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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 1, 2001
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TWEETER HOME ENTERTAINMENT GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-24091 04-3417513
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
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10 PEQUOT WAY
CANTON, MASSACHUSETTS 02021
(ADDRESS, INCLUDING ZIP CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
Item 5. Other Events
On June 4, 2001, Tweeter Home Entertainment Group, Inc. announced that
it had entered into an Agreement and Plan of Merger dated as of June 1, 2001
among Tweeter, Sound Advice, Inc. and TWT Acquisition Corp., a Florida
corporation and wholly owned subsidiary of Tweeter. In the merger, TWT
Acquisition Corp. will merge with and into Sound Advice, with Sound Advice
surviving the merger as a wholly owned subsidiary of Tweeter. Both Tweeter's and
Sound Advice's obligations to complete the merger are subject to, among other
things, approval by the Tweeter stockholders of the issuance of Tweeter shares
in the merger and approval of the merger by the Sound Advice stockholders.
At the effective time of the merger, each outstanding share of Sound
Advice common stock will be converted into the right to receive that number of
shares of Tweeter common stock equal to the "exchange number." If the average
daily closing price of Tweeter common stock as reported by Nasdaq for the five
business days ending two days prior to the effective date of the merger is
between $21 and $30 per share, then the exchange number will be one. If such
average daily closing price is $30 or more per share, then the exchange number
will equal a fraction, the numerator of which will be 30
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and the denominator of which will be such average daily closing price. If such
average daily closing price is below $21 per share, then the exchange number
will equal a fraction, the numerator of which will be 21 and the denominator of
which will be such average daily closing price. In the event such average daily
closing price is below $18 per share, either party may terminate the merger.
Effective as of the effective time of the merger, each outstanding
option to purchase shares of Sound Advice common stock under Sound Advice's
Amended and Restated 1999 Stock Option Plan and Second Amended and Restated 1986
Stock Option Plan, whether or not exercisable or vested, will become fully
exercisable and vested, and will be exchanged for fully exercisable and vested
options to purchase that number of shares of Tweeter common stock equal to the
exchange number times the number of shares subject to such Sound Advice option.
The stock options issued by Tweeter will have an exercise price equal to the
original exercise price for Sound Advice stock options for which they are
exchanged divided by the exchange number.
The acquisition of Sound Advice is intended to qualify a tax-free
reorganization under Section 368 of the Internal Revenue Code of 1986, as
amended. Tweeter will account for the transaction under the purchase method of
accounting. Tweeter's press release announcing this transaction is filed as
Exhibit 99.1 hereto.
Tweeter plans to file with the U.S. Securities and Exchange Commission
(or SEC) a Registration Statement on Form S-4 with respect to the proposed
merger, and Tweeter and Sound Advice expect to mail a Joint Proxy
Statement/Prospectus to their respective stockholders containing information
about the merger. We urge investors and security holders to read the
Registration Statement and the Joint Proxy Statement/Prospectus carefully when
they are available. The Registration Statement and the Joint Proxy Statement/
Prospectus will contain important information about Tweeter, Sound Advice and
the proposed merger. Investors and security holders will be able to obtain free
copies of these documents through the web site maintained by the SEC at
http//www.sec.gov.
Tweeter and Sound Advice file annual, quarterly and special reports,
proxy statements and other information with the SEC. You may read and copy any
reports, statements and other information filed by Tweeter and Sound Advice at
the SEC public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549
or at the SEC's other public reference rooms in New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on
public reference rooms. Tweeter's and Sound Advice's other filings with the SEC
also are available to the public from commercial document-retrieval services and
at the web site maintained by the SEC at http//www.sec.gov.
Sound Advice and its directors, executive officers and certain
employees may be considered participants in the solicitation of proxies in
connection with the proposed merger. Information concerning Sound Advice's
directors and executive officers can be found in Sound Advice's Annual Report on
Form 10-K for the year ended January 31, 2001 and proxy statement for Sound
Advice's 2001 annual meeting of stockholders as
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filed with the SEC. Some directors and executive officers of Sound Advice have
direct or indirect interests in the merger due to their ownership of common
stock and options of Sound Advice and the vesting of options and rights to
severance payments in connection with the merger. Additional information
regarding the participants in the solicitation will be contained in the Joint
Proxy Statement/Prospectus.
Item 7. Financial Statements and Exhibits
(a) Exhibits
Exhibit Number
2.1 Agreement and Plan of Merger among Tweeter Home Entertainment Group,
Inc., TWT Acquisition Corp. and Sound Advice, Inc. dated as of
June 1, 2001
99.1 Press Release dated June 4, 2001
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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.
TWEETER HOME ENTERTAINMENT GROUP, INC.
DATED: June 8, 2001
By: /s/ Joseph G. McGuire
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Joseph G. McGuire
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger among Tweeter Home
Entertainment Group, Inc., TWT Acquisition
Corp. and Sound Advice, Inc. dated as of June 1, 2001
99.1 Press Release dated June 4, 2001
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