UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 810, 2005

Boston Acoustics, Inc.

(Exact name of Registrant as Specified in its Charter)


Massachusetts	000-15193	04-2662473
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

300 Jubilee Drive

Peabody, Massachusetts 01960

(Address of Principal Executive Offices)

(978) 538-5000

(Registrant’s telephone number, including area code)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following provisions:


¨		Written communications pursuant to Rule 425 under the Securities Act
x		Soliciting material pursuant to Rule 14a-12 of the Exchange Act
¨		Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act
¨		Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act

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ITEM 12.0102. ~~ENTRY~~Results ~~INTO~~of AOperations ~~MATERIAL~~and ~~DEFINITIVE~~Financial ~~AGREEMENT~~Condition

~~Merger~~On ~~Agreement~~June 10, 2005, the Company issued a press release announcing financial results as of and for the fourth quarter and the twelve months ended March 26, 2005. A copy of the press release is attached hereto as Exhibit 99.1.

OnITEM ~~June~~ 8~~, 2005, Boston Acoustics, Inc~~.01. ~~(the “Company”) entered into an Agreement~~Other ~~and~~Events ~~Plan of Merger (the “Merger Agreement”), with D&M Holdings U.S. Inc. (the “Buyer”) and Allegro Acquisition Corp., a wholly-owned subsidiary of the Buyer (the “Merger Sub”).~~

~~The~~On ~~Merger~~June ~~Agreement~~10, ~~contemplates~~2005, ~~that~~in ~~Merger~~the ~~Sub~~press ~~will~~release bereported ~~merged~~under ~~with~~Item ~~and into the Company~~2.02 ~~In the merger~~above, ~~each outstanding share of~~ the Company’s ~~common~~announced ~~stock~~that, ~~will~~in becompliance ~~converted~~with ~~into~~ the ~~right~~Agreement toand ~~receive~~Plan ~~$17.50~~of inMerger ~~cash,~~among ~~without~~the ~~interest; each~~ Company, ~~stock~~D&M ~~option~~Holdings ~~outstanding~~US, atInc. ~~the time of the merger will be cancelled~~ and ~~the~~Allegro ~~holder thereof~~Acquisition ~~will be entitled~~Corp., ~~for each share of~~ the Company’s ~~common~~regular ~~stock~~quarterly ~~subject~~dividend towill ~~such~~not ~~option,~~be topaid ~~an amount~~ in ~~cash,~~July ~~without interest, equal to the difference between $17~~2005.50 ~~and~~A ~~the~~copy ~~per-share exercise price~~ of ~~such option. As a result of the~~ ~~merger,~~ the ~~Company~~press ~~will~~release ~~become~~is aattached ~~wholly-owned~~hereto ~~subsidiary~~as ofExhibit ~~the Buyer~~99.1.

~~The~~In connection with the ~~Company~~proposed ~~has~~merger ~~made~~referenced ~~customary~~in ~~representations~~the ~~and~~press ~~warranties~~release ~~and~~attached ~~covenants~~hereto inas Exhibit 99.1, the ~~Merger~~Company ~~Agreement,~~will ~~including~~prepare ~~among~~a ~~others~~proxy ~~(i)~~statement ~~not~~for tothe ~~solicit~~stockholders ~~proposals~~of ~~relating~~the Company to ~~alternative~~be ~~business~~filed ~~combination~~with ~~transactions~~the ~~or,~~Securities ~~subject~~and toExchange ~~certain~~Commission ~~exceptions,~~(the ~~not~~“SEC”). toBefore ~~engage~~making inany ~~discussions~~voting ~~with~~or ~~entities~~investment ~~other~~decision, ~~than~~the Company’s stockholders are urged to read the ~~Buyer~~proxy ~~concerning~~statement ~~alternative~~regarding ~~business~~the ~~combination~~merger ~~transactions,~~carefully ~~(ii)~~in toits ~~cause~~entirety awhen ~~meeting~~it ofbecomes ~~the~~available ~~Company’s~~because ~~shareholders~~it towill becontain ~~held~~important toinformation ~~consider~~about the ~~Merger~~proposed transaction. ~~Agreement,~~The proxy statement and ~~(iii)~~other ~~subject~~relevant todocuments ~~certain exceptions,~~filed ~~for~~with the ~~Company’s~~SEC ~~board~~will ofbe ~~directors~~available tofree ~~recommend~~of ~~that~~charge at the ~~Company~~SEC’s ~~shareholders~~website, ~~approve~~www.sec.gov and stockholders of the ~~Merger~~Company ~~Agreement~~will ~~and~~also ~~thereby~~be ~~approve~~able ~~the~~to ~~merger~~obtain ~~and~~copies of the proxy statement and other ~~transactions~~relevant ~~contemplated~~documents free of charge by ~~the~~directing ~~Merger~~their ~~Agreement~~requests to Boston Acoustics, Inc., 300 Jubilee Drive, Peabody, MA 01960, Attention: Investor Relations.

