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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(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 28, 1998
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
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:
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 $76,536,075 as of June 24, 1998.
There were 3,318,264 shares of Common Stock issued and outstanding as of June
24, 1998.
- --------------------------------------------------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE
(1) Registrant's Annual Report to Stockholders for the fiscal year ended March
28, 1998 (Items 5, 6, 7, 8 and 14 (a)(1))
(2) Proxy Statement for Registrant's Annual Meeting of Stockholders to be held
on August 11, 1998 (Items 10, 11, 12 and 13)
BOSTON ACOUSTICS, INC.
Securities and Exchange Commission
Item Number and Description Page
PART I
ITEM 1. Business 1
ITEM 2. Properties 7
ITEM 3. Legal Proceedings 7
ITEM 4. Submission of Matters to a Vote of Security Holders 7
PART II
ITEM 5. Market for Registrant's Common Equity
and Related Stockholder Matters 8
ITEM 6. Selected Financial Data 8
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
ITEM 8. Financial Statements and Supplementary Data 8
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 8
PART III
ITEM 10. Directors and Executive Officers of the Registrant 9
ITEM 11. Executive Compensation 9
ITEM 12. Security Ownership of Certain Beneficial
Owners and Management 9
ITEM 13. Certain Relationships and Related Transactions 9
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 10
SIGNATURES 13
INDEX TO FINANCIAL STATEMENT SCHEDULES F-1
Inasmuch as the calculation of shares of the registrant's voting stock held by
non-affiliates requires a calculation of the number of shares held by
affiliates, such figure, as shown on the cover page hereof, represents the
registrant's best good faith estimate for purposes of this annual report on Form
10-K, and the registrant disclaims that such figure is binding for any other
purpose. The aggregate market value of Common Stock indicated is based upon
$35.00, the price at which the Common Stock was last sold on June 24, 1998 as
reported by The Nasdaq Stock Market. All outstanding shares beneficially owned
by executive officers and directors of the registrant or by any shareholder
beneficially owning more than 10% of registrant's Common Stock, as disclosed
herein, were considered for purposes of this disclosure to be held by
affiliates.
-i-
Part I
Item 1. Business
Boston Acoustics, Inc. (the "Company") engineers, manufactures and markets
moderately-priced, high-quality loudspeaker systems for use in home audio and
video entertainment systems, in after-market automotive audio systems and in
multimedia computer environments. The Company believes that its products deliver
better sound quality than other comparably priced loudspeaker systems. Most of
the Company's products are assembled by the Company from purchased components,
although certain automotive speakers are manufactured by others according to
Company specifications. All of the Company's products and subassemblies,
including those supplied by outside sources, have been designed by the Company's
engineering department. Boston Acoustics' speakers are marketed nationwide
through selected audio and audio-video specialty dealers and through
distributors in certain foreign countries. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- International
Operations" which is included in the Company's 1998 Annual Report which is filed
as Exhibit 13 hereto.
The Company was organized as a Massachusetts corporation in 1979 by Andrew G.
Kotsatos and former CEO, Francis L. Reed, who passed away in November 1996. Its
principal executive offices and manufacturing facilities are located at 300
Jubilee Drive, Peabody, Massachusetts.
Products
The Company operates in one business industry segment and has distinct product
lines as discussed below.
The Home Loudspeaker line consists of five bookshelf models currently ranging
in price from $150 to $420 per pair, five floor-standing systems currently
priced from $700 to $1600 per pair, two three-piece subwoofer/satellite
systems currently priced at $400 and $800 per system, and three powered
subwoofers priced at $400, $600 and $1200. Additional products for the home
theater market include five different center-channel speakers currently
ranging in price from $130 to $600 each. The Company also produces
magnetically shielded versions of most of its models and produces three
indoor/outdoor speaker systems (Voyager-REGISTERED TRADEMARK-,
Runabout-REGISTERED TRADEMARK- I, and Runabout II) currently priced from $200
to $400 per pair. The Company also produces a complete THX-REGISTERED
TRADEMARK- Home Theater speaker system priced at $2,400.
The Designer Series line is a collection of speaker systems engineered for flush
mounting in the walls or ceilings of homes, businesses and recreational
vehicles. There are six models in the Designer Series line with prices currently
ranging from $130 to $500 per pair.
