<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 10, 1998
REGISTRATION NO. 333-51015
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TWEETER HOME ENTERTAINMENT GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C> <C>
DELAWARE 5731 04-3417513
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
------------------------
40 HUDSON ROAD
CANTON, MASSACHUSETTS 02021
(781) 830-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
JOSEPH MCGUIRE, CHIEF FINANCIAL OFFICER
TWEETER HOME ENTERTAINMENT GROUP, INC.
40 HUDSON ROAD
CANTON, MASSACHUSETTS 02021
(781) 830-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES OF COMMUNICATIONS TO:
<TABLE>
<S> <C>
KITT SAWITSKY, ESQ. EDWIN L. MILLER, JR., ESQ.
DANIEL R. AVERY, ESQ. TESTA, HURWITZ & THIBEAULT, LLP
GOULSTON & STORRS, P.C. 125 HIGH STREET
400 ATLANTIC AVENUE BOSTON, MASSACHUSETTS 02110
BOSTON, MASSACHUSETTS 02110
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE(3)
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value 3,116,500 Shares $17.00 $52,980,500 $16,055
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes 406,500 shares that the Underwriters have the right to purchase
from the Company to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) under the Securities Act of 1933.
(3) Previously paid by the Registrant upon its initial filing of this
Registration Statement.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION
JULY 10, 1998
2,710,000 SHARES
TWEETER HOME ENTERTAINMENT GROUP, INC.
[TWEETER LOGO] [BRYN MAWR LOGO] [HI FI BUYS LOGO]
COMMON STOCK
------------------------
Of the 2,710,000 shares of Common Stock of Tweeter Home Entertainment
Group, Inc. (the "Company") offered hereby, 2,200,000 shares are being offered
by the Company and 510,000 shares are being offered by the Selling Stockholders
(including 259,856 shares which are being sold upon exercise of warrants which
the Underwriters are acquiring from certain Selling Stockholders). The Company
will not receive any proceeds from the sale of shares by the Selling
Stockholders. See "Principal and Selling Stockholders." Upon completion of the
Offering, the Company's current stockholders, including certain Selling
Stockholders, will own approximately 55.4% of the Company's Common Stock and
will continue to be able to influence significantly the affairs of the Company.
See "Risk Factors -- Control by Existing Stockholders" and "Principal and
Selling Stockholders." It is currently estimated that the initial public
offering price will be between $15.00 and $17.00 per share. Application has been
made for quotation of the Common Stock on the Nasdaq National Market under the
symbol "TWTR."
------------------------
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" COMMENCING ON PAGE 8.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
PRICE UNDERWRITING PROCEEDS PROCEEDS TO
TO DISCOUNTS AND TO SELLING
PUBLIC COMMISSIONS(1) COMPANY (2) STOCKHOLDERS
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share................. $ $ $ $
- --------------------------------------------------------------------------------------------------------------------
Total (3)................. $ $ $ $
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) See "Underwriting" for information relating to indemnification of the
Underwriters.
(2) Before deducting expenses payable by the Company estimated at $900,000.
(3) The Company has granted the Underwriters a 30-day option to purchase up to
406,500 additional shares of Common Stock, solely to cover over-allotments,
if any. To the extent that the option is exercised, the Underwriters will
offer the additional shares at the Price to Public shown above. If the
option is exercised in full, the total Price to Public, Underwriting
Discounts and Commissions and Proceeds to Company will be $ ,
$ and $ , respectively. See "Underwriting."
------------------------
The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if delivered to and accepted by them, and subject to
the right of the Underwriters to reject any order in whole or in part. It is
expected that delivery of the shares of Common Stock will be made at the offices
of BT Alex. Brown Incorporated, Baltimore, Maryland, on or about , 1998.
BT ALEX. BROWN
PAINEWEBBER INCORPORATED
DAIN RAUSCHER WESSELS
A DIVISION OF DAIN RAUSCHER
INCORPORATED
THE DATE OF THIS PROSPECTUS IS , 1998.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses to be incurred in
connection with the sale and distribution of the securities being registered,
all of which will be paid solely by the Company.
