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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to DEI Holdings, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| May 8, 2009 |
As filed with the Securities and Exchange Commission on May 8, 2009 As filed with the Securities and Exchange Commission on May 8, 2009 Registration No. |
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| March 9, 2009 |
EX-99 3 dei13da1-exhc.txt REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT TABLE OF CONTENTS Page 1. REGISTRATION RIGHTS......................................................1 1.1. Incidental Registration..........................................1 1.2. Registration Procedures..........................................2 1.3. Reasonable Investigation........................................ |
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| March 9, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) DEI Holdings, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 254575103 - (CUSIP Number) Christopher Shackelton/Adam Gray 825 Third Avenue, 36th Floor New York, NY 10022 - (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Februar |
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| March 9, 2009 |
STANDSTILL AGREEMENT This Standstill Agreement (the "Agreement") is made and entered into as of February 26, 2009, by and between Adam Gray ("Gray"), Coliseum Capital Management, LLC ("Coliseum Management"), Coliseum Capital, LLC ("Coliseum Capital"), Coliseum Capital Partners, L. |
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| February 17, 2009 |
EXHIBIT A AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the common stock of DEI Holdings, Inc. |
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| February 17, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)* DEI Holdings, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 254575103 - (CUSIP Number) Christopher Shackelton/Adam Gray 825 Third Avenue, 36th Floor New York, NY 10022 - (Name, Address and Telephone Number of Person A |
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| February 6, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-51664 DEI Holdings, Inc. (Exact name of registrant as specified in its ch |
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| January 26, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-51664 Issuer: DEI Holdings, Inc. Exchange: NASDAQ Stock Market, LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or regis |
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| January 15, 2009 |
EX-99.1 2 p13917exv99w1.htm EX-99.1 Exhibit 99.1 DEI Holdings Announces Initiative to Further Reduce Costs through Voluntary NASDAQ Delisting and SEC Deregistration • Expects savings in excess of $1.5 million on an annualized basis • Reduced debt by $49 million, or 18%, in fiscal 2008 Vista, CA — January 15, 2009 — DEI Holdings, Inc. (NASDAQ: DEIX) today announced that it has given notice to the N |
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| January 15, 2009 |
Table of Contents 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 January 15, 2009 Date of Report (Date of earliest event reported) DEI HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) FLORIDA 000-51664 65-0964171 (State or Other (Commission File Number) (IRS |
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| December 10, 2008 |
SCHEDULE 13G Amendment No. 5 DEI Holdings, Inc. Common Stock Cusip #23319E107 Cusip #23319E107 Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 0 Item 6: 0 Item 7: 48,100 Item 8: 0 Item 9: 48,100 Item 11: 0.188% Item 12: HC Cusip #23319E107 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 48,100 Item 8: 0 Item 9: 48,100 Item 11 |
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| November 5, 2008 |
DIRECTED ELECTRONICS TO EXIT SATELLITE RADIO BUSINESS Exhibit 99.1 DIRECTED ELECTRONICS TO EXIT SATELLITE RADIO BUSINESS ? Focus to return exclusively to security and entertainment products ? Company expects exit to result in recovery of working capital, reduction of debt, and increased gross margins VISTA, Calif., (November 5, 2008) ? Directed Electronics, an operating unit of DEI Holdings, Inc. (Nasdaq: DEIX), today announced that it has entered in |
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| November 5, 2008 |
Letter Agreement re: End of Agreement Matters EX-10.36 2 p13477exv10w36.htm EX-10.36 Exhibit 10.36 SIRIUS XM RADIO INC. 1221 Avenue of the Americas New York, NY 10020 Tel: 212-584-5100 Fax: 212-584-5200 www.sirius.com October 15, 2008 Directed Electronics Inc. 1 Viper Way Vista, CA 92081 Facsimile No. (760) 599-1389 Attention: Jim Minarik, President and CEO Letter Agreement re: End of Agreement Matters Dear Jim: Reference is made to the Manuf |
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| November 5, 2008 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 5, 2008 |
DEI Holdings Reports 48% Improvement in Operating Income for Third Quarter 2008 EX-99.2 4 p13477exv99w2.htm EX-99.2 Exhibit 99.2 DEI Holdings Reports 48% Improvement in Operating Income for Third Quarter 2008 • Operating income improves 48% to $7.7 million • EPS increases to $0.04 profit from ($0.05) loss • Operating expenses decrease $3 million or 12% • Company announces decision to exit satellite radio VISTA, California (November 5, 2008) – DEI Holdings, Inc. (Nasdaq: DEIX) |
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| November 5, 2008 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 000-516 |
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| November 4, 2008 | ||
| October 27, 2008 |
Brian H. Blaney Tel. 602.445.8322 Fax 602.445.8603 [email protected] October 27, 2008 VIA FEDERAL EXPRESS AND THE EDGAR SYSTEM United States Securities and Exchange Commission Mail Stop 3561 Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Kyle Moffatt Re: DEI Holdings, Inc. Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2007 Quarterly Report |
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| October 21, 2008 | ||