The Automotive Series consists of 39 models of automotive speakers with prices
currently ranging from $60 to $700 per pair. The automotive line includes
high-quality full-range replacement speakers, sophisticated component systems,
and subwoofers. The component systems permit flexible speaker
1
placement and provide sound rivaling that of fine home speakers. The
automotive line includes the CX Series, the 700 Series of plate speakers, the
Boston Rally-TM- RC Series of component speakers, the Boston Rally RX Coaxial
Series, the Boston Rally RS Subwoofers and Band-Pass enclosure systems, the
Boston Rally RM Series, and the premium performance ProSeries Speaker Systems.
The Personal Desktop Audio-TM- Series currently consists of three high
performance powered subwoofer/satellite speaker systems for computing
environments priced from $99.95 to $299.95 per system.
New Products
During fiscal 1998 the Company added a number of new products, described below,
to supplement or replace those products which have matured, to increase
penetration of current markets, and to gain footholds in new markets.
During fiscal 1998 the Company introduced three models in the VR-REGISTERED
TRADEMARK- tower series. Its features include innovative built-in powered
subwoofers, and proprietary features and technologies such as the Lynnfield
VR tweeter, Magnaguard-REGISTERED TRADEMARK- magnetic shielding, DCD-TM- (Deep
Channel Design) bass and Active Bass Contour-TM-. The suggested retail
price for the three models range from $700 to $1,600 a pair.
During fiscal 1998 the Company introduced the SoundBar-TM- Cinema System.
With digital Dolby-REGISTERED TRADEMARK- Pro Logic-REGISTERED TRADEMARK-
decoding and Qsound-REGISTERED TRADEMARK- 3D image enhancement technology, it
is the first high-performance home theater sound system to eliminate the
complexity of conventional systems. The Soundbar module sits on top of the
TV, housing the left, center, and right channels, and the system's
electronics. The subwoofer and surround speakers round out the layout. The
system also includes a universal remote control that can operate the soundbar
as well as virtually all brands of TV's, VCR's and cable boxes. The suggested
retail price is $799.95.
During fiscal 1998 the Company introduced two products in the Personal
Desktop Audio Series. The MicroMedia-TM- system was the Company's first
three-piece speaker system capable of reproducing the entire bandwidth of
sound for music, games and multimedia applications. MicroMedia is a
subwoofer/satellite speaker system consisting of a pair of miniature desktop
speakers and a separate subwoofer with a three-channel amplifier to power the
whole system. The MicroMedia suggested retail price is $149.95. The Company
also introduced the MediaTheater-TM- system, the world's first multimedia
sound system utilizing Virtual Dolby surround sound technology. MediaTheater
creates the effect of a full five-speaker surround sound system--with only
two satellite speakers and a subwoofer. The satellites sit by the monitor,
and the subwoofer is small enough to fit easily under the desk. The power
amplifier and signal processing circuitry are housed within the subwoofer,
while system controls are located in one of the satellites. MediaTheater is a
high-performance system that takes advantage of new technologies in both
digital signal processing and in speaker construction. MediaTheater suggested
retail price is $299.95.
In June 1996, the Company acquired the business of Snell-REGISTERED
TRADEMARK- Acoustics (Snell), a manufacturer of high-quality speaker systems
for traditional audio and home theater use. Snell specializes in creating
furniture-quality speakers for discriminating customers. During fiscal 1998,
Snell enhanced it line of speakers which now include products in four ranges -
compact speaker systems, floorstanding systems, in-wall speaker systems and
THX home theater systems. Products range from $450 per pair for small
bookshelf speakers, to $45,000 per system for a complete 7-speaker THX
theater system with state-of-the-art digital room correction.
2
Engineering and Development
The Company's engineering and development department is actively engaged in
the development of new products and manufacturing processes, the improvement
of existing products and the research of new materials for use in the
Company's products. The Company has designed all of its products and
subassemblies, including those supplied by outside sources.
The Company's engineering and development staff includes 50 full-time
employees and three outside consultants. During fiscal years 1996, 1997 and
1998 the Company spent approximately $2,497,000, $3,187,000, and $3,513,000,
respectively, for engineering and development.
