quarter and the twelve months ended March 26, 2005. A copy of the press release is attached hereto as Exhibit 99.1.

ITEM 8.01. Other Events

On June 10, 2005, in the press release reported under Item 2.02 above, the Company announced that, in compliance with the Agreement and Plan of Merger among the Company, D&M Holdings US, Inc. and Allegro Acquisition Corp., the Company’s regular quarterly dividend will not be paid in July 2005. A copy of the press release is attached hereto as Exhibit 99.1.

In connection with the proposed merger referenced in the press release attached hereto as Exhibit 99.1, the Company will prepare a proxy statement for the stockholders of the Company to be filed with the Securities and Exchange Commission (the “SEC”). Before making any voting or investment decision, the Company’s stockholders are urged to read the proxy statement regarding the merger carefully in its entirety when it becomes available because it will contain important information about the proposed transaction. The proxy statement and other relevant documents filed with the SEC will be available free of charge at the SEC’s website, www.sec.gov and stockholders of the Company will also be able to obtain copies of the proxy statement and other relevant documents free of charge by directing their requests to Boston Acoustics, Inc., 300 Jubilee Drive, Peabody, MA 01960, Attention: Investor Relations.

Item 9.01. Financial Statements and Exhibits.

(c)    Exhibits.

Exhibit No.	Description
99.1	Press Release issued by Boston Acoustics, Inc., dated June 10, 2005.

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.

		BOSTON ACOUSTICS, INC. (Registrant)
Date: June 10, 2005	By:	/s/ Debra A. Ricker Debra A. Ricker Vice President—Finance

Exhibit Index

Exhibit No.	Description	Location
99.1	Press Release issued by Boston Acoustics, Inc., dated June 10, 2005.	Filed Herewith

EX-99.1

Exhibit 99.1

[LOGO APPEARS HERE]

FOR IMMEDIATE RELEASE

Contact: Boston Acoustics, Inc.

978-538-5000

Moses Gabbay

Moses@bostona.com

Debby Ricker

DRicker@bostona.com

Boston Acoustics Announces Fourth Quarter Results and for the Fiscal Year

Peabody, Massachusetts, June 10, 2005 — Boston Acoustics, Inc. (NASDAQ-BOSA) today announced its financial results for the fourth quarter of the 2005 fiscal year and for the fiscal year which ended March 26, 2005.

Net sales for the quarter increased approximately 41%, to $16.3 million from $11.5 million for the same period a year ago. Net income increased 47% to approximately $.7 million from approximately $.5 million, and diluted earnings per share increased to $.17 per share compared to $.12 per share for the same period a year ago.

For the twelve months ended March 26, 2005, net sales increased approximately 12% to $59.1 million from $52.6 million in the same period a year ago. Net income increased to approximately $3.2 million compared to $1.9 million and diluted earnings per share were $.76 per share compared to $.43 per share for the twelve months ended March 27, 2004.

The Company also announced that, in compliance with the Agreement and Plan of Merger dated June 8, 2005 among the Company, D&M Holdings US,Inc. and Allegro Acquisition Corp., the Company’s regular quarterly dividend will not be paid in July.

Founded in 1979, Boston Acoustics, Inc. (NASDAQ:BOSA) designs, manufactures, and markets high performance audio systems for use in home music and home theater systems, after-market and OEM automotive systems, and custom built-in audio systems. Highly regarded for creating The Boston Sound^™, the company is renowned for delivering superior, competitively priced products emphasizing performance and value. For further information, visit the company’s web site at www.bostonacoustics.com.