| September 10, 2008 |
SCHEDULE 13G Amendment No. 4 DEI Holdings, Inc. Common Stock Cusip #23319E107 Cusip #23319E107 Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 0 Item 6: 0 Item 7: 1,475,292 Item 8: 0 Item 9: 1,475,292 Item 11: 5.783% Item 12: HC Cusip #23319E107 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 1,475,292 Item 8: 0 Item 9: 1,475 |
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| August 13, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2009 Estimated average burden hours per response 10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Directed Electronics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 254575103 (CUSIP Number) July 14, 2008 (Date of Event Wh |
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| August 5, 2008 |
DEI Holdings Reports Second Quarter 2008 Financial Results exv99w1 Exhibit 99.1 DEI Holdings Reports Second Quarter 2008 Financial Results • Reported EPS of $0.04, or $1.0 million of net income, compared with a breakeven quarter a year ago • Generated $20.5 million in year-to-date operating cash flow • Restructuring plan ahead of expectations; implemented $5 million in annualized savings • Prepaid additional $3.0 million of term debt and ended the second |
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| August 5, 2008 |
exv10w35 Exhibit 10.35 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into as of the 4th day of August, 2008, between DEI HOLDINGS, INC., a Florida corporation (the “Company”), and KEVIN P. DUFFY (the “Executive”). Recitals A. The Company is engaged in the business of designing and marketing consumer branded vehicle security and convenience systems, marketing and |
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| August 5, 2008 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Table of Contents 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 August 5, 2008 Date of Report (Date of earliest event reported) DEI HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) FLORIDA 000-51664 65-0964171 (State or Other (Commission File Number) (IRS Em |
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| August 5, 2008 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 000-51664 DE |
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| June 24, 2008 |
Directed Electronics (DEIX) Announces Parent Company Name Change and New Senior Officers Group Exhibit 99.1 Directed Electronics (DEIX) Announces Parent Company Name Change and New Senior Officers Group VISTA, Calif., June 23 — Directed Electronics (Nasdaq: DEIX) today announced that its shareholders approved the change of its name from Directed Electronics, Inc. to DEI Holdings, Inc. The name change is part of an effort to more closely align the Company’s corporate structure with its daily |
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| June 24, 2008 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 24, 2008 |
AMENDMENT TO DIRECTED ELECTRONICS, INC. 2005 INCENTIVE COMPENSATION PLAN EX-10.34 2 p75706exv10w34.htm EX-10.34 Exhibit 10.34 AMENDMENT TO DIRECTED ELECTRONICS, INC. 2005 INCENTIVE COMPENSATION PLAN THIS AMENDMENT to the Directed Electronics, Inc. 2005 Incentive Compensation Plan (this “Amendment”) is entered into as of June 19, 2008, by Directed Electronics, Inc., a Florida corporation (the “Company”). RECITALS A. The Company adopted the Directed Electronics, Inc. 200 |
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| May 27, 2008 | ||
| May 8, 2008 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 000-51664 D |
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| May 8, 2008 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Table of Contents 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 May 8, 2008 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 Incorporati |
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| May 8, 2008 |
Directed Electronics, Inc. 1 Viper Way Vista, CA 92081 Directed Electronics Reports First Quarter 2008 Financial Results Generated $19 million in Operating Cash Flow Extended Agreement with SIRIUS Satellite Radio VISTA, California (May 8, 2008) ? Directed Electronics, Inc. (Nasdaq: DEIX) announced today financial results for the first quarter ended March 31, 2008. The company also introduced for t |
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| May 6, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 29, 2008 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits Table of Contents 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 April 23, 2008 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 Incorpor |
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| April 29, 2008 |
Letter Agreement re: Existing Contractual Obligations EX-10.33 2 p75442exv10w33.htm EX-10.33 EXHIBIT 10.33 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[***]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. April 23, 2008 Directed Electronics Inc. 1 |
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| April 29, 2008 |
Directed Electronics Extends Contract With SIRIUS Satellite Radio Exhibit 99.1 Directed Electronics Extends Contract With SIRIUS Satellite Radio VISTA, California (April 29, 2008) — Directed Electronics, Inc. (Nasdaq: DEIX) announced today that it has amended certain terms and extended its distribution agreement with SIRIUS Satellite Radio, Inc. to January 31, 2009. James E. Minarik, President and Chief Executive Officer of Directed, said, “Together with SIRIUS, |
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| April 25, 2008 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 9, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2009 Estimated average burden hours per response 10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Directed Electronics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 254575103 (CUSIP Number) April 1, 2008 (Date of Event Whi |
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| March 17, 2008 |
