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): August 25, 2005

Boston Acoustics, Inc.

(Exact name of Registrant as Specified in Charter)

Massachusetts	000-15193	04-2662473
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

300 Jubilee Drive

Peabody, Massachusetts 01960

(Address of principal executive offices)

(978) 538-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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))

ITEM 8.01. OTHER EVENTS

On August 25, 2005, Boston Acoustics, Inc. (the “Company”) announced that the shareholders of the Company voted to approve the Agreement and Plan of Merger, dated June 8, 2005, among D&M Holdings U.S. Inc., Allegro Acquisition Corp. and the Company at a special meeting of shareholders.

A copy of the press release issued by the Company on August 25, 2005 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. EXHIBITS

(c) Exhibits

Exhibit No.	Exhibit Description
99.1	Press Release, dated August 25, 2005, of Boston Acoustics, Inc.

Signature

Pursuant to the requirements of the Securities Exchange Act of l934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BOSTON ACOUSTICS, INC.
	(Registrant)
Date: August 25, 2005	By:	/s/ Debra A. Ricker
	Name:	Debra A. Ricker
	Title:	Vice-President — Finance

Exhibit Index

Exhibit No.	Description
99.1	Press Release, dated August 25, 2005, of Boston Acoustics, Inc.

EX-99.1

EXHIBIT 99.1

Boston Acoustics Inc. Shareholders Approve Merger Agreement

Peabody, MA (August 25, 2005) – Boston Acoustics, Inc. (NASDAQ: BOSA) announced today that the shareholders of the Company have approved the merger agreement providing for the acquisition of the Company by D&M Holdings U.S. Inc. at a special meeting of the shareholders held today in Peabody, MA. Approximately 72.5% of the total number of shares outstanding and entitled to vote approved the merger agreement.

The proposed merger was announced on June 8, 2005 and is expected to close by the end of August 2005, pending the satisfaction or waiver of all the closing conditions set forth in the merger agreement. Under the terms of the merger agreement, Company shareholders will receive $17.50 per share in cash, without interest.

Founded in 1979, Boston Acoustics, Inc. (NASDAQ: BOSA) designs, manufactures and markets high performance audio systems for use in home music and audio-video systems, aftermarket 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, consistency and value. For further information, visit the company’s Internet site at www.bostonacoustics.com.

FORWARD LOOKING STATEMENTS

This press release contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. All statements herein that are not historical facts, including statements about our beliefs, plans, objectives and expectations, are forward-looking statements. We generally identify these statements by words or phrases such as “anticipate,” “estimate,” “plan,” “expect,” “believe,” “intend,” “will,” “may,” and similar words or phrases. We believe that all forward-looking statements are based upon reasonable assumptions when made; however, we caution that it is impossible to predict actual results or outcomes or the effects of risks, uncertainties or other factors on anticipated results or outcomes and that, accordingly, you should not place undue reliance on these statements. Forward-looking statements speak only as of the date when made, and we undertake no obligation to update these statements in light of subsequent events or developments. Actual results and outcomes may differ materially from anticipated results or outcomes discussed in forward-looking statements.

SOURCE:  Boston Acoustics, Inc.

Boston Acoustics, Inc.

Debby Ricker, 978-538-5000

DRicker@bostona.com