- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 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 Date of Report: June 3, 1998 (Date of earliest event reported) GUITAR CENTER, INC. (exact name of registrant as specified in its charter) DELAWARE COMMISSION FILE: 95-4600862 (State or other jurisdiction of 000-22207 (I.R.S. Employer incorporation or organization) Identification No.) 5155 CLARETON DRIVE AGOURA HILLS, CALIFORNIA (Address of Principal executive offices, including zip code) (818) 735-8800 (Registrant's telephone number, including area code) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS In connection with the Registration Statement on Form S-3 (File No. 333-53269), the Company executed an underwriting agreement by and among the Company, Donaldson, Lufkin & Jenrette Securities Corporation and the Selling Stockholders (as defined therein) on June 3,1998, a copy of which is filed herewith as Exhibit 1.1 and incorporated herein by this reference. * * * * * ITEM 7. FINANCIAL STATEMENT AND EXHIBITS. EXHIBIT NO. DESCRIPTION - ------- ----------- 1.1 Underwriting Agreement dated June 3, 1998, by and among the Company, Donaldson, Lufkin & Jenrette Securities Corporation and the Selling Stockholders 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 hereunto duly authorized. GUITAR CENTER, INC. Date: June 3, 1998 By /s/ BRUCE ROSS ------------------------------------ NAME: Bruce Ross TITLE: Executive Vice President and Chief Financial Officer EXHIBIT INDEX SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION PAGE - ------- ----------- ------------ 1.1 Underwriting Agreement dated June 3, 1998, by and among the Company, Donaldson, Lufkin & Jenrette Securities Corporation and the Selling Stockholders