AMENDMENT No. 2 TO CREDIT AGREEMENT EX-10.32 2 p75109exv10w32.htm EX-10.32 Exhibit 10.32 AMENDMENT No. 2 TO CREDIT AGREEMENT THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 11, 2008 (the “Amendment”), is by and among DEI SALES, INC., a Florida corporation (the “Borrower”), those Affiliates of the Borrower identified as “Guarantors” on the signature pages hereto (the “Guarantors”), the financial insti |
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| March 17, 2008 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 17, 2008 |
Table of Contents 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 March 11, 2008 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 (Commission File Number) |
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| March 17, 2008 |
Directed Electronics, Inc. Reports 2007 Fourth Quarter and Year-End Results Directed Electronics, Inc. Reports 2007 Fourth Quarter and Year-End Results ? Reports net sales of $401 million and adjusted EBITDA of $59 million for full year 2007 ? Generates operating cash flow of $87 million during 2007 ? Achieves debt covenant compliance with $75 million of debt pay down in 2007 ? Successfully negotiates amended debt agreement including covenant relief ? 2007 results include |
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| March 17, 2008 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 Commission File Number 000-51664 Directed Electronics, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida (State of Incorporation) 65-0964171 (I.R.S. Em |
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| March 17, 2008 |
exv21 Exhibit 21 LIST OF SUBSIDIARIES OF DIRECTED ELECTRONICS, INC. Name Of Subsidiary State/County of Incorporation DEI Sales, Inc. Florida DEI Headquarters, Inc. Florida DEI International, Inc. Florida Polk Holding Corp. Maryland Polk Audio, Inc. (1) Maryland Britannia Investment Corporation (2) Delaware Directed Electronics Hong Kong Limited (3) Hong Kong DEI China Holding, Limited (3) Hong Kon |
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| February 14, 2008 |
SCHEDULE 13G Amendment No. 3 Directed Electronics Inc Common Stock Cusip #254575103 Cusip #254575103 Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 86,276 Item 6: 0 Item 7: 2,746,941 Item 8: 0 Item 9: 2,746,941 Item 11: 10.849% Item 12: HC Cusip #254575103 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 2,746,941 Item 8: 0 I |
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| February 1, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment) NAME OF ISSUER DIRECTED ELECTRONICS INC TITLE OF CLASS OF SECURITIES Common CUSIP NUMBER 254575103 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for |
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| November 30, 2007 |
NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY ?[***]? ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. |
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| November 30, 2007 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 30, 2007 |
Dealer Costs/Suggested Retail Prices [* * *] NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY ?[***]? ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. |
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| November 26, 2007 |
Directed Electronics Names Kevin Duffy New Chief Financial Officer exv99w1 Directed Electronics, Inc. 1 Viper Way Vista, CA 92081 Directed Electronics Names Kevin Duffy New Chief Financial Officer Vista, California (November 19, 2007) — Directed Electronics, Inc. (NASDAQ: DEIX) today announced that it has named Kevin Duffy to the position of Executive Vice President and Chief Financial Officer, effective immediately. In addition, the company has accepted the resi |
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| November 26, 2007 |
e8vk 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 19, 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) (Co |
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| November 8, 2007 |
Exhibit 99.1 Directed Electronics, Inc. Reports Third Quarter 2007 Results Third Quarter Net Sales increase 12% to $84 Million Full Year 2007 EPS Guidance Revised to a Range of $0.40 to $0.50 VISTA, California (November 8, 2007) ? Directed Electronics, Inc. (Nasdaq: DEIX) announced today financial results for the third quarter and nine months ended September 30, 2007. All results include Polk Audi |
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| November 8, 2007 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 8, 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 (Commission File Number) (IRS Employer J |
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| November 8, 2007 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 000-516 |
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| September 19, 2007 |
EX-3.2 2 p74371exv3w2.htm EX-3.2 AMENDED AND RESTATED BYLAWS OF DIRECTED ELECTRONICS INC. (a Florida corporation) Amended as of September 13, 2007 DIRECTED ELECTRONICS, INC. BYLAWS ARTICLE I OFFICES 1. Registered Office. The registered office of Directed Electronics, Inc., a Florida corporation (the “Corporation”), shall be located in Miami, Florida, unless otherwise designated by the Board of Dir |
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| September 19, 2007 |
CHANGE IN CONTROL SEVERANCE AGREEMENT EX-10.2 3 p74371exv10w2.htm EX-10.2 Exhibit 10.2 CHANGE IN CONTROL SEVERANCE AGREEMENT THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (“Agreement”) is made and entered into as of the day of , by and between Directed Electronics, Inc., a Florida corporation (the “Company”), and (the “Executive”). Recitals The Board of Directors of the Company (the “Board”), has determined that it is in the best interes |
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| September 19, 2007 |
INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?), dated as of , 2007, is made by and between Directed Electronics, Inc. |
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| September 19, 2007 |
