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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
Amendment No. 1
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 [Fee Required]
for the fiscal year ended March 29, 1997
or
[] Transition Report pursuant Section 13 or 15(d)
of the Securities Exchange Act of 1934 [No Fee Required]
for the transition period from ___________ to ___________
Commission File No. 33-9875
______________________
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)
(508) 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:
6,000,000 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 or any amendment to this Form 10-K. []
The aggregate market value of the voting stock held by nonaffiliates of the
registrant was $48,958,827 as of June 20, 1997.
There were 3,291,366 shares of Common Stock issued and outstanding as of June
20, 1997.
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DOCUMENTS INCORPORATED BY REFERENCE
(1) Registrant's Annual Report to Stockholders for the fiscal year ended
March 29, 1997 (Items 5, 6, 7, 8 and 14 (a)(1))
(2) Proxy Statement for Registrant's Annual Meeting of Stockholders to be
held on August 12, 1997 (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
The following consolidated financial statements are incorporated by
reference to the Registrant's 1997 Annual Report to Stockholders:
Report of Independent Public Accountants.
Consolidated Balance Sheets as of March 29, 1997 and March 30, 1996.
Consolidated Statements of Income for the three years ended March 29, 1997.
Consolidated Statements of Shareholders' Equity for the three years ended
March 29, 1997.
Consolidated Statements of Cash Flows for the three years ended March 29,
1997.
Notes to Consolidated Financial Statements.
(2) Financial Statement Schedules
The following financial statement schedules are filed as part of this
report and should be read in conjunction with the consolidated financial
statements:
Report of Independent Public Accountants on Schedules
Schedule I -- Valuation and Qualifying Accounts
Other financial schedules have been omitted because they are not required
or because the required information is given in the Consolidated Financial
Statements or notes thereto.
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(3) Listing of Exhibits
Exhibits
3.A. - Articles of Organization (1)
3.B. - Amendment to Articles of Organization (1)
3.C. - Second Amendment to Articles of Organization (1)
3.D. - Bylaws (1)
4.A. - Specimen Share Certificate (1)
10.A+ - 1996 Stock Plan adopted by Boston Acoustics, Inc. on
February 20, 1996, as amended (6)
10.B.+ - 1986 Incentive Stock Option Plan adopted by Boston
Acoustics, Inc. on October 15, 1986, as amended (2)
10.C. - Lease between Boston Acoustics, Inc. and Newburyport
Turnpike Associates Limited Partnership dated August 24,
1988 relating to office and manufacturing facilities (3)
10.D. - First Amendment between Boston Acoustics, Inc. and
Newburyport Turnpike Associates Limited Partnership dated
March 23, 1994 relating to office and manufacturing
facilities (4)
10.E# - Purchase Agreement dated March 27, 1997 by and between
Gateway 2000, Inc. and Boston Acoustics, Inc. (6)
10.F - Boston Acoustics, Inc. Warrant naming Gateway 2000, Inc.
as registered holder. (6)
10.G# - Letter of Agreement dated January 14, 1997 by and between
Gateway 2000, Inc. and Boston Acoustics, Inc. (6)
13. * - 1997 Annual Report to Shareholders
21. - Subsidiaries of the Registrant (6)
23. - Consent of Independent Public Accountants (6)
27. - Financial Data Schedule (6)
99. - "Safe Harbor" Statement under Private Securities Litigation
Reform Act of 1995 (5)
* Indicates an exhibit which is filed herewith.
+ Indicates an exhibit which constitutes an executive compensation plan.
# Indicates that portions of the exhibit were omitted pursuant to a
request for confidential treatment.
________________
(1) Incorporated by reference to the similarly numbered exhibits in Part II of
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 year ended March 25, 1989.
(4) 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 26,
1994.
(5) 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.
(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 29,
1997.
(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
29, 1997 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 11th day of November 1997.
BOSTON ACOUSTICS, INC.
(Registrant)
BY: / s/Andrew G. Kotsatos
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Andrew G. Kotsatos
Chief Executive Officer
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 Director, Chief Executive 11/11/97
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Andrew G. Kotsatos Officer and Treasurer
s/Fred E. Faulkner, Jr. Director, President and 11/11/97
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Fred E. Faulkner, Jr. Chief Operating Officer
s/Debra A. Ricker-Rosato Vice President and 11/11/97
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Debra A. Ricker-Rosato Chief Accounting Officer
s/George J. Markos Director 11/11/97
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George J. Markos
s/Lisa M. Mooney Director 11/11/97
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Lisa M. Mooney
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