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 5, 1997
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SOUND ADVICE, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA
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(State or other jurisdiction of incorporation)
0-15194 59-1520531
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(Commission File Number) (IRS Employer Identification No.)
1901 TIGERTAIL BOULEVARD
DANIA, FLORIDA 33004
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code (954) 922-4434
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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 May 7, 1997, Sound Advice, Inc. ("Registrant") issued a press
release announcing the decision of its Board of Directors to adopt a Common
Stock Purchase Rights Agreement.
Reference is made to the press release filed as Exhibit 99 hereto. The
information set forth in Exhibit 99 is hereby incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
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4.1 Form of 1997 Common Stock Purchase Rights Agreement,
dated as of May 5, 1997, between the Registrant and
American Stock Transfer & Trust Company.(1)
99 Press release, dated May 7, 1997, announcing the
Registrant's adoption of a Common Stock Purchase Rights
Agreement.(2)
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(1) Incorporated by reference to the same exhibit number filed as part of
the Registrant's Registration Statement on Form 8-A, filed on May 13,
1997.
(2) Filed herewith.
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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.
SOUND ADVICE, INC.
Dated: May 13, 1997 By:/S/ PETER BESHOURI
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Peter Beshouri,
Chairman of the Board, President and
Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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99 Press release, dated May 7, 1997, announcing the
Registrant's adoption of the 1997 Common Stock Purchase
Rights Plan
SOUND ADVICE, INC. ADOPTS
COMMON STOCK PURCHASE RIGHTS PLAN
Dania, Florida, May 7, 1997 -Sound Advice, Inc. (NASDAQ/NM:SUND)
announced today that its Board of Directors adopted a Common Stock Purchase
Rights Plan and declared a dividend distribution of one Common Stock Purchase
Right on each outstanding share of the Company's common stock.
The Company stated that the Rights Plan is similar to those adopted by
many other public companies. The Rights are designed to ensure that all of Sound
Advice's shareholders receive fair and equal treatment in the event of any
proposed takeover of the Company and to guard against partial tender offers,
squeeze-outs, open market accumulations and other coercive or unfair tactics to
gain control of the Company which might provide inadequate value to
shareholders. The Plan is a precaution taken to protect the rights of Sound
Advice shareholders.
The Rights are intended to enable all Sound Advice shareholders to
realize the long-term value of their investment in the Company. They will not
prevent a takeover, but should encourage anyone seeking to acquire the Company
to negotiate with the Board prior to attempting a takeover.
Each Right has an initial exercise price of $12.00 for one share of the
Company's common stock. The Rights will be exercisable only if a person or group
acquires 15% or more of Sound Advice's common stock (or 10% of such stock under
certain circumstances) or announces a tender offer the consummation of which
would result in ownership by a person or group of 15% or more of the common
stock (or 10% of such stock under certain circumstances). Upon such occurrence,
each Right (other than Rights owned by such person or group) will entitle the
holder to purchase from the Company the number of shares of the Company's common
stock having a market value equal to twice the exercise price of the Right.
If Sound Advice is acquired in a merger or other business combination
transaction, or sells more than 50% of its assets or earning power, after a
person or group has acquired 15% or more of the Company's outstanding common
stock (or 10% of such stock under certain circumstances), each Right (other than
Rights owned by such person or group) will entitle its holder to purchase, at
the Right's then-current exercise price, a number of the acquiring company's
common shares having a market value of twice such price.
Following the acquisition by a person or group of 15% or more of the
Company's common stock (or 10% of such stock under certain circumstances) and
prior to an acquisition of 50% or more of the common stock, the Board of
Directors may exchange the Rights (other than Rights owned by such person or
group) at an exchange ratio of one share of common stock per Right.
Prior to the acquisition by a person or group of beneficial ownership
of 15% or more of the Company's common stock (or 10% of such stock under certain
circumstances), the Rights are redeemable for $.001 per Right at the option of
the Board of Directors.
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The dividend distribution will be made on May 16, 1997, payable to
shareholders of record on that date. The Rights will expire on May 4, 2007. The
Rights distribution is not taxable to shareholders.
Sound Advice, Inc. is a specialty retailer of a broad range of high
quality, upscale entertainment and consumer electronics products. It currently
operates 21 stores in the South Florida, Orlando, Tampa/St. Petersburg, Ft.
Myers and Jacksonville markets.
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