NEWS Directed Electronics, Inc. One Viper Way Vista, CA 92081 www.directed.com Directed Electronics Appoints Seth R. Johnson to Board Vista, California (9-17-07) ? Directed Electronics, Inc. (NASDAQ: DEIX), the number one market share leader in premium home theatre loudspeakers, consumer branded vehicle security and convenience systems, and aftermarket satellite radio receivers as well as a major |
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| September 19, 2007 |
Table of Contents 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 September 13, 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 (Commission File Num |
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| August 10, 2007 |
SCHEDULE 13G Amendment No. 2 Directed Electronics Inc Common Stock Cusip #254575103 Cusip #254575103 Item 1: Reporting Person - FMR Corp. Item 4: Delaware Item 5: 182,345 Item 6: 0 Item 7: 3,278,644 Item 8: 0 Item 9: 3,278,644 Item 11: 13.000% Item 12: HC Cusip #254575103 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 3,278,644 Item 8: |
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| August 9, 2007 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Table of Contents 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 Date of Report (Date of earliest event reported): August 9, 2007 DIRECTED ELECTRONICS, INC. (Exact Name of Registrant as Specified in Its Charter) FLORIDA 000-51664 65-0964171 (State or Other Jurisdiction of Incorpo |
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| August 9, 2007 |
Directed Electronics Reports 12% Second Quarter 2007 Sales Increase Second Quarter Security and Entertainment Gross Sales Increased 64% Second Quarter Satellite Radio Gross Sales Decreased 31% Second Quarter Gross Margin Improved to 32. |
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| August 9, 2007 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2007 Commission file number 000-51664 DIRECTED ELECTRONICS, INC. (Exact Name of Registrant as Specified in Its Charter) Florida 65-0964171 (State of Incorporation) (I.R.S |
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| July 10, 2007 |
Exhibit 99.1 Investor Relations Presentation July 2007 The following information contains forward-looking statements. These forward-looking statements are based on Management's current expectations and beliefs, as well as a number of assumptions concerning future events. These statements are subject to risks, uncertainties, assumptions and other important factors, many of which are outside Managem |
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| July 10, 2007 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 July 10, 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 |
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| May 17, 2007 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 17, 2007 |
exv99w1 Exhibit 99.1 FOR IMMEDIATE RELEASE DIRECTED ELECTRONICS, INC; OMEGA PATENTS LLC; AND OMEGA RESEARCH & DEVELOPMENT AGREE TO LICENSING ARRANGEMENT TO RESLOVE THEIR PATENT INFRINGMENT DISPUTE Directed Electronics, Inc. and Omega Patents LLC are pleased to announce that they have resolved their patent dispute in connection with vehicle databus technology. Directed has agreed to a pay an up-fro |
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| May 10, 2007 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2007 Commission file number 000-51664 DIRECTED ELECTRONICS, INC. (Exact Name of Registrant as Specified in Its Charter) Florida 65-0964171 (State of Incorporation) (I.R. |
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| May 10, 2007 |
Exhibit 99.1 Directed Electronics Reports First Quarter 2007 Results First Quarter 2007 Security and Entertainment Sales Increased 65% to $65 Million First Quarter Gross Margin improved to 40.6%, from 30.6% for same period last year Company Reiterates 2007 Revenue and Earnings Guidance VISTA, CA ? May 10, 2007 ? Directed Electronics, Inc. (NASDAQ: DEIX) today announced financial results for the fi |
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| May 10, 2007 |
ONE VIPER WAY SECOND AMENDMENT TO INDUSTRIAL/COMMERCIAL LEASE AGREEMENT SINGLE TENANT ? NET Exhibit 10.28 ONE VIPER WAY SECOND AMENDMENT TO INDUSTRIAL/COMMERCIAL LEASE AGREEMENT SINGLE TENANT ? NET This Second Amendment to Industrial/Commercial Lease Agreement Multi Tenant ? Net (?Second Amendment?) is entered into and made effective this 31st day of March, 2006, between GREENE PROPERTIES, INC., a California corporation (?Landlord?) and DIRECTED ELECTRONICS, INC., a California corporatio |
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| May 10, 2007 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Table of Contents 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 Date of Report (Date of earliest event reported): May 10, 2007 DIRECTED ELECTRONICS, INC. (Exact Name of Registrant as Specified in Its Charter) FLORIDA 000-51664 65-0964171 (State or Other Jurisdiction of Incorpora |
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| May 10, 2007 |
AMENDMENT AND WAIVER NO. 1 TO CREDIT AGREEMENT Exhibit 10.29 AMENDMENT AND WAIVER NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT AND WAIVER NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 20, 2007 (the ?Amendment?), is by and among DEI SALES, INC., a Florida corporation (the ?Borrower?), those Affiliates of the Borrower identified as ?Guarantors? on the signature pages hereto (the ?Guarantors?), the financial institutions party her |
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| April 27, 2007 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 11, 2007 |
Regulation FD Disclosure, Results of Operations and Financial Condition 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 April 4, 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 |