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Boston Acoustics Announces Fourth Quarter Results – Page 2

	Three Months Ended
	March 26, 2005		March 27, 2004
Net Sales	$	16,288,389	$	11,542,522
Cost of Goods Sold		9,341,748		6,321,540
Gross Profit		6,946,641		5,220,982
Selling and Marketing Expenses		3,516,514		2,811,392
General and Administrative Expenses		1,151,738		962,919
Engineering and Development Expenses		1,031,122		1,060,029
Total Operating Expenses		5,699,374		4,834,340
Income from Operations		1,247,267		386,642
Interest Income, net		16,203		9,004
Other Income (Expense)		11,683		275,797
Income before provision for income taxes		1,275,153		671,443
Provision for Income Taxes		558,000		183,000
Net Income	$	717,153	$	488,443
Basic Earnings per Share	$	.17	$	.12
Diluted Earnings per Share	$	.17	$	.12
Weighted Average Shares Outstanding
Basic		4,178,512		4,121,047
Diluted		4,276,792		4,215,602

	Twelve Months Ended
	March 26, 2005		March 27, 2004
Net Sales	$	59,058,361	$	52,627,938
Cost of Goods Sold		33,844,597		31,437,264
Gross Profit		25,213,764		21,190,674
Selling and Marketing Expenses		11,661,073		10,057,112
General and Administrative Expenses		4,474,010		4,557,078
Engineering and Development Expenses		4,488,741		4,460,341
Total Operating Expenses		20,623,824		19,074,531
Income from Operations		4,589,940		2,116,143
Interest Income, net		39,999		101,655
Other Income (Expense)		250,524		483,335
Income before provision for income taxes		4,880,463		2,701,133
Provision for Income Taxes		1,644,000		844,000
Net Income	$	3,236,463	$	1,857,133
Basic Earnings per Share	$	.78	$	.44
Diluted Earnings per Share	$	.76	$	.43
Weighted Average Shares Outstanding
Basic		4,171,662		4,238,796
Diluted		4,235,403		4,277,397

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Boston Acoustics Announces Fourth Quarter Results – Page 3

Consolidated Balance Sheets

	March 26, 2005		March 27, 2004
Assets
Current Assets
Cash and cash equivalents	$	6,784,588	$	7,552,054
Accounts receivable, net		11,234,090		8,202,044
Inventories		12,243,617		12,240,838
Deferred income taxes		2,099,000		2,492,000
Prepaid income taxes		858,000		480,000
Prepaid expenses and other current assets		1,028,474		956,142
Total current assets		34,247,769		31,923,078
Property and Equipment, net		10,232,741		10,874,343
Other Assets, net		1,274,825		1,160,710
Total assets	$	45,755,335	$	43,958,131
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	7,454,464	$	7,322,535
Accrued payroll & related expenses		701,931		523,234
Dividends payable		355,174		354,182
Current maturity of line of credit		9,432		309,394
Other accrued expenses		1,552,475		1,730,873
Total current liabilities		10,073,476		10,240,218
Stockholders’ Equity		35,681,859		33,717,913
Total liabilities and stockholders’ equity	$	45,755,335	$	43,958,131

Certain statements in this press release contain certain forward-looking statements concerning Boston Acoustics’ operations, economic performance and financial condition. 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 results, performance or achievements of Boston Acoustics to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause such differences include, but are not limited to; those discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 27, 2004. 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.

Boston Acoustics intends to file a proxy statement with the Securities and Exchange Commission in connection with the merger transaction referenced above. Investors and security holders are urged to read this filing when it becomes available because it will contain important information about the merger transaction. Investors and security holders may obtain a free copy of the proxy statement (when it is available) and other documents filed with the SEC by Boston Acoustics at the SEC’s Internet site (http://www.sec.gov). Copies of the proxy statement and the filings with the SEC incorporated by reference in the proxy statement can also be obtained, without charge, by directing a request to Boston Acoustics, 300 Jubilee Drive, Peabody, Massachusetts, 01960, Attention: Investor Relations.

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Boston Acoustics Announces Fourth Quarter Results – Page 4

The directors and executive officers of Boston Acoustics and D&M Holdings may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the special interests of these directors and executive officers in the merger transaction will be included in the proxy statement. Additional information regarding the directors and executive officers of Boston Acoustics is also included in Boston Acoustics’ proxy statement for its 2004 Annual Meeting of Stockholders, which was filed with the SEC on July 26, 2004. This proxy statement is available free of charge at the SEC’s Internet site and Investor Relations at Boston Acoustics as described above.

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