<TABLE>
<S> <C>
SEC Registration Fee........................................ $ 16,055
NASD Filing Fee............................................. 5,800
NASDAQ Listing Fee.......................................... 59,960
Printing, Engraving and Mailing Expenses.................... 125,000
Legal Fees and Expenses..................................... 400,000
Accounting Fees and Expenses................................ 275,000
Transfer Agent Fees and Expenses............................ 12,000
Miscellaneous............................................... 6,185
--------
TOTAL............................................. $900,000
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Charter generally limits the liability of the Company's
Directors to the Company to the fullest extent permitted from time to time by
Delaware law. The DGCL permits, but does not require, a corporation to indemnify
its directors, officers, employees or agents, and expressly provides that the
indemnification provided for under the DGCL shall not be deemed exclusive of any
indemnification right under any By-law, vote of stockholders or disinterested
directors, or otherwise. The DGCL permits indemnification against expenses and
certain other liabilities arising out of legal actions brought or threatened
against such persons for their conduct on behalf of a corporation; provided,
however, that each such person acted in good faith and in a manner that he
reasonably believed was in or not opposed to such corporation's best interests
and, in the case of a criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful. The DGCL does not allow indemnification of
directors in the case of an action by or in the right of a corporation
(including stockholder derivative suits) unless the directors successfully
defend the action or indemnification is ordered by the court.
The Charter provides that directors and executive officers of the Company
shall be and, in the discretion of the Board of Directors, other officers and
non-officer employees may be indemnified by the Company to the fullest extent
authorized by Delaware law, as it now exists or may in the future be amended,
against all expenses and liabilities actually and reasonably incurred in
connection with service for or on behalf of the Company. The By-laws also
provide that the right of directors and officers to indemnification shall be a
contract right and shall not be exclusive of any other right now possessed or
hereafter acquired under any By-law, agreement, vote of stockholders, or
otherwise. The Charter contains a provision permitted by Delaware law that
generally eliminates the personal liability of directors for monetary damages
for breaches of their fiduciary duty, including breaches involving negligence or
gross negligence in business combinations, unless the director has breached his
or her duty of loyalty, failed to act in good faith, engaged in intentional
misconduct or a knowing violation of law, paid a dividend or approved a stock
repurchase in violation of the DGCL or obtained an improper personal benefit.
The provision does not alter a director's liability under the Federal securities
laws. In addition, this provision does not affect the availability of equitable
remedies, such as an injunction or rescission, for breach of fiduciary duty.
Reference is also made to the Underwriting Agreement, which is filed as
Exhibit 1.1 to this Registration Statement.
II-1
<PAGE> 4
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Set forth in chronological order is information regarding the number of
shares of capital stock sold, the number of options granted by the Company, and
the amount of debt securities issued by the Company since March 31, 1995, the
consideration received by the Company for such shares, options and debt
instruments and information relating to the section of the Securities Act of
1933 (the "Securities Act"), or rule of the Securities and Exchange Commission
under which exemption from registration is claimed. None of these securities
were registered under the Securities Act. No sale of securities involved the use
of an underwriter and no commissions were paid in connection with the sales of
securities, except that the Company paid a placement fee of $500,000 to
BankBoston, N.A., in connection with the subordinated loan referred to in
paragraph 4 below.
1. On November 28, 1995, the Company issued an aggregate of 911,787
shares of Series A Redeemable Convertible Preferred Stock to Weston
Presidio Offshore Capital C.V., Natio Vie Developpement II, FCPR, BNP
Venture Holding Corp., Jeffrey Bloomberg, Harriet Bloomberg, Armin Biller
and Matthew Bronfman at a purchase price of $6.46 per share. These shares
will be converted into 911,787 shares of Common Stock upon consummation of
the Offering. At the same time, the Company redeemed shares of Common Stock
from certain stockholders and issued the Redemption Note to such
stockholders. The above securities were sold pursuant to Section 4(2) and
Regulation D under the Securities Act.
2. On May 13, 1996, the Company issued an aggregate of 788,349 shares
of Series A Redeemable Convertible Preferred Stock to Advent Direct
Investment Program Limited Partnership, Global Private Equity II Limited
Partnership and Carolina Bloomberg at a purchase price of $6.46 per share.
These shares will be converted into 788,349 shares of Common Stock upon
consummation of the Offering. The securities were sold pursuant to Section
4(2) and Regulation D under the Securities Act.
3. On March 7, 1997, in connection with a $2.0 million bridge loan
from the Company's existing lender, the Company sold to Weston Presidio
Offshore Capital, C.V., Natio Vie Developpement II, FCPR, BNP Venture
Holding Corp., Jeffrey Bloomberg, Harriet Bloomberg, Armin Biller, Matthew
Bronfman, Advent Direct Investment Program Limited Partnership, Global
Private Equity II Limited Partnership and Carolina Bloomberg, pursuant to
the terms of a Warrant and Debenture Commitment dated as of March 7, 1997,
Warrants initially exercisable for an aggregate of 37,138 shares of Common
Stock. The purchase price for each Warrant was $0.15 multiplied by the
number of shares of Common Stock which could initially be purchased upon
exercise in full of each Warrant. The exercise price for each such Warrant
is $6.46 per share. The securities were sold pursuant to Section 4(2) and
Regulation D under the Securities Act.