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| March 16, 2007 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Table of Contents 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 Date of Report (Date of earliest event reported): March 16, 2007 DIRECTED ELECTRONICS, INC. (Exact Name of Registrant as Specified in Its Charter) FLORIDA 000-51664 65-0964171 (State or Other Jurisdiction of Incorpo |
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| March 16, 2007 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 Commission File Number 000-51664 Directed Electronics, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida (State of Incorporation) 65-0964171 (I.R.S. Em |
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| March 16, 2007 |
Exhibit 99.1 Directed Electronics Reports Record Fourth Quarter and Year-End 2006 Results Fourth Quarter 2006 Net Sales Increased 55% to $210 Million Annual 2006 Net Sales Increased 44% to $438 Million Annual 2006 GAAP Net Income was $21 Million, or $0.81 per Diluted Share compared to a loss of $(0.27) per Diluted Share Annual 2006 Pro Forma Net Income Increased 63% to $27 Million, or $1.06 per Di |
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| March 16, 2007 |
exv21 Exhibit 21 LIST OF SUBSIDIARIES OF DIRECTED ELECTRONICS, INC. Name Of Subsidiary State/County of Incorporation DEI Sales, Inc. Florida DEI Headquarters, Inc. Florida DEI International, Inc. Florida Polk Holding Corp. Maryland Polk Audio, Inc. (1) Maryland Britannia Investment Corporation (2) Delaware Directed Electronics Hong Kong Limited (3) Hong Kong Directed Electronics, Canada Inc.(3) Ca |
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| February 15, 2007 |
OMB Approval OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response: 10. |
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| February 14, 2007 |
SCHEDULE 13G Amendment No. 1 Directed Electronics Inc Common Stock Cusip #254575103 Cusip #254575103 Item 1: Reporting Person - FMR Corp. Item 4: Delaware Item 5: 9,000 Item 6: 0 Item 7: 1,598,779 Item 8: 0 Item 9: 1,598,779 Item 11: 6.377% Item 12: HC Cusip #254575103 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 1,598,779 Item 8: 0 I |
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| February 13, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 NAME OF ISSUER DIRECTED ELECTRONICS INC TITLE OF CLASS OF SECURITIES Common CUSIP NUMBER 254575103 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequ |
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| February 9, 2007 |
SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 9, 2007 |
SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 28, 2006 |
Directed Electronics Names New Chief Financial Officer Exhibit 99.1 Directed Electronics Names New Chief Financial Officer VISTA, Calif., Dec 27, 2006 — Directed Electronics, Inc. (Nasdaq: DEIX), the number one market share leader in premium home theater loudspeakers, consumer branded vehicle security and convenience systems, and aftermarket satellite radio receivers as well as a major supplier of mobile audio and video, today announced that Ronald F. |
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| December 28, 2006 |
Exhibit 10.27 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (?Agreement?) is made and entered into as of the 1st day of January, 2007, between DIRECTED ELECTRONICS, INC., a Florida corporation (the ?Company?), and JAMES E. MINARIK (the ?Executive?). Recitals A. The Company is engaged in the business of designing and marketing consumer branded vehicle secu |
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| December 28, 2006 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 8, 2006 |
UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL STATEMENTS exv99w2 Exhibit 99.2 UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL STATEMENTS On September 22, 2006, Directed Electronics, Inc. (“DEI”) acquired 100% of the outstanding capital stock of Polk Holding Corp. (“Polk”), for $135.4 million plus acquisition related costs of $2.7 million. The assets and liabilities acquired in the acquisition of Polk consisted principally of trade receivables, inven |
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| December 8, 2006 |
Financial Statements and Exhibits Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 SEPTEMBER 22, 2006 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 (C |
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| December 8, 2006 |
Exhibit 99.1 POLK HOLDING CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET JUNE 25, 2006 (UNAUDITED AND IN THOUSANDS, EXCEPT PAR VALUE) June 25, 2006 ASSETS Current assets: Cash and cash equivalents $ 626 Trade accounts receivable, less allowance for doubtful accounts of $415 9,427 Inventories (note 2) 12,161 Prepaid expenses and other current assets 703 Total current assets 22,917 Property, plan |
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| November 22, 2006 |
Directed Electronics Increases Proportion of Independent Board Members Exhibit 99.1 Directed Electronics Increases Proportion of Independent Board Members VISTA, CA ? November 22, 2006 ? Directed Electronics, Inc. (Nasdaq: DEIX) announced today that Earl W. Powell plans to resign from its board of directors effective December 1, 2006 in order to increase the proportion of independent directors on Directed?s board. Nasdaq Marketplace Rules require that independent dir |
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| November 22, 2006 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 14, 2006 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2006 Commission file number 000-51664 DIRECTED ELECTRONICS, INC. (Exact Name of Registrant as Specified in Its Charter) Florida 65-0964171 (State of Incorporation) ( |
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| November 14, 2006 |
exv99w1 Exhibit 99.1 Directed Electronics Reports Record Third Quarter 2006 Sales; Reaffirms and Updates 2006 Earnings Outlook • Third Quarter 2006 Net Sales Increase 23% to $75.5 Million • Third Quarter 2006 GAAP Net Income Increases 63% to $3.2 Million, or $0.12 per Diluted Share • Third Quarter 2006 Pro Forma Net Income Increases 79% to $4.8 Million, or $0.19 per Diluted Share • 2006 Pro Forma |
