<PAGE> 1
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): December 18, 1995
POLK AUDIO, INC.
(Exact Name of Registrant as Specified In Charter)
<TABLE>
<S> <C> <C>
MARYLAND 000-14729 52-0954180
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
</TABLE>
<TABLE>
<S> <C>
5601 Metro Drive, Baltimore, Maryland 21215
(Address of Principal Executive Offices) (ZIP Code)
</TABLE>
Registrant's telephone number, including area code (410) 358-3600
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
Item 5. Other Events.
On December 18, 1995, Polk Audio, Inc. (the "Company") announced a
reorganization of the Company's management structure; such restructuring to be
accomplished by the creation of four Strategic Business Units based on the
Company's three major product lines and manufacturing operations generally
(engineering, product development and production). The Strategic Business
Units will be Polk Home Entertainment Products, Polk Automotive Products,
Eosone International and Polk Manufacturing. Each Strategic Business Unit will
constitute a separate profit center and will also be responsible for the
marketing, sales, distribution and product line management functions of the
Unit. Each Strategic Business Unit will be managed by a senior Polk executive.
Additionally, and as part of this restructuring, James M. Herd was
appointed President of the Company. The President will report to the Chairman
and the Chief Executive Officer. Matthew S. Polk, Jr. will continue as
Chairman and will focus on issues relating to emerging technologies and market
developments. George M. Klopfer will continue as Chief Executive Officer with
particular emphasis on strategic planning and corporate finance. The Strategic
Business Unit Managers will report directly to the President.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) and (b) Financial Statements and Pro Forma Information. Not applicable.
(c) Exhibits. The following exhibits are filed with this report, and the
foregoing description is modified by reference to such exhibits:
(1) Polk Audio, Inc. Press Release dated December 18, 1995.
- 2 -
<PAGE> 3
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.
Polk Audio, Inc.
By: /s/ George M. Klopfer
---------------------------------
George M. Klopfer
Chief Executive Officer
Date: December 22, 1995
- 3 -
<PAGE> 4
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
(c)(I) Press Release of Polk Audio, Inc. dated December 18, 1995
- 4 -
<PAGE> 1
EXHIBIT (c)(1)
[POLK AUDIO LETTERHEAD]
FOR IMMEDIATE RELEASE: December 18, 1995
CONTACT: George M. Klopfer, C.E.O., Polk Audio, tel. (410) 358-3600
Hal Levin/Marty Cohen, The Levine Group, tel. (212) 682-8875
POLK AUDIO RESTRUCTURES ORGANIZATION;
JIM HERD APPOINTED PRESIDENT
Baltimore, MD.--Polk Audio, Inc. (NASDAQ:POLK) announced today a major
organizational realignment based on the Company's three broad product lines.
Manufacturing will also be restructured to serve the product line units as a
full-service operation. The goals of the restructuring are to 1) simplify the
organization to clarify lines of authority and accountability, 2) move
operational decision making further down in the organization and 3) focus
day-to-day managerial responsibility and authority to one executive. Included
in the restructuring is the appointment of James M. Herd as President.
The Company will create four Strategic Business Units (SBUs), plus two
staff departments. The SBUs are Polk Home Entertainment Products, Polk
Automotive Products, Eosone International and Polk Manufacturing.
Manufacturing will encompass engineering, product development, and all aspects
of production. Each of the "product" SBUs is also a freestanding profit center
and will be responsible for marketing, sales, distribution management and
product line management. Each SBU will be managed by a senior Polk executive
who will now have P&L and ROI responsibility for their respective units. The
SBU Managers will report directly to the President as will the heads of the two
staff areas, Marketing and Finance. The C.F.O. will also report to the Board
of Directors.
The President will report to the Chairman and the CEO, who will direct
their attention to general policy-making and long-range policy matters.
Matthew S. Polk, Jr. remains Chairman and will focus on issues relating to
emerging technologies and market developments. George M. Klopfer will
continue as Chief Executive Officer with particular emphasis on strategic
planning and corporate finance.
Commenting on the changes, Mr. Klopfer stated, "We are very excited about
the restructuring. We believe the Company will benefit from a flatter
managerial structure that enables our product managers to operate with greater
decision-making authority and profit accountability. A key element in the new
structure is Jim Herd, who will oversee all phases of day-to-day operations.
In the four years since Jim came to Polk from Bose Corporation, where he was
North American Sales Director, we have roughly doubled in size as a direct
result of the marketing and sales innovations Jim conceived and implemented.
Jim is an
<PAGE> 2
excellent manager and we are confident that under his guidance, the Company
will continue to build a growing business upon its entrepreneurial foundations
with an increasing degree of management professionalism."
Polk Audio, Inc. engineers and manufactures high quality loudspeaker
systems for the home and automotive markets which it sells through specialty
retailers in the U.S., through military post exchanges in Europe and the
Pacific, and through distributors in approximately 45 foreign countries.
#####