Consummation of the merger is subject to various customary conditions, including approval of the Merger Agreement by the Company’s shareholders, receipt of financing by the Buyer, the absence of certain legal impediments to the consummation of the merger and the receipt of certain regulatory approvals. The Buyer has advised the Company that it has obtained financing commitments for the transactions contemplated by the Merger Agreement, which commitments are subject to customary conditions. The Merger Agreement contains certain termination rights and provides that, upon the termination of the Merger Agreement under specified circumstances, the Company will be required to pay the Buyer a termination fee of $3 million.

In connection with the signing of the Merger Agreement, the Buyer and certain shareholders of the Company, including Andrew G. Kotsatos, the Chairman of the Company’s Board of Directors, have entered into a voting agreement whereby, among other things, such shareholders have agreed to vote all shares of the Company’s common stock held by them in favor of the Merger Agreement and have appointed the Buyer and its designees as their proxy and attorney-in-fact to vote such shares in favor of the Merger Agreement. The shareholders who are parties to the voting agreement hold, in the aggregate, approximately 38% of the outstanding shares of the Company’s common stock.

A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement.

In connection with the proposed merger, the Company will prepare a proxy statement for the shareholders of the Company to be filed with the Securities and Exchange Commission (the “SEC”). Before making any voting or investment decision, the Company’s shareholders are urged to read the proxy statement regarding the merger carefully in its entirety when it becomes available because it will contain important information about the proposed transaction. The proxy statement and other relevant documents filed with the SEC will be available free of charge at the SEC’s website, www.sec.gov and shareholders of the Company will also be able to obtain copies of the proxy statement and other relevant documents free of charge by directing their requests to Boston Acoustics, Inc., 300 Jubilee Drive, Peabody, MA 01960, Attention: Investor Relations.

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Item 9.01. Financial Statements and Exhibits.

ExhibitNo.		Description
Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of June 8, 2005, by and among Boston Acoustics, Inc., D&M Holdings U.S. Inc. and Allegro Acquisition Corp.
99.1		Press Release issued by Boston Acoustics, Inc., dated June 10, 2005.
99.1		Press Release issued by D&M Holdings Inc. and Boston Acoustics, Inc., dated June 8, 2005.

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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.

	~~BOSTON ACOUSTICS, INC. (Registrant)~~	BOSTON ACOUSTICS, INC. (Registrant)
Date: June 8, 2005	By:	/s/ Moses A. Gabbay Moses A. Gabbay President and Chief Executive Officer
Date: June 10, 2005	By:	/s/ Debra A. Ricker Debra A. Ricker Vice President—Finance

Exhibit Index

ExhibitNo.	Description
Exhibit No.	Description	Location
2.1	Agreement and Plan of Merger, dated as of June 8, 2005, by and among Boston Acoustics, Inc., D&M Holdings U.S. Inc. and Allegro Acquisition Corp.
99.1	Press Release issued by Boston Acoustics, Inc., dated June 10, 2005.	Filed Herewith
99.1	Press Release issued by D&M Holdings Inc. and Boston Acoustics, Inc., dated June 8, 2005.

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