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| November 14, 2006 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Table of Contents 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 14, 2006 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 Incor |
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| September 29, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 SEPTEMBER 22, 2006 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 Inco |
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| September 29, 2006 |
DIRECTED ELECTRONICS, INC. [NAME] SUBSCRIPTION AND SHAREHOLDERS’ AGREEMENT EX-4.3 2 p72941exv4w3.htm EX-4.3 Table of Contents DIRECTED ELECTRONICS, INC. [NAME] SUBSCRIPTION AND SHAREHOLDERS’ AGREEMENT TABLE OF CONTENTS Page 1. Interpretation of this Agreement 1 2. Purchase of Shares 3 3. Additional Restrictions on Transfer 6 4. Registration Rights 7 5. Notices 14 6. Severability 14 7. Complete Agreement 14 8. Counterparts 15 9. Successors and Assigns 15 10. Choice of Law |
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| September 26, 2006 |
Exhibit 10.26 ================================================================================ $406,760,406 AMENDED AND RESTATED CREDIT AGREEMENT among DEI SALES, INC. (formerly known as Directed Electronics, Inc.) as Borrower, THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF, as Lenders, and CANADIAN IMPERIAL BANK OF COMMERCE, Acting through its New York Agency, as Administrative A |
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| September 26, 2006 |
Exhibit 99.1 NEWS RELEASE Directed Electronics Announces Closing the Acquisition of Polk Audio and Related Financing ?Acquisition significantly expands Directed?s position in home audio? VISTA, Calif., September 25, 2006 ? Directed Electronics, Inc. (NASDAQ: DEIX), today announced closing the acquisition of Polk Audio and related financing. Originally announced August 22nd, Polk Audio greatly expa |
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| September 26, 2006 |
EX-99.2 5 p72924exv99w2.htm EX-99.2 Exhibit 99.2 (i) Independent Auditors’ Report The Board of Directors Polk Holding Corp.: We have audited the accompanying consolidated balance sheets of Polk Holding Corp. and subsidiaries (the Company) as of March 26, 2006 and March 27, 2005, and the related consolidated statements of earnings and comprehensive income, stockholders’ equity, and cash flows for e |
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| September 26, 2006 |
Table of Contents 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 SEPTEMBER 22, 2006 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 (Commission File Num |
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| August 22, 2006 |
Exhibit 99.1 Directed Electronics Announces Agreement to Acquire Polk Audio Acquisition will significantly expand Directed?s position in home audio entertainment Vista, California ? August 21, 2006 ? Directed Electronics, Inc. (NASDAQ: DEIX), today announced that it has entered into a definitive agreement to acquire Polk Audio, a leading provider of high performance home and mobile audio equipment |
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| August 22, 2006 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 August 21, 2006 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) (Commissio |
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| August 22, 2006 |
exv10w25 Exhibit 10.25 STOCK PURCHASE AGREEMENT dated as of August 21, 2006 by and among Directed Electronics, Inc. as the Purchaser, Polk Holding Corp., George M. Klopfer, as the Seller Representative and The Stockholders and Option Holder set forth on the Stockholder Signature Page attached hereto, as the Sellers TABLE OF CONTENTS Page ARTICLE I. PURCHASE AND SALE OF POLK STOCK; THE CLOSING 1 Se |
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| August 14, 2006 |
exv99w1 EXHIBIT 99.1 Directed Electronics Reports Record Second Quarter 2006 Results; Raises 2006 Sales and Earnings Outlook; Announces Progress with FCC • Raises 2006 Net Sales Outlook to an Increase of 25% — 30%, and Earnings Outlook to $1.01 — $1.04 per Diluted Share • Second Quarter 2006 Net Sales Increase 40% to $77.7 Million • Second Quarter 2006 Net Income Increases 175% to $3.1 Million, or |
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| August 14, 2006 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2006 Commission file number 000-51664 DIRECTED ELECTRONICS, INC. (Exact Name of Registrant as Specified in Its Charter) Florida 65-0964171 (State of Incorporation) (I.R.S |
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| August 14, 2006 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Table of Contents 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 August 14, 2006 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 (Commission File Number |
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| July 5, 2006 |
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 June 30, 2006 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 |
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| May 19, 2006 |
As filed with the Securities and Exchange Commission on May 19, 2006 Table of Contents As filed with the Securities and Exchange Commission on May 19, 2006 Registration No. |
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| May 15, 2006 |
10-Q 1 p72370e10vq.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2006 Commission file number 000-51664 DIRECTED ELECTRONICS, INC. (Exact Name of Registrant as Specified in Its Charter) Florida 65-0964171 (S |
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| May 15, 2006 |
