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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
for the fiscal year ended March 30, 2002
or
[_] Transition Report pursuant Section 13 or 15(d)
of the Securities Exchange Act of 1934
for the transition period from __________ to __________
Commission File No. 33-9875
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BOSTON ACOUSTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
Massachusetts 04-2662473
(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Identification No.)
Organization)
300 Jubilee Drive
Peabody, Massachusetts 01960
(Address of Principal Executive Offices) (Zip Code)
(978) 538-5000
(Registrant's Telephone Number,Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
None.
Securities registered pursuant to Section 12(g) of the Act:
8,000,000 shares of Common Stock ($.01 Par Value)
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [_]
Indicate by check mark if the disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A or any amendment to
this Form 10-K/A. [_]
The aggregate market value of the voting stock held by non-affiliates of the
registrant was $39,187,949 as of June 3, 2002.
There were 4,595,595 shares of Common Stock issued and outstanding as of June 3,
2002.
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DOCUMENTS INCORPORATED BY REFERENCE
(1) Registrant's Annual Report to Stockholders for the fiscal year ended March
30, 2002 (Part II, Items 5, 6, 7, 8 and Part III, Item 14 (a)(1))
(2) Proxy Statement for Registrant's Annual Meeting of Stockholders to be held
on August 13, 2002 (Part IV, Items 10, 11, 12 and 13)
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K.
(a) The following documents are included as part of this report:
(1) Financial Statements
See the Index to Financial Statements following Page 20 of this report.
(3) Listing of Exhibits
Exhibits
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3.1. - Articles of Organization (1)
3.2. - Amendment to Articles of Organization (1)
3.3. - Second Amendment to Articles of Organization (1)
3.4. - Bylaws (1)
4.1. - Specimen Share Certificate (1)
10.1.+ - 1996 Stock Plan adopted by Boston Acoustics, Inc.
on February 20, 1996, as amended (3)
10.2.+ - 1986 Incentive Stock Option Plan adopted by Boston
Acoustics, Inc. on October 15, 1986, as amended (2)
10.3.+ - 1997 Stock Plan adopted by Boston Acoustics, Inc. on May 28,
1997, as amended (7)
10.4.# - Purchase Agreement dated March 27, 1997 by and between
Gateway 2000, Inc. and Boston Acoustics, Inc. (3)
10.5.# - Letter of Agreement dated January 14, 1997 by and between
Gateway 2000, Inc. and Boston Acoustics, Inc. (3)
10.6.# - Master Supply Agreement dated July 19, 1999 by and between
Gateway, Inc. and Boston Acoustics, Inc. (4)
10.7.# - Letter of Agreement dated December 22, 1997 by and between
Gateway 2000, Inc. and Boston Acoustics, Inc. (5)
10.8.# - Letter of Agreement dated May 14, 1998 by and between
Gateway 2000, Inc. and Boston Acoustics, Inc. (8)
10.9. ** - Amended and Restated Loan Agreement dated as of May 1, 2002
between Boston Acoustics, Inc. and Citizens Bank of
Massachusetts.
10.10.** - Amended and Restated Revolving Credit Note dated as of May
1, 2002 in the amount of $25,000,000 made by Boston
Acoustics, Inc. payable to the order of Citizens Bank of
Massachusetts.
13. * - 2002 Annual Report to Shareholders
21. - Subsidiaries of the Registrant (3)
23. ** - Consent of Independent Public Accountants
99.1 - "Safe Harbor" Statement under Private Securities Litigation
Reform Act of 1995 (6)
99.2 ** - Letter to the Securities and Exchange Commission regarding
Arthur Andersen LLP
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* Indicates an exhibit which is filed herewith.
* * Indicates an exhibit which is filed previously.
+ Indicates an exhibit which constitutes an executive compensation plan.
# Indicates that portions of the exhibit have been omitted pursuant to an
order granting a request for confidential treatment.
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(1) Incorporated by reference to the similarly numbered exhibits in Part II of
the Company's Registration Statement on Form S-1, File No. 33-9875.
(2) Incorporated by reference to the similarly numbered exhibit in Item 14 of
the Company's Annual Report on Form 10-K for the year ended March 27, 1993.
(3) Incorporated by reference to the similarly numbered exhibit in Item 14 of
the Company's Annual Report on Form 10-K for the fiscal year ended March 29,
1997.
(4) Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report
on Form 10-Q for fiscal quarter ended September 25, 1999.
(5) Incorporated by reference to Exhibit 10.A. to the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended December 27, 1997.
(6) Incorporated by reference to the similarly numbered exhibit in Item 14 of
the Company's Annual Report on Form 10-K for the fiscal year ended March 30,
1996.
(7) Incorporated by reference to Exhibit 4.1. to the Company's Registration
Statement on Form S-8, File No. 333-84714.
(8) Incorporated by reference to Exhibit 10.L. to the Company's Annual Report on
Form 10-K for the fiscal year ended March 28, 1998.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the last quarter
covered by this report, and no other such reports were filed subsequent to March
30, 2002 through the date of this report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Peabody,
Commonwealth of Massachusetts, on the 23rd day of July 2002.
BOSTON ACOUSTICS, INC.
(Registrant)
BY: /s/ Andrew G. Kotsatos
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Andrew G. Kotsatos
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signatures Capacities Date
/s/ Andrew G. Kotsatos 7/23/02
- ------------------------------ Director, Chairman of the ------------
Andrew G. Kotsatos Board and Treasurer
/s/ Moses A. Gabbay 7/23/02
- ------------------------------ Director and Chief Executive ------------
Moses A. Gabbay Officer
/s/ Allan J. Evelyn 7/23/02
- ------------------------------ Director and President ------------
Allan J. Evelyn
/s/ Debra A. Ricker-Rosato 7/23/02
- ------------------------------ Vice President and ------------
Debra A. Ricker-Rosato Chief Accounting Officer
/s/ Alexander E. Aikens, III 7/23/02
- ------------------------------ Director ------------
Alexander E. Aikens, III
/s/ George J. Markos 7/23/02
- ------------------------------ Director ------------
George J. Markos
/s/ Lisa M. Mooney 7/23/02
- ------------------------------ Director ------------
Lisa M. Mooney
/s/ Fletcher H. Wiley 7/23/02
- ------------------------------ Director ------------
Fletcher H. Wiley
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