Marketing
The Company employs 20 salespersons and retains 10 manufacturer's
representatives who service the Company's dealer network. Boston Acoustics'
loudspeaker systems are distributed in the United States and Canada through
approximately 372 selected home dealers (some of whom have multiple outlets)
which are typically audio or audio-video specialty retailers. The Company
sells its automotive products through approximately 316 dealers located in
the United States and Canada including automotive sound specialty retailers
and many of the Company's home audio dealers. The Company's Designer Series
speakers are sold by many of its home audio dealers. The Company's dealers
usually stock and sell a broad variety of audio components including, in most
cases, competing loudspeaker lines. The Company seeks dealers who emphasize
quality products and who are knowledgeable about home and automotive
entertainment products. The Company's Personal Desktop Audio Series of
products are sold through an OEM agreement with a major computer manufacturer
and through Boston Acoustics' retailers, as well as a recently launched
direct sales program. During the fiscal year ended March 28, 1998 one
customer accounted for 34% of net sales.
Boston Acoustics' product lines are also exported to dealers in Canada and
through exclusive distributors in certain foreign countries, primarily in
Western Europe, Asia Pacific and South/Central America. Export sales
accounted for approximately 20% of net sales in fiscal 1996, 21% in fiscal
1997, and 19% in fiscal 1998. See also Note 7 to Consolidated Financial
Statements incorporated herein by reference, pursuant to Part II, Item 8.
The Company emphasizes the high performance-to-price ratio of its speakers in
its advertising and promotion. Boston Acoustics believes that specialty
retailers can be effective in introducing retail customers to the high dollar
value of the Company's products. The Company directly supports its dealer
network with a cooperative advertising program and by providing Company
prepared advertisements and detailed product literature. In addition, the
Company advertises in national magazines including Stereo Review, Audio, Car
Audio & Electronics, Car Stereo Review, Video, Home Theater and Audio Video
International. During fiscal 1998 the Company spent approximately $1,964,000
(2.4% of net sales) for advertising.
Competition
The Company competes primarily on the basis of product performance, price and
the strength of its dealer organization.
The market for branded loudspeaker systems is served by many manufacturers,
both foreign and domestic. Many products are available over a broad price
range, and the market is highly fragmented and competitive. The Company
distributes its products primarily through specialty retailers where it
competes directly for space with other branded speaker manufacturers.
Loudspeaker systems
3
produced by many of the Company's competitors can be purchased by consumers
through mass merchandisers, department stores, mail-order merchants, and
catalogue showrooms. The Company believes it is more advantageous to distribute
through specialty retailers who provide sales support and service to consumers.
Boston Acoustics competes with a substantial number of branded speaker
manufacturers, including Bose Corporation, Infinity and JBL (divisions of Harman
International Industries), Advent (division of Recoton, Inc.), Polk Audio, Inc.,
and Klipsch and Associates, Inc. Some of these competitors have greater
technical and financial resources than the Company and may have broader brand
recognition than Boston Acoustics.
In addition to competition from branded loudspeaker manufacturers, the Company's
products compete indirectly with single name "rack systems". Rack systems
contain all the various components needed to form an audio system, and are sold
by Sony, Pioneer, Technics, Yamaha and many others. Rack systems are generally
sold through mass merchandisers and department stores, although many of the
Company's dealers also sell rack systems.
Manufacturing and Suppliers
Most of the Company's products are assembled by the Company from components
specially fabricated for the Company, although certain automotive speakers are
manufactured by others in certain foreign countries according to Company
specifications.
The Company purchases materials and component parts from approximately 219
suppliers located in the United States, Canada, Western Europe and the Far East.
Although Boston Acoustics relies on single suppliers for certain parts, the
Company could, if necessary, develop multiple sources of supply for these parts.
The Company does not have long-term or exclusive purchase commitments. The
Company does have a written agreement with one of its inventory suppliers, which
accounted for more than 10% of the Company's purchases during fiscal year 1998.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- International Operations" which is included in the Company's 1998
Annual Report which is filed as Exhibit 13 hereto.
Seasonality and Consumer Discretion
The home and automotive audio markets are both somewhat seasonal, with a
majority of home speaker retail sales normally occurring in the period October
through March and a majority of automotive speaker retail sales normally
occurring in the period April through October.
The Company's sales and earnings can also be affected by changes in the general
economy since purchases of home entertainment and automotive audio products,
including loudspeakers, are discretionary for consumers.