4. On May 30, 1997, as part of the total purchase price for the HiFi
Buys Acquisition, the Company issued a Warrant to HiFi Buys Incorporated,
now known as HFB Associates LLC, exercisable for 104,960 shares of Common
Stock. The exercise price for such HFB Associates Warrant is $8.08 per
share. The Company also issued the HiFi Buys Note to HiFi Buys Incorporated
at such time. The securities were sold pursuant to Section 4(2) and
Regulation D under the Securities Act.
5. On June 2, 1997, the Company issued the 1997 Notes in the
aggregate amount of $15,000,000 to PNC Capital Corp, Exeter Venture
Lenders, L.P., Exeter Equity Partners and Seacoast Capital Partners, L.P.
The Company also issued to these lenders warrants exercisable for an
aggregate of 629,566 shares of Common Stock. The exercise price under each
such Warrant is $.002 per share. The securities were sold pursuant to
Section 4(2) and Regulation D under the Securities Act.
6. On June 2, 1997, the Company issued an aggregate of 866,425 shares
of Series B Redeemable Convertible Preferred Stock to Weston Presidio
Offshore Capital C.V., Natio Vie
II-2
<PAGE> 5
Developpement II, FCPR, BNP Venture Holding Corp., Jeffrey Bloomberg,
Harriet Bloomberg, Matthew Bronfman, Advent Direct Investment Program
Limited Partnership, Carolina Bloomberg, PNC Capital Corp, Exeter Venture
Lenders, L.P. and BancBoston Investments Inc., at a purchase price of $8.08
per share. These shares will be converted into 866,425 shares of Common
Stock upon consummation of the Offering. The securities were sold pursuant
to Section 4(2) and Regulation D under the Securities Act.
7. During the past three years, the Company has granted options to
purchase an aggregate number of 866,630 shares to purchase Common Stock to
263 individuals, (some of which have terminated their employment with the
Company) all of whom were at the time of grant employees or directors of
the Company, pursuant to the Company's 1995 Stock Option Plan. These
options have been granted under Section 4(2) of the Securities Act and/or
Rule 701 under the Securities Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS.
(a) See the Exhibit Index included immediately preceding the exhibits to
this Registration Statement.
(b) Schedule II is included in this Registration Statement. All other
schedules are not required under the instructions relating to the applicable
accounting regulations of the Securities and Exchange Commission or are
inapplicable, and therefore have been omitted.
ITEM 17. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(b) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to under Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared effective; and
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and that offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) The undersigned hereby undertakes to provide to the underwriters at the
closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
II-3
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of
Massachusetts on July 10, 1998.
TWEETER HOME ENTERTAINMENT GROUP, INC.
By: /s/ JEFFREY STONE
------------------------------------
Jeffrey Stone
President and Chief Operations
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been duly signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ SAMUEL BLOOMBERG Director, Chairman of the Board July 10, 1998
- --------------------------------------------------- and Chief Executive Officer
Samuel Bloomberg, By Jeffrey Stone;
His Attorney-in-Fact.
/s/ JEFFREY STONE Director and President (Principal July 10, 1998
- --------------------------------------------------- Executive Officer)
Jeffrey Stone
/s/ JOSEPH MCGUIRE Vice President and Chief Financial July 10, 1998
- --------------------------------------------------- Officer (Principal Financial
Joseph McGuire Officer and Principal Accounting
Officer)
/s/ JEFFREY BLOOMBERG Director July 10, 1998
- ---------------------------------------------------
Jeffrey Bloomberg, By Jeffrey Stone;
His Attorney-in-Fact.
/s/ MATTHEW BRONFMAN Director July 10, 1998
- ---------------------------------------------------
Matthew Bronfman, By Jeffrey Stone;
His Attorney-in-Fact.
/s/ MICHAEL CRONIN Director July 10, 1998
- ---------------------------------------------------
Michael Cronin, By Jeffrey Stone;
His Attorney-in-Fact.
</TABLE>
II-4
<PAGE> 7
SCHEDULE II
TWEETER HOME ENTERTAINMENT GROUP, INC.
VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONS
BALANCE AT --------------------------------- DEDUCTIONS BALANCE AT
BEGINNING CHARGED TO COSTS CHARGED TO NET OF END OF
DESCRIPTION OF PERIOD AND EXPENSES OTHER ACCOUNTS WRITE-OFFS PERIOD
----------- ---------- ---------------- -------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Allowance for doubtful
accounts:
Six months ended March 31,
1998........................ $631 $ -- $ -- $31 $600
Years ended
September 30, 1997.......... 440 191 -- -- 631
September 30, 1996.......... 15 427 -- 2 440
September 30, 1995.......... 15 4 -- 4 15
</TABLE>
S-1
<PAGE> 8
EXHIBIT INDEX
(a) EXHIBITS:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <C> <S>
**1.1 -- Form of Underwriting Agreement.
*3.1 -- Certificate of Incorporation of the Company.
**3.2 -- Amended and Restated Certificate of Incorporation of the
Company.
*3.3 -- Articles of Organization of New England Audio Co., Inc., as
amended.
*3.4 -- By-Laws of the Company.
**3.5 -- Amended and Restated By-Laws of the Company.
*3.6 -- By-Laws of New England Audio Co., Inc.
**3.7 -- Form of Amended and Restated Certificate of Incorporation of
the Company, to be effective immediately prior to the
closing of the Offering.
**3.8 -- Form of Amended and Restated By-Laws of the Company, to be
effective immediately prior to the closing of the Offering.
***4.1 -- Specimen Certificate representing the Common Stock.
**4.2 -- Form of Shareholders' Rights Agreement to be effective
immediately prior to the closing of the Offering.
+****5.1 -- Opinion of Goulston & Storrs, P.C. with respect to the
legality of the shares being offered.
*10.1 -- Amended and Restated Registration Rights Agreement, dated as
of May 30, 1997, as amended, among the Company and the
shareholders and warrantholders listed therein, as amended.
*10.2 -- Warrant Purchase Agreement among the Company, PNC Capital
Corp, Seacoast Capital Partners, L.P. and Exeter Venture
Lenders, L.P., dated as of May 30, 1997, as amended.
***10.3 -- Stock Purchase Warrant issued to PNC Capital Corp dated June
5, 1998 for 209,855 shares of Common Stock of the Company.
***10.4 -- Stock Purchase Warrant issued to Seacoast Capital Partners,
L.P. dated June 5, 1998 for 209,855 shares of Common Stock
of the Company.
***10.5 -- Stock Purchase Warrant issued to Exeter Venture Lenders,
L.P. dated as of June 5, 1998 for 104,928 shares of Common
Stock of the Company.
***10.6 -- Stock Purchase Warrant issued to Exeter Equity Partners,
L.P. dated as of June 5, 1998 for 104,928 shares of Common
Stock of the Company.
***10.7 -- Common Stock Warrant issued to HiFi Buys Incorporated dated
June 5, 1998 for 104,960 shares of Common Stock of the
Company.
*10.8 -- Form of Common Stock Purchase Warrant dated June 5, 1998
issued by the Company pursuant to the Warrant and Debenture
Commitment.
10.9 -- [Intentionally omitted]
10.10 -- [Intentionally omitted]
*10.11 -- Lease from James M. Salah of Boca Raton, Florida, as Trustee
of JMS Realty Trust, to the Company for premises at 40
Hudson Road, Canton, Massachusetts, dated June 11, 1991.
*10.12 -- 1995 Stock Option Plan.
**10.13 -- 1998 Plan.
**10.14 -- 1998 Outside Director Stock Plan (included as Section 12 of
1998 Plan filed as Exhibit 10.13).
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <C> <S>
**10.15 -- Employment Agreement between the Company and Samuel
Bloomberg to be effective upon the Offering.
**10.16 -- Employment Agreement between the Company and Jeffrey Stone
to be effective upon the Offering.
**10.17 -- Employment Agreement between the Company and Joseph McGuire
to be effective upon the Offering.
*10.18 -- Employment Agreement between the Company and Fred Lokoff,
dated as of May 13, 1996 and amended as of April 23, 1997.
*10.19 -- Employment Agreement between the Company and David Ginsburg,
dated as of June 1, 1997.
*10.20 -- Asset Purchase Agreement, dated as of May 30, 1997, between
the Company and HiFi Buys Incorporated.
*10.21 -- Purchase and Sale Agreement between Chadwick-Miller Inc. and
New England Audio Co., Inc. for premises at 10 Pequot Way,
Canton, MA, dated March 31, 1998.
*10.22 -- Progressive Retailers Organization, Inc. Policy and
Procedures Manual.
**11 -- Statement Re Computation of Per Share Earnings.
**21.1 -- Subsidiaries of the Company.
****23.1 -- Consent of Deloitte & Touche LLP (Boston).
****23.2 -- Consent of Deloitte & Touche LLP (Atlanta).
****23.3 -- Consent of Deloitte & Touche LLP (Philadelphia).
**23.4 -- Consent of Goulston & Storrs, P.C., counsel to the Company
(included in Exhibit 5.1).
**23.5 -- Consent of Audio Video International Magazine.
**23.6 -- Consent of TWICE Consumer Electronics Retail Registry.
**23.7 -- Consent of DVD Video Group.
*24.1 -- Power of Attorney (included on Signature Page).
**27.1 -- Financial Data Schedule.
</TABLE>
- ---------------
+ Supersedes and replaces exhibit of same numerical designation filed with
the Commission on June 8, 1998.
* Previously filed with the Commission on April 24, 1998.
** Previously filed with the Commission on June 8, 1998.
*** Previously filed with the Commission on July 8, 1998.
**** Filed herewith.
(b) FINANCIAL STATEMENT SCHEDULES
Schedule II -- Valuation and Qualifying Accounts
All other schedules have been omitted because they are not required or
because the required information is given in the Consolidated Financial
Statements or in the Notes thereto.
<PAGE> 1
EXHIBIT 5.1
Goulston & Storrs
400 Atlantic Avenue
Boston, Massachusetts 02110-3333
(617) 482-1776
July 10, 1998
Tweeter Home Entertainment Group, Inc.
40 Hudson Road
Canton, MA 02021
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-1 (the "Registration Statement"), filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, for the registration of 3,116,500 shares of Common Stock, $.01 par
value (the "Shares"), of Tweeter Home Entertainment Group, Inc., a Delaware
corporation (the "Company"). The Shares are to be sold pursuant to an
underwriting agreement (the "Underwriting Agreement") to be entered into among
the Company, on the one hand, and BT Alex. Brown, PaineWebber Incorporated, and
Dain Rauscher Wessels, a division of Dain Rauscher Incorporated, as
representatives of the several underwriters named in such Underwriting
Agreement, on the other hand.
We have reviewed the corporate proceedings taken by the Board of Directors
of the Company with respect to the authorization and issuance of the Shares. We
have also examined and relied upon originals or copies, certified or otherwise
authenticated to our satisfaction, of all corporate records, documents,
agreements or other instruments of the Company and have made all investigations
of law and have discussed with the Company's officers all questions of fact that
we have deemed necessary or appropriate in connection with this opinion letter.
We express no opinion as to the applicability of compliance with or effect
of Federal law or the law of any jurisdiction other than the General Corporation
Law of the State of Delaware. Based upon the foregoing, we are of the opinion
that upon the filing with the Secretary of State of the State of Delaware of the
Company's Amended and Restated Certificate of Incorporation in the form approved
by the Company's Board of Directors on June 1, 1998, the Shares will have been
duly authorized and, when issued and sold by the Company in accordance with the
terms of the Underwriting Agreement, will be validly issued, fully paid and
nonassessable.
-1-
<PAGE> 2
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm in the Prospectus
contained in the Registration Statement under the caption "Legal Matters."
Very truly yours,
/s/ Goulston & Storrs, P.C.
DRA/KS
-2-
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULE
We consent to the use in this Registration Statement of Tweeter Home
Entertainment Group, Inc. on Amendment No. 4 to Form S-1 of our report dated
June 5, 1998, appearing in the Prospectus, which is part of this Registration
Statement and to the reference to us under the headings "Experts" in such
Prospectus.
Our audits of the consolidated financial statements referred to in our
aforementioned report also included the consolidated financial statement
schedule of Tweeter Home Entertainment Group, Inc., listed in Item 16. This
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion based on our audits. In our opinion,
such consolidated financial statement schedule, when considered in relation to
the basic consolidated financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.
/s/DELOITTE & TOUCHE LLP
Boston, Massachusetts
July 9, 1998
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of Tweeter Home
Entertainment Group, Inc. on Amendment No. 4 to Form S-1 of our report dated
March 7, 1997 on the financial statements of HiFi Buys Incorporated for the
years ended December 31, 1996, 1995 and 1994, appearing in the Prospectus, which
is part of this Registration Statement, and to the reference to us under the
headings "Experts" in such Prospectus.
/s/DELOITTE & TOUCHE LLP
Atlanta, Georgia
July 9, 1998
<PAGE> 1
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of Tweeter Home
Entertainment Group, Inc. on Amendment No. 4 to Form S-1 of our report dated
October 20, 1995 (May 9, 1996 as to Note 2) on the combined financial statements
of Bryn Mawr Radio and Television Center, Inc. and affiliate for the year ended
August 31, 1995, appearing in the Prospectus, which is part of this Registration
Statement, and to the reference to us under the heading "Experts" in such
Prospectus.
/s/ DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
July 9, 1998
