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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): JUNE 21, 1996
BOSTON ACOUSTICS, INC.
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(Exact name of Registrant as Specified in its Charter)
MASSACHUSETTS 33-9875 04-2662473
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
300 JUBILEE DRIVE, PEABODY, MASSACHUSETTS 01960
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(Address of Principal Executive Offices) (Zip Code)
(508) 538-5000
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER INFORMATION
On June 21, 1996, a subsidiary of the registrant acquired substantially
all of the assets and certain obligations of Snell Acoustics, Inc., effective
as of May 31, 1996 (the "Snell Acquisition"). Snell Acoustics, Inc. was a
Massachusetts corporation engaged in the business of manufacturing high-end
home entertainment loudspeaker systems. On June 21, 1996, the registrant
issued a press release with respect to the Snell Acquisition which is
attached hereto as Exhibit 99A.
Under Item 2 of Form 8-K the registrant was not deemed to have acquired a
significant amount of assets in the Snell Acquisition. Consequently, the
registrant was not required to provide any information under Item 2 of Form
8-K or any financial statements or pro forma financial information under Item
7 of Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
Exhibit 99 - "Safe Harbor" Statement under Private Securities
Litigation Reform Act of 1995
Exhibit 99A - Registrant's Press Release dated June 21, 1996
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.
BOSTON ACOUSTICS, INC.
Date: July 17, 1996 By: /s/ Francis L. Reed
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Francis L. Reed
Chief Executive Officer and Treasurer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
Date: July 17, 1996 By: /s/ Andrew G. Kotsatos
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Andrew G. Kotsatos
President and Assistant Treasurer
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EXHIBIT 99
"SAFE HARBOR" STATEMENT UNDER PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995
Forward-looking statements made by or on behalf of the Boston Acoustics,
Inc. (the "Company") represent the Company's reasonable judgement on the
future and are subject to risks and uncertainties. Actual results may differ
materially from those projected in the forward-looking statements. Such
risks and uncertainties include, among others:
DISCRETIONARY CONSUMER SPENDING; SEASONALITY. Purchases of home
entertainment and automotive audio products are discretionary for consumers.
The success of the Company is influenced by a number of economic factors
affecting disposable consumer income, such as employment levels, business
conditions, interest rates and taxation rates. Adverse changes in these
economic factors, among others, may restrict consumer spending, thereby
negatively affecting the Company's sales and profitability.
The Company's business is highly seasonal due to consumer spending
patterns which tend to result in significantly stronger home speaker sales in
the period of October through March and automotive speaker sales in the
period of April through October. It is unlikely that this pattern will
change significantly in the future. Although the Company believes that the
seasonality of its business is primarily the result of the timing of consumer
demand for its products, fluctuations in operating results can also result
from other factors affecting the Company and its competitors, including new
product developments or introductions, availability of components for resale,
competitive pricing pressures, changes in product mix and pricing and product
reviews and other media coverage. Due to the seasonality of its business,
the Company's results for interim periods are not necessarily indicative of
its results for the year.
HIGHLY COMPETITIVE INDUSTRY. The market for home and automotive speaker
systems is served by many companies, both foreign and domestic, and is
fragmented and highly competitive. Some of these competitors have
significantly greater financial, marketing, manufacturing and technological
resources than the Company and may offer lower audio product prices on
competing products.
Competition in the design and manufacture of new and innovative speakers
is intense. There can be no assurance that the Company will be able to
continue to compete successfully by introducing products or performance
features on a timely basis or by adding new features to its products while
limiting increases in prices. Furthermore, in recent years many retailers of
non-proprietary audio components have regularly lowered prices, and the
Company expects these pricing pressures to continue. These pricing pressures
may adversely affect the Company's operating results.
DEPENDENCE ON KEY PERSONNEL. The Company's success depends to a large
extent upon the efforts and abilities of its co-founders, Francis L. Reed,
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Director, Chief Executive Officer and Treasurer, and Andrew G. Kotsatos,
President and Assistant Clerk. The loss of either of these key managers could
have a material adverse effect on the Company. The Company does not have key
man insurance policies on the lives of Messrs. Reed and Kotsatos. In
addition, the Company is dependent in part on its ability to hire and retain
qualified managerial personnel. Although the Company to date has been able to
hire and retain such personnel, there can be no assurance that the Company
will be successful in recruiting and retaining such personnel in the future.
There are no employment agreements between the Company and any of its key
employees.
MANAGEMENT OF ACQUISITION OF SNELL ACOUSTICS. On June 21, 1996, the
Company purchased the business of Snell Acoustics, Inc., a manufacturer of
high-end home entertainment loudspeaker systems. The business of Snell
Acoustics has recently been operating at a loss. There can be no assurance
that the Company will be able to manage the business of Snell Acoustics
profitably or that its operation of the business of Snell Acoustics will not
have a detrimental effect on the consolidated operations of the Company.
CONTROL BY MANAGEMENT STOCKHOLDERS. The Company's officers, directors
and related persons will continue to own, of record and beneficially, 49.2%
of the outstanding shares of the Common Stock (not including shares issuable
upon exercise of outstanding options). As a result, such persons, if they
act in concert, may have the ability to control the Company and direct its
affairs and business and to determine the outcome of corporate actions
requiring stockholder approval. This control by existing stockholders may be
have the effect of delaying or preventing a change in control of the Company
and could result in the denial to minority stockholders of a premium price
for their stock in a change in control.
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EXHIBIT 99A
REGISTRANT'S PRESS RELEASE DATED JUNE 21, 1996
BOSTON ACOUSTICS
______________________________________________________________________________
300 Jubilee Drive
P.O. Box 6015
Peabody, MA 01961-6015
(508) 538-5000
For Immediate Release Contact: Boston Acoustics
- --------------------- Debra Ricker-Rosato
508-538-5000
BOSTON ACOUSTICS COMPLETES ACQUISITION OF
SNELL ACOUSTICS
NAMES IRA FRIEDMAN AS PRESIDENT OF SNELL ACOUSTICS SUBSIDIARY
PEABODY, Mass., June 21, 1996 -- Boston Acoustics' Chairman and CEO
Frank Reed today announced the completion of the acquisition of the business
of Snell Acoustics, Inc., and named Ira Friedman as President of its new
Snell subsidiary.
The assets of Snell Acoustics were purchased by BA Acquisition Corp., a
wholly-owned subsidiary of Boston Acoustics, Inc. Snell Acoustics
manufacturers high-end home loudspeaker systems for the audiophile market at
its factory in Haverhill, Massachusetts.
Mr. Friedman joined Boston Acoustics in 1989 as Director of Marketing
and was promoted to Vice President of Marketing in 1991. He assumed
responsibilities for international sales in 1994. Friedman, who holds an MBA
from the Harvard Business School, previously worked as a marketing consultant
for various advertising agencies in San Diego, CA.
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"Snell will immediately benefit from our infusion of operating capital,"
stated Mr. Reed, "And, in Ira Friedman, it has a capable and talented leader
to strengthen its market position and to grow into a significant factor in
the home entertainment business."
"Snell will be operated as an autonomous subsidiary. We expect it to be
a vigorous competitor to us, as well as others in the industry," added Boston
Acoustics President Andy Kotsatos.
Established in 1979 by Frank Reed and Andy Kotsatos, Boston Acoustics
(NASDAQ:BOSA) manufacturers and markets high performance, high value
loudspeaker systems for use in homes and cars. The Company recently
relocated to its custom-built 150,000 square foot manufacturing and office
facility in Peabody, Mass.