Directed Electronics Reports Record First Quarter 2006 Results; Raises 2006 Earnings Outlook EXHIBIT 99.1 Directed Electronics Reports Record First Quarter 2006 Results; Raises 2006 Earnings Outlook • Net Sales Increase 43% to $74.3 Million • GAAP Net Income Increases 182% to $4.0 Million, or $0.16 per Diluted Share • Excluding One-Time Income Tax Benefit, Pro Forma Net Income Increases 134% to $3.6 Million, or $0.14 per Diluted Share • Excluding One-Time Income Tax Benefit, Company Raise |
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| May 15, 2006 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Table of Contents 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 May 15, 2006 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 Incorporat |
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| May 9, 2006 |
Exhibit 99.1 Directed Electronics Acquires Astroflex Acquisition to Strengthen Directed?s Leadership in Vehicle Remote Start Company Expects Acquisition to be Slightly Accretive in 2006 Vista, California (May 9, 2006) ? Directed Electronics, Inc. (NASDAQ: DEIX), the largest designer and marketer of consumer branded vehicle security and convenience systems in the United States based on sales and a |
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| May 9, 2006 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 Date of Report (Date of earliest event reported): May 9, 2006 DIRECTED ELECTRONICS, INC. (Exact Name of Registrant as Specified in its Charter) FLORIDA 000-51664 65-0964171 (State or Other (Commission File Number) (IRS Employer Juris |
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| April 27, 2006 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 25, 2006 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 31, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005 Commission File Number 000-51664 Directed Electronics, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 65-0964171 (State of Incorporation) (I.R.S. Em |
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| March 30, 2006 |
Exhibit 99.1 Directed Electronics Reports Record Fourth Quarter and Full Year 2005 Results; Provides 2006 Guidance • Net Sales Increase 69% to $135.5 Million in the Fourth Quarter and 60% to $304.6 Million for 2005 • 2005 Security and Entertainment Sales Increase 19%; Satellite Radio Sales Increase 311% • Including IPO Costs and Expenses, GAAP Net Loss of $10.3 Million in the Fourth Quarter, and $ |
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| March 30, 2006 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 March 30, 2006 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 (Commission File Number) (IRS Employer Jur |
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| February 14, 2006 |
SCHEDULE 13G Amendment No. 0 Directed Electronics Inc Common Stock Cusip #254575103 Cusip #254575103 Item 1: Reporting Person - FMR Corp. Item 4: Delaware Item 5: 81,300 Item 6: 0 Item 7: 1,318,200 Item 8: 0 Item 9: 1,318,200 Item 11: 5.322% Item 12: HC Cusip #254575103 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 1,318,200 Item 8: 0 |
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| February 14, 2006 |
OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2006 Estimated average burden hours per response. |
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| January 6, 2006 |
- OMB APPROVAL - OMB Number: 3235-0145 Expires: January 31, 2006 Estimated average burden hours per response: 11 - UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| December 21, 2005 |
Table of Contents 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 Date of Report (Date of earliest event reported): December 15, 2005 DIRECTED ELECTRONICS, INC. (Exact Name of Registrant as Specified in its Charter) FLORIDA 000-51664 65-0964171 (State or Other Jurisdiction of Inco |
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| December 21, 2005 |
FOURTH AMENDMENT TO CREDIT AGREEMENT FOURTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of December 15, 2005 (the ?Fourth Amendment?), is by and among DEI SALES, INC. |
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| December 16, 2005 |
Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-127823 9,375,000 Shares Common Stock This is an initial public offering of shares of common stock of Directed Electronics, Inc. Directed Electronics is offering 5,937,500 of the shares to be sold in the offering. The selling shareholders identified in this prospectus are offering an additional 3,437,500 shares. Directed Electr |
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| December 12, 2005 |
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT EXHIBIT 4.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as the same may hereafter be amended, supplemented or modified, this ?Agreement?), dated as of November 23, 2005, among DIRECTED ELECTRONICS, INC. (together with its successors and assigns, the ?Parent?); MASSACHUSETTS MUTUAL LIFE INS |
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| December 12, 2005 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Directed Electronics, Inc. |
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| December 12, 2005 |
EXHIBIT 10.14 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY "[***]" ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY'S CONFIDENTIAL TREATMENT REQUEST. PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") is made this 26th da |
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| December 12, 2005 |
EXHIBIT 10.15 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY "[***]" ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY'S CONFIDENTIAL TREATMENT REQUEST. MANUFACTURING AND DISTRIBUTION AGREEMENT, dated as of April 1, 2005, between SIRIU |
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| December 12, 2005 |
EXHIBIT 10.17 NOTE: PORTIONS OF THIS EXHIBIT INDICTED BY "[***]" ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY'S CONFIDENTIAL TREATMENT REQUEST. DATE: January 25, 2005 TO: Glenn Busse Directed Electronics, Inc. One Viper Way Vis |
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| December 12, 2005 |