Patents and Trademarks
Boston Acoustics holds nine United States patents and numerous international
patents, which relate to certain speaker technologies, assemblies and cabinet
design. The Company also has several registered trademarks including
Boston-REGISTERED TRADEMARK-, Boston Acoustics-REGISTERED TRADEMARK-,
Varimount-REGISTERED TRADEMARK-, Magnaguard-REGISTERED TRADEMARK-,
PowerVent-REGISTERED TRADEMARK-, Tempo-REGISTERED TRADEMARK-,
Voyager-REGISTERED TRADEMARK-, and Runabout-REGISTERED TRADEMARK-. Trademarks
used by the Snell subsidiary include Snell Acoustics, Snell Multimedia, Snell
Music & Cinema and Room Ready-REGISTERED TRADEMARK-. The Company believes
that its growth, competitive position and success in the marketplace are more
dependent on its technical and marketing skills and expertise than upon the
ownership of patent and trademark rights. There can be no assurance that any
patent or trademark would ultimately be proven valid if challenged.
4
Significant Customers
A significant portion of the Company's sales currently are to Gateway 2000, Inc.
("Gateway") pursuant to contracts that run through June 1999. Since these
contracts do not contain schedules with which Gateway must comply in placing
orders, orders by Gateway may fluctuate significantly from quarter to quarter
over the terms of the contracts. Assuming Gateway places orders under the terms
of the contracts by June 1999, a substantial portion of the Company's revenues
for fiscal year 1999 is expected to be derived from its contracts with Gateway.
The loss of Gateway as a customer or any significant portion of orders from
Gateway could have a material adverse affect on the Company's business, results
of operation and financial condition. In addition, the Company also could be
materially adversely affected by any substantial work stoppage or interruption
of production at Gateway or if Gateway were to reduce or cease conducting
operations.
Backlog
The Company currently has no significant backlog. The Company's policy is to
maintain sufficient inventories of finished goods to fill all orders within two
business days of receipt.
Warranties
Boston Acoustics warrants its home speakers to be free from defects in materials
and workmanship for a period of five years, its Designer Series speakers and its
automotive speakers for one year and its multimedia audio speaker systems for a
period of three years. Warranty costs during fiscal 1998 were not significant.
Employees
As of June 24, 1998, the Company had 310 full-time employees who were engaged as
follows: 203 in production and materials management; 50 in engineering and
development; 36 in marketing and sales support; and 21 in administration.
None of the Company's employees are represented by a collective bargaining
agreement and the Company believes that its relations with its employees are
satisfactory.
5
Executive Officers of the Registrant
There is incorporated herein by reference the information concerning Andrew G.
Kotsatos, who is Chairman of the Board, Chief Executive Officer and Treasurer of
the Company, and Fred E. Faulkner, Jr., who is President and Chief Operating
Officer of the Company, from the Company's definitive Proxy Statement for its
Annual Meeting of Stockholders to be held on August 11, 1998, under the headings
"Proposal No. 1 -- Election of Directors" and "Board of Directors." Information
concerning the Company's other executive officers as of June 24, 1998 is set
forth below.
Name Age Title
Moses A. Gabbay 53 Vice President - Engineering
Paul F. Reed 34 Vice President - Administrative Services
Debra A. Ricker-Rosato 42 Vice President - Finance
Robert L. Spaner 37 Vice President - Sales
Moses A. Gabbay has been Vice President - Engineering since joining the Company
in 1981. Mr. Gabbay was previously Director of Engineering at Avid Corporation
and an acoustic engineer for Teledyne Acoustic Research.
Paul F. Reed was named Vice President - Administrative Services in May 1993. He
has been with the Company since its inception in 1979. From production and
shipping, Mr. Reed moved to sales in 1986 and, in 1989, became a Regional Sales
Manager. He was named Director of Administrative Services in 1990.
Debra A. Ricker-Rosato was named Vice President - Finance in May 1993. Prior to
joining the Company in October 1986 as Controller, Ms. Ricker-Rosato was
employed by Babco-Textron from 1975, a manufacturer of small aircraft engine
components. Her last position with Babco-Textron was that of Assistant
Controller. She holds an MSF degree from Bentley College.
Robert L. Spaner was named Vice President - Sales in May 1993. He joined the
Company in 1987 as a regional sales manager. In 1990 he became National Sales
Manager. Mr. Spaner was formerly employed by Kloss Video as Western Regional
Manager and worked six years in retail sales at Tweeter, Etc.
Each executive officer is elected for a term scheduled to expire at the meeting
of Directors following the Annual Meeting of Stockholders or until a successor
is duly chosen and qualified. There are no arrangements or understandings
pursuant to which any executive officer was or is to be selected for election or
reelection. There are no family relationships among any Directors or executive
officers, except that Paul F. Reed, an executive officer, and Lisa M. Mooney, a
director, are brother and sister.
