As filed with the Securities and Exchange Commission on March 21, 2002.
Registration No. 333-_________
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BOSTON ACOUSTICS, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2662473
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 Jubilee Drive
Peabody, Massachusetts 01960
(Address, including zip code, of principal executive offices)
1997 Stock Plan, as amended
(Full title of the plan)
Andrew G. Kotsatos
Chairman, Chief Executive Officer and Treasurer
Boston Acoustics, Inc.
300 Jubilee Drive
Peabody, Massachusetts 01960
(Name and address of agent for service)
(978) 538-5000
(Telephone number, including area code, of agent for service)
copies to:
William E. Kelly, Esq.
Nixon Peabody LLP
101 Federal Street
Boston, MA 02110
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, par 500,000 shares $10.11 $5,055,000 $465.06
value $0.01 per
share
=======================================================================================================================
(1) The exercise price of options issued pursuant to the 1997 Stock Plan, as
amended, is determined at the time of grant. None of the shares being
registered hereunder are subject to outstanding options. Accordingly, the
proposed maximum offering price of $10.11 per share, which is the average
of the high and low prices of the Common Stock, $10.15 and $10.06
respectively, as reported on the Nasdaq National Market System on March 15,
2002, is set forth solely for purposes of calculating the filing fee
pursuant to Rules 457(c) and (h).
-2-
EXPLANATORY NOTE
We filed a Registration Statement on Form S-8 on August 31, 1998
(Registration No. 333-62581) (the "Prior Registration Statement"), to register
under the Securities Act of 1933, as amended, 450,000 shares of common stock,
par value $0.01 per share ("Common Stock") issuable by us under our 1997 Stock
Plan (the "Plan"). This Registration Statement registers 500,000 additional
shares of Common Stock issuable under the Plan, as amended. Pursuant to General
Instruction E, the contents of the Prior Registration Statement are hereby
incorporated by reference, except as specifically superceded by statements made
herein.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of Common Stock offered hereunder will be passed
upon for us by Nixon Peabody LLP, 101 Federal Street, Boston, Massachusetts
02110. William E. Kelly, a partner in Nixon Peabody LLP, is our Clerk.
Item 8. Exhibits.
Exhibit No. Description of Exhibits
- ----------- -----------------------
*4.1. 1997 Stock Plan, as amended.
**4.2. Form of Incentive Stock Option Agreement.
**4.3. Form of Non-Statutory Stock Option Agreement.
*5.1. Opinion of Nixon Peabody LLP regarding legality.
*23.1. Consent of Arthur Andersen LLP.
*23.2. Consent of Nixon Peabody LLP (included in its opinion filed as
Exhibit 5.1).
*24.1. Power of Attorney (included as part of the signature page of this
Registration Statement).
______________________________
*Filed herewith.
**Previously filed as an exhibit to the Registrant's Registration Statement on
Form S-8 (File No. 333-62581) filed on August 31, 1998 and incorporated by
reference herein.
-3-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Peabody, Commonwealth of Massachusetts, on this
21st day of March 2002.
BOSTON ACOUSTICS, INC.
By: /s/ Andrew G. Kotsatos
------------------------------
Andrew G. Kotsatos
Chairman, Chief Executive Officer and
Treasurer
-4-
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Boston Acoustics, Inc.,
hereby severally constitute and appoint Andrew G. Kotsatos our true and lawful
attorney-in-fact and agent, with full power of substitution, to sign for us in
our names in the capacities indicated below any and all amendments to this
Registration Statement to be filed with the Securities and Exchange Commission
and hereby ratify and confirm all that such attorney-in-fact and agent shall
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Andrew G. Kotsatos Chairman, Chief Executive Officer, March 21, 2002
- --------------------------- Treasurer and Director
Andrew G. Kotsatos
/s/ Moses A. Gabbay President, Chief Operating Officer March 21, 2002
- --------------------------- and Director
Moses A. Gabbay
/s/ Debra A. Ricker-Rosato Vice President and March 21, 2002
- --------------------------- Chief Accounting Officer
Debra A. Ricker-Rosato
Director
- ---------------------------
Alexander E. Aikens, III
/s/ George J. Markos Director March 21, 2002
- ---------------------------
George J. Markos
/s/ Lisa M. Mooney Director March 21, 2002
- ---------------------------
Lisa M. Mooney
Director
- ---------------------------
Fletcher H. Wiley
-5-
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
*4.1. 1997 Stock Plan, as amended.
**4.2. Form of Incentive Stock Option Agreement.
**4.3. Form of Non-Statutory Stock Option Agreement.
*5.1. Opinion of Nixon Peabody LLP regarding legality.
*23.1. Consent of Arthur Andersen LLP.
*23.2. Consent of Nixon Peabody LLP (included in its opinion filed
as Exhibit 5.1).
*24.1. Power of Attorney (included as part of the signature page of
this Registration Statement).
______________________________
*Filed herewith.
**Previously filed as an exhibit to the Registrant's Registration Statement on
Form S-8 (File No. 333-62581) filed on August 31, 1998 and incorporated by
reference herein.