December 12, 2005 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Directed Electronics, Inc. Filed on Form S-1 Registration No. 333-127823 Ladies and Gentlemen: In connection with the above-captioned Registration Statement, we wish to advise that between December 5, 2005 and the date hereof 21,680 copies of the Preliminary Prospectus dated December 5, 2005 were |
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| December 12, 2005 |
DIRECTED ELECTRONICS 1 Viper Way Vista, CA 92083 December 12, 2005 DIRECTED ELECTRONICS 1 Viper Way Vista, CA 92083 December 12, 2005 Via Facsimile (202-772-9205) and EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Howard Baik Re: Directed Electronics, Inc. |
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| December 12, 2005 |
EXHIBIT 10.16 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY "[***]" ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY'S CONFIDENTIAL TREATMENT REQUEST. VENDOR AGREEMENT Between: BEST BUY CO., INC. DIRECTED ELECTRONICS, INC. - 7075 Fly |
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| December 12, 2005 |
As filed with the Securities and Exchange Commission on December 12, 2005 As filed with the Securities and Exchange Commission on December 12, 2005 Registration No. |
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| December 12, 2005 |
EXHIBIT 1 DIRECTED ELECTRONICS, INC. COMMON STOCK, PAR VALUE $0.01 - UNDERWRITING AGREEMENT December 15, 2005 Goldman, Sachs & Co. J.P. Morgan Securities Inc., As representatives (the "Representatives") of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004 Ladies and Gentlemen: Directed Electronics, Inc., a Florida corporation ( |
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| December 5, 2005 |
As filed with the Securities and Exchange Commission on December 5, 2005 S-1/A 1 p70473a4sv1za.htm S-1/A Table of Contents As filed with the Securities and Exchange Commission on December 5, 2005 Registration No. 333-127823 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DIRECTED ELECTRONICS, INC. (Exact Name of Registrant as Specified in Its Charter) Florida 365 |
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| December 1, 2005 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF DIRECTED ELECTRONICS INC. (A FLORIDA CORPORATION) - NOVEMBER 23, 2005 - DIRECTED ELECTRONICS, INC. BYLAWS ARTICLE I OFFICES 1. Registered Office. The registered office of Directed Electronics, Inc., a Florida corporation (the "Corporation"), shall be located in Miami, Florida, unless otherwise designated by the Board of Directors. 2. Other Offices. The Co |
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| December 1, 2005 |
Exhibit 10.19 DIRECTED ELECTRONICS, INC. - - 2005 INCENTIVE COMPENSATION PLAN DIRECTED ELECTRONICS, INC. 2005 INCENTIVE COMPENSATION PLAN 1. Purpose. The purpose of this 2005 Incentive Compensation Plan (the "Plan") is to assist Directed Electronics, Inc., a Florida corporation (the "Company") and its Related Entities (as hereinafter defined) in attracting, motivating, retaining and rewarding high |
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| December 1, 2005 |
EX-3.1 2 p70473a3exv3w1.txt EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF DIRECTED ELECTRONICS, INC. Pursuant to the provisions of Section 607.1007 of the Florida Business Corporation Act (the "FBCA"), Directed Electronics, Inc. (the "Corporation") adopts the following Second Amended and Restated Articles of Incorporation: ARTICLE I NAME AND PRINCIPAL OFFICE The name |
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| December 1, 2005 |
EXHIBIT 10.23 ADVISORY AGREEMENT This Advisory Agreement (this "Agreement") is made and entered into as of December 1, 2005, by and between Directed Electronics, Inc., a Florida corporation (the "Company") and Trivest Partners, L.P., a Florida limited partnership (the "Advisor"). WHEREAS, the Company desires to retain the Advisor and the Advisor desires to perform for the Company certain services |
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| December 1, 2005 |
EXHIBIT 10.15 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY "[***]" ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY'S CONFIDENTIAL TREATMENT REQUEST. MANUFACTURING AND DISTRIBUTION AGREEMENT, dated as of April 1, 2005, between SIRIU |
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| December 1, 2005 |
EX-21 16 p70473a3exv21.txt EX-21 . . . EXHIBIT 21 LIST OF SUBSIDIARIES OF DIRECTED ELECTRONICS, INC. NAME OF SUBSIDIARY STATE OF INCORPORATION - - DEI Sales, Inc. Florida DEI Headquarters, Inc. Florida DEI International, Inc. Florida |
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| December 1, 2005 |
Re: Directed Electronics, Inc. Registration Statement on Form S-1 File No. 333-127823 corresp Brian H. Blaney Tel. 602.445.8322 Fax. 602.445.8603 [email protected] December 1, 2005 VIA FEDERAL EXPRESS AND THE EDGAR SYSTEM Securities and Exchange Commission Division of Corporation Finance Mail Stop 3561 100 F Street, N.E. Washington, D.C. 20549 Attention: Howard Baik Re: Directed Electronics, Inc. Registration Statement on Form S-1 File No. 333-127823 Ladies and Gentlemen: We expres |
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| December 1, 2005 |
Exhibit 4.1 NUMBER SHARES THIS CERTIFIES THAT: INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 254575 10 3 is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE, OF DIRECTED ELECTRONICS, INC. transferable on the books of the Corporation in person or by attorney upon surrender of this certificate dul |
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| December 1, 2005 |
EXHIBIT 10.16 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY "[***]" ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY'S CONFIDENTIAL TREATMENT REQUEST. VENDOR AGREEMENT Between: BEST BUY CO., INC. DIRECTED ELECTRONICS, INC. - 7075 Fly |
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| December 1, 2005 |
EXHIBIT 10.14 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY "[***]" ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY'S CONFIDENTIAