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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 31, 1997
POLK AUDIO, INC.
(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
MARYLAND 000-14729 52-0954180
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
5601 METRO DRIVE, BALTIMORE, MARYLAND 21215
(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code (410) 358-3600
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Item 5. Other Events
On December 31, 1997, Polk Audio, Inc. (the "Company") announced it
has invested $500,000 in Genesis Technologies, Inc. ("Genesis") of Eagle,
Colorado through the purchase of convertible preferred securities. As part of
the same transaction, the Company also obtained a 3-year option to purchase the
entire business of Genesis.
On December 31,1997, Polk Audio, Inc. appointed Dennis Shaughnessy to
its Board of Directors. Mr. Shaughnessy will serve as an interim appointee
until the next Annual Meeting when it is expected that he will be nominated to
a full-term. Mr. Shaughnessy is a partner at Grotech Capital Group.
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) Two Polk Audio, Inc. Press Releases dated December 31, 1997.
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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 hereunto duly authorized.
Polk Audio, Inc.
/s/ George M. Klopfer
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George M. Klopfer
Chief Executive Officer
Date: January 5, 1998
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[POLK AUDIO LETTERHEAD]
PRESS RELEASE
For immediate release
Contact: George Klopfer (CEO); Jim Herd (President); Gary Davis (CFO) - 410 358
3600
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Baltimore, MD, December 29, 1997
Polk Audio, Inc. (AMEX: PKA), a manufacturer of high-quality loudspeaker
systems, announced today that it has invested $500,000 in convertible preferred
securities of Genesis Technologies, Inc. of Eagle, Colorado ("Genesis"). As part
of the same transaction Polk has also obtained a 3 year option to purchase the
entire business of Genesis.
Genesis is a manufacturer of high-end audiophile-oriented loudspeaker systems
and digital electronics. The principals of Genesis are Arnie Nudell, Paul
McGowan and Mark Schifter, all industry veterans with many decades' experience
between them.
Commenting on this development, Polk Audio's CEO George Klopfer observed:
"This investment cements a closer relationship between Polk and Genesis. Already
our business dealings with Genesis, involving our cooperation in creating the
Eosone line of products sold through Best Buy Company, have produced valuable
benefits for both companies. In the meantime we note that sales of Genesis' own
line of products have grown at a very satisfying rate in the last year or two.
Accordingly we are pleased to be able to provide this additional financing to
them to enable them to continue their recent growth. Genesis has been able to
firmly establish for itself an enviable reputation among the most knowledgeable
and affluent buyers of audio products around the world, for designing and
building the very best, no-holds-barred, reference-class products available in
the market today. For the future we have identified some additional areas of
common interest where we may be able to cooperate to our mutual further profit."
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. Those statements include statements
regarding the intent, belief or current expectations of Polk and its management.
Prospective investors are cautioned that any such forward-looking statements are
not guaranties of future performance and involve a number of risks and
uncertainties, that include, among others, the possibility that Genesis may not
achieve the operating results predicted. Polk assumes no obligation to update
the information contained in this Press Release, whether as a result of new
information, future events or otherwise.
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[POLK AUDIO LETTERHEAD]
PRESS RELEASE
For Immediate Release
Contact: George Klopfer, CEO (410) 358 3600
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Baltimore, MD, December 29, 1997
Polk Audio (AMEX: PKA), a manufacturer of high-quality speaker systems,
announced today that it has appointed Dennis Shaughnessy to its Board of
Directors. Mr Shaughnessy will serve as an interim appointee until the next
Annual Meeting at which time it is expected that he will be nominated to a full
term.
Mr Shaughnessy is a partner at Grotech Capital Group, a leading Mid-Atlantic
venture capital firm. Prior to joining Grotech, Mr Shaughnessy was the CEO and
President of CRI International, Inc., which was sold to Shell Oil in 1989.
Mr Shaughnessy is also a director of Forensic Technologies, Inc., Annapolis, MD
(NASDAQ: FTIC); Secured Computing, Inc., San Jose, CA (NASDAQ: SCUR); Tessco
Technologies, Inc., Hunt Valley MD (NASDAQ: TESS); and US Vision, Philadelphia
PA (NASDAQ: USVI). In addition to these public company boards, Mr Shaughnessy
also serves on the boards of several private companies and as a trustee of the
Baltimore Museum of Art.
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