- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 3, 1997 Date of Report (Date of earliest event reported) ---------------------- DECRANE AIRCRAFT HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 0-22371 34-1645569 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 2361 Rosecrans Avenue, Suite 180, El Segundo, CA 90245 (Address, including zip code, of principal executive offices) (310) 725-9123 (Registrant's telephone number, including area code) ---------------------- 155 Montrose West Avenue, Suite 210, Copley, OH 44321 (330) 668-3061 (Former address and telephone number of principal executive offices, if changed since last report) ---------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS DEFINITIVE AGREEMENT TO ACQUIRE AUDIO INTERNATIONAL, INC. A copy of the press release issued by the Company on November 3, 1997 with respect to the Company signing a definitive agreement to acquire Audio International, Inc. is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of the definitive purchase is also attached hereto as Exhibit 99.2 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. c. Exhibits. EXHIBIT NO. EXHIBIT DESCRIPTION ------- --------------------------------------------------------------- 99.1 Press release issued by DeCrane Aircraft Holdings, Inc. on November 3, 1997 99.2 Stock Purchase and Sale Agreement by and among Robert S. Brown, Rick Marsh and Wayne Richie, the shareholders of Audio International, Inc., and DeCrane Aircraft Holdings, Inc. 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. DECRANE AIRCRAFT HOLDINGS, INC. November 3, 1997 By: /s/ R. JACK DECRANE --------------------------------- Name: R. Jack DeCrane Title: Chairman of the Board and Chief Executive Officer November 3, 1997 By: /s/ ROBERT A. RANKIN --------------------------------- Name: Robert A. Rankin Title: Chief Financial Officer and Secretary -2- EXHIBIT INDEX EXHIBIT NO. EXHIBIT DESCRIPTION ------- --------------------------------------------------------------- 99.1 Press release issued by DeCrane Aircraft Holdings, Inc. on November 3, 1997 99.2 Stock Purchase and Sale Agreement by and among Robert S. Brown, Rick Marsh and Wayne Richie, the shareholders of Audio International, Inc., and DeCrane Aircraft Holdings, Inc.