8-K 1 p74697e8vk.htm 8-K e8vk
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UNITED STATES
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
November 26, 2007
Date of Report (Date of earliest event reported)
DIRECTED ELECTRONICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
         
FLORIDA   000-51664   65-0964171
         
(State or Other
Jurisdiction of Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
1 VIPER WAY
VISTA, CALIFORNIA 92081
(Address of Principal Executive Offices) (Zip Code)
(760) 598-6200
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

Item 1.01. Entry into a Material Definitive Agreement
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-10.30
EX-10.31


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Item 1.01. Entry into a Material Definitive Agreement.
          As described in our previous filings with the Securities and Exchange Commission, we are party to a Manufacturing and Distribution Agreement, dated as of April 7, 2005, between us and SIRIUS Satellite Radio Inc., or SIRIUS. SIRIUS provides and delivers satellite radio content, and we market and distribute SIRIUS-branded electronic devices that receive and play that content. SIRIUS-branded satellite radio receivers are designed and developed by SIRIUS and manufactured by our contract manufacturers to specifications provided by SIRIUS. The Manufacturing and Distribution Agreement is a multi-year agreement, pursuant to which we have exclusive U.S. distribution rights for certain SIRIUS-branded products to our existing U.S. retailer customer base.
          On July 17, 2007 and again on November 26, 2007, we amended the Manufacturing and Distribution Agreement to, among other things, provide for or amend existing terms relating to product order placement, activation fees and dealer payments, product sourcing and pricing, product returns, and product warranties, and to extend the term of the agreement until August 31, 2008. The Manufacturing and Distribution Agreement was originally filed on December 12, 2005 as Exhibit 10.15 to our Registration Statement on Form S-1 (Registration No. 333-127823), and confidential treatment was previously granted by the Securities and Exchange Commission for certain portions of that agreement. The July 17, 2007 and November 26, 2007 amendments to the Manufacturing and Distribution Agreement are attached hereto as Exhibit 10.30 and 10.31, and are hereby incorporated by reference in this Item 1.01.
Item 9.01. Financial Statements and Exhibits.
  (a)   Financial Statements of Business Acquired.
Not applicable.
 
  (b)   Pro Forma Financial Information.
Not applicable.
 
  (c)   Shell Company Transactions.
Not applicable.
 
  (d)   Exhibits.
     
Exhibit    
Number    
 
   
10.30†
  Amendment to Manufacturing and Distribution Agreement, dated as of July 17, 2007, by and between SIRIUS Satellite Radio Inc. and Directed Electronics, Inc.
 
   
10.31†
  Second Amendment to Manufacturing and Distribution Agreement, dated as of November 8, 2007 and effective as of November 26, 2007, by and between SIRIUS Satellite Radio Inc. and Directed Electronics, Inc.
 
  Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

 


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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.
         
  DIRECTED ELECTRONICS, INC.
 
 
November 30, 2007  By:   /s/ Kevin Duffy    
    Kevin Duffy   
    Executive Vice President and Chief
Financial Officer 
 
 

 


Table of Contents

EXHIBIT INDEX
     
10.30†
  Amendment to Manufacturing and Distribution Agreement, dated as of July 17, 2007, by and between SIRIUS Satellite Radio Inc. and Directed Electronics, Inc.
 
   
10.31†
  Second Amendment to Manufacturing and Distribution Agreement, dated as of November 8, 2007 and effective as of November 26, 2007, by and between SIRIUS Satellite Radio Inc. and Directed Electronics, Inc.
 
 
  Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.