6
Item 2. Properties
The Company owns its principal executive offices and manufacturing facilities
which sits on 11 acres of land at 300 Jubilee Drive, Peabody, Massachusetts.
Snell Acoustics (Snell), a subsidiary of the Company, leases all of the
properties used in its business. Snell maintains its principal executive offices
and manufacturing facilities at 143 Essex Street, Haverhill, Massachusetts. A
total of 65,090 square feet of space is leased from an unrelated party under an
operating lease which expires in March 1999.
Item 3. Legal Proceedings
There are no material legal proceedings affecting the Company.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of shareholders during the fourth
quarter of fiscal 1998.
7
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
The information required by this item is incorporated by reference to the
section entitled "Stock Market Activity" on page 16 in the Registrant's 1998
Annual Report to Stockholders, which is filed herewith as Exhibit 13.
Item 6. Selected Financial Data
The information required by this item is incorporated by reference to the
section entitled "Selected Financial Data" on page 15 in the Registrant's 1998
Annual Report to Stockholders, which is filed herewith as Exhibit 13.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The information required by this item is incorporated by reference to the
section entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations" on pages 5 through 7 in the Registrant's 1998 Annual
Report to Stockholders, which is filed herewith as Exhibit 13.
Item 8. Financial Statements and Supplementary Data
The information required by this item is incorporated by reference to the
Consolidated Financial Statements at March 28, 1998 and notes thereto on pages 8
through 14 in the Registrant's 1998 Annual Report to Stockholders, which is
filed herewith as Exhibit 13.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
None.
8
PART III
Item 10. Directors and Executive Officers of the Registrant
Pursuant to General Instruction G (3) of Form 10-K and Instruction 3 to Item
401(b), the information required by this item concerning executive officers,
including certain information incorporated herein by reference to the
information appearing in the Company's definitive Proxy Statement for its Annual
Meeting of Stockholders to be held on August 11, 1998 concerning Andrew G.
Kotsatos, who is the Chairman of the Board, Chief Executive Officer and
Treasurer of the Company, and Fred E. Faulkner, Jr., who is President and Chief
Operating Officer of the Company, is set forth in Part I, Item 1, hereof, under
the heading "Executive Officers of the Registrant" and information concerning
Directors, including Messrs. Kotsatos and Faulkner, is incorporated by reference
to the sections entitled "Proposal No. 1 -- Election of Directors", "Board of
Directors" and "Compensation Interlocks and Insider Participation" in the
Registrant's definitive Proxy Statement for its Annual Meeting of Stockholders
to be held August 11, 1998.
There is incorporated herein by reference to the discussion under "Compliance
with Section 16(a) of the Securities Exchange Act of 1934" in the Company's
definitive Proxy Statement for its Annual Meeting of Stockholders to be held
August 11, 1998 the information with respect to delinquent filings of reports
pursuant to Section 16(a) of the Securities Exchange Act of 1934.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to the
sections entitled "Executive Compensation" in the Registrant's definitive Proxy
Statement for its Annual Meeting of Stockholders to be held August 11, 1998.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
The information required by this item is incorporated by reference to the
section entitled "Principal and Management Stockholders" in the Registrant's
definitive Proxy Statement for its Annual Meeting of Stockholders to be held
August 11, 1998.
Item 13. Certain Relationships and Related Transactions
The information required by this item is incorporated by reference to the
section entitled "Certain Relationships and Transactions" in the Registrant's
definitive Proxy Statement for its Annual Meeting of Stockholders to be held
August 11, 1998.
9
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 1998 Annual Report to Stockholders:
Report of Independent Public Accountants.
Consolidated Balance Sheets as of March 28, 1998 and March 29, 1997.
Consolidated Statements of Income for the three years ended March 28,
1998.
Consolidated Statements of Shareholders' Equity for the three years
ended March 28, 1998.
Consolidated Statements of Cash Flows for the three years ended March
28, 1998.
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 II -- 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.
10
(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 (3)
10.B.+ - 1986 Incentive Stock Option Plan adopted by Boston
Acoustics, Inc. on October 15, 1986, as amended (2)
10.C.*+ - 1997 Stock Plan adopted by Boston Acoustics, Inc. on
May 28, 1997.
10.E.# - Purchase Agreement dated March 27, 1997 by and between
Gateway 2000, Inc. and Boston Acoustics, Inc. (3)
10.F. - Boston Acoustics, Inc. Warrant naming Gateway 2000, Inc.
as registered holder. (3)
10.G.# - Letter of Agreement dated January 14, 1997 by and
between Gateway 2000, Inc. and Boston Acoustics,
Inc. (3)
10.H. - Loan Agreement dated as of June 13, 1997 between Boston
Acoustics, Inc. and State Street Bank and Trust
Company. (4)
10.I. - Revolving Credit Note dated as of June 13, 1997 in the
amount of $25,000,000 made by Boston Acoustics, Inc.
payable to the order of State Street Bank and Trust
Company. (5)
10.J. - Stock Redemption Agreement dated as of June 13, 1997 by
and among Boston Acoustics, Inc. and Valerie R. Cohen,
Lisa M. Mooney and Paul F. Reed as Executors of the
Estate of Francis L. Reed and the Estate of Dorothea T.
Reed (6)
10.K.^ - Letter of Agreement dated December 22, 1997 by and
between Gateway 2000, Inc. and Boston Acoustics, Inc.
(7)
10.L.*^ - Letter of Agreement dated May 14, 1998 by and between
Gateway 2000, Inc. and Boston Acoustics, Inc.
13. * - 1998 Annual Report to Shareholders
21. - Subsidiaries of the Registrant (3)
23. * - Consent of Independent Public Accountants
27. * - Financial Data Schedule
99. - "Safe Harbor" Statement under Private Securities
Litigation Reform Act of 1995 (8)
* Indicates an exhibit which is filed herewith.
+ 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.
^ Indicates that portions of the exhibit have been 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 fiscal year ended March 29,
1997.
11
(4) Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report
on Form 10-Q for fiscal quarter ended June 28, 1997.
(5) Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended June 28, 1997.
(6) Incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended June 28, 1997.
(7) 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.
(8) 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.
(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
28, 1998 through the date of this report.
12
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 24th day of June 1998.
BOSTON ACOUSTICS, INC.
(Registrant)
BY: s/Andrew G. Kotsatos
----------------------------
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 6/24/98
- ------------------------ Director, Chief Executive ------------
Andrew G. Kotsatos Officer and Treasurer
s/Fred E. Faulkner, Jr. 6/24/98
- ------------------------ Director, President and ------------
Fred E. Faulkner, Jr. Chief Operating Officer
s/Debra A. Ricker-Rosato 6/24/98
- ------------------------ Vice President and ------------
Debra A. Ricker-Rosato Chief Accounting Officer
s/George J. Markos 6/24/98
- ------------------------ Director ------------
George J. Markos
s/Lisa M. Mooney 6/24/98
- ------------------------ Director ------------
Lisa M. Mooney
s/Gerald Walle 6/24/98
- ------------------------ Director ------------
Gerald Walle
13
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE
To Boston Acoustics, Inc.:
We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements included in Boston Acoustics, Inc. and
subsidiaries' annual report to shareholders, incorporated by reference in
this Form 10-K, and have issued our report thereon dated May 12, 1998. Our
audits were made for the purpose of forming an opinion on those statements
taken as a whole. The schedule listed in the index is the responsibility of
the Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
consolidated financial statements. This schedule has been subjected to the
auditing procedures applied in the audits of the basic consolidated financial
statements and, in our opinion, fairly states, in all material respects, the
financial data required to be set forth therein, in relation to the basic
consolidated financial statements taken as a whole.
Boston, Massachusetts
May 12, 1998
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SCHEDULE II
BOSTON ACOUSTICS, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
-----------------------------Allowance for Doubtful Accounts----------------------
Balance, Charged to
Beginning of Costs and Other Balance, End
For the fiscal years ended- Year Expenses Additions(1) Deductions(2) of Year
- --------------------------- ------------ ---------- ----------- ------------- ------------
March 28, 1998 $ 411,000 $ 36,000 $ $ (45,000) $ 402,000
------------ ---------- ----------- ------------- -------------
------------ ---------- ----------- ------------- -------------
March 29, 1997 $ 307,000 $ 84,000 $ 60,000 $ (40,000) $ 411,000
------------ ---------- ----------- ------------- -------------
------------ ---------- ----------- ------------- -------------
March 30, 1996 $ 207,000 $ 134,000 $ $ (34,000) $ 307,000
------------ ---------- ----------- ------------- -------------
------------ ---------- ----------- ------------- -------------
(1) Addition arising through the acquisition of Snell Acoustics, Inc.
(2) Amounts deemed uncollectible net of recoveries of previously reserved amounts.
F-2