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): December 2, 1999
HARVEY ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 1-4626 13-1534671
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification Number)
incorporation)
205 Chubb Avenue, Lyndhurst, New Jersey 07071
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (201) 842-0078
N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On December 2, 1999, Harvey Electronics, Inc. (the "Company") announced
it had reached an agreement in principle with CoolAudio.com, Inc. ("CoolAudio")
to merge the two companies in a stock for stock transaction pursuant to which
CoolAudio will merge with and into the Company. After giving effect to the stock
for stock exchange, the current stockholders of CoolAudio will own approximately
eighty (80%) percent of the issued and outstanding voting securities of the
Company. The proposed merger is subject to, and contingent upon, the final
approval of the Board of Directors of the respective companies, the execution of
definitive merger documents, and the affirmative vote of the shareholders of
both companies. There can be no assurance that the proposed merger will be
consummated.
Reference is made to the Company's related press release attached hereto
as Exhibit 99.01 and incorporated by reference herein (including, without
limitation, the information set forth in the cautionary statement contained in
the sixth paragraph of the press release).
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.01 Press Release dated December 2, 1999.
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.
HARVEY ELECTRONICS, INC.
By: /s/ Joseph J. Calabrese
-----------------------
Joseph J. Calabrese, Executive Vice President
Chief Financial Officer, Treasurer, and Secretary
Date: December 13, 1999
Exhibit 99.01
For Immediate Release
Harvey Electronics, Inc.
And CoolAudio.com, Inc.
Announce a Proposed Merger
Lyndhurst, NJ - December 1, 1999 Harvey Electronics, Inc. (the "Company",
"Harvey" or "Harvey Electronics") (NASDAQ SmallCap Market: symbols "HRVE" and
"HRVEW") has reached an agreement in principle with CoolAudio.com, Inc.,
("CoolAudio") to merge the two companies through an exchange of common stock.
The proposed merger will result in CoolAudio's shareholders owning approximately
80% of the newly combined entity. The combined company will have in excess of 16
million shares of common stock outstanding.
The proposed merger is subject to, and contingent upon, the final approval of
the Board of Directors of the respective companies, the execution of definitive
merger documents, and the affirmative vote of the shareholders of both
companies. There can be no assurance that the proposed merger will be
consummated.
"There are tremendous synergies between Harvey Electronics and CoolAudio. The
depth of Harvey's relationships with high-end manufacturers and its long
established reputation for quality merchandise and service, when combined with
CoolAudio's infrastructure and state-of-the-art e-commerce technologies will
give consumers unparalleled opportunities. The combined company will enable
consumers to shop and buy Best of Class home entertainment products via the
website in the comfort of their homes or in the relaxed low pressure atmosphere
of one of Harvey's seven retail showrooms", stated Raj Bhatia, Chairman and CEO
of CoolAudio and Franklin Karp, President of Harvey Electronics.
Mr. Karp continued, "This merger will not only further enhance our traditional
retail business, but more importantly it will position us to capitalize on
the convergence of information technology and the Internet. It will be a
new Harvey Electronics for a new Millennium."
Mr. Bhatia added, "This marriage will bring together the best of traditional
brick and mortar stores with all the advantages of the Internet. It will serve
as a blueprint for additional, similar and equally complementary relationships
across the country. Whether on the web, in a Harvey showroom, or on the phone,
any day of the week, a trained audio/video specialist offers superior customer
service and support before, during and after the sale. Through a developing
nationwide network of installers, Harvey/CoolAudio will be able to deliver,
set-up and demonstrate a home theater system, anywhere in the country."
<PAGE>
December 1, 1999 (continued)
Page 2 - Press Release
From time to time, information provided by the Company, statements made by its
employees or information included in its filings with the Securities and
Exchange Commission may contain statements, which are so-called "forward-looking
statements" and not historical facts. These forward-looking statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The Company's actual future results may differ significantly
from those stated in any forward-looking statements. Forward-looking statements
involve a number of risks and uncertainties, including, but not limited to,
product demand, pricing, market acceptance, litigation, risks in product and
technology development and other risk factors detailed in the Company's
Prospectus dated March 31, 1998 and from time to time in the Company's
Securities and Exchange Commission reports including its Form 10-KSB and Forms
10-QSB.
Harvey Electronics is a leading New York based retailer of high quality,
exclusive home theater and audio products. The Company currently operates six
Harvey locations: two in Manhattan and four suburban locations in Paramus, New
Jersey; Mt. Kisco, New York; Greenwich, Connecticut; and in Greenvale/Roslyn, on
the north shore of Long Island. The new Bang & Olufsen branded store in the
Union Square area of lower Manhattan is the Company's seventh store.
CoolAudio, an innovative on-line retailer, is the first e-commerce company to
offer "Best of Class" audio and video products in all price categories from
leading manufacturers around the world. Its mix of exclusive and popular
products is customized to meet individual tastes and budgets and is supported by
a network of custom installation professionals and dealers, on-line advice and
in-depth information resources. Based in New York City, CoolAudio operates
fulfillment and customer support operations in Charlottesville, Virginia.
Please visit a Harvey showroom or our Bang & Olufsen store at Broadway and 21st
and ask about our Trade-In and Trade-Up Program. Turn your ordinary audio
components into cash, to be used toward the extraordinary products you have
always wanted. Experience Harvey home theater 1, 2, 3, our good, better and best
home theater systems, each including a high definition television, DVD player
and one, easy to operate, remote control.
Visit Harvey Electronics on-line at www.harveyonline.com.
Visit CoolAudio on-line at www.coolaudio.com.
<PAGE>
December 1, 1999 (continued)
Page 3 - Press Release
CONTACTS:
Michael E. Recca, Chairman of the Board
Tel. (914) 712-0620
Fax (914) 738-7651
Franklin C. Karp, President
Joseph J. Calabrese, Executive Vice President & CFO
Harvey Electronics, Inc.
Tel. (201) 842-0078
Fax (201) 842-0660
Raj Bhatia, Chairman & CEO
Eric Schwartzman, Director of Strategic and Business Development
CoolAudio.com
Tel (212) 582-8206
Fax (212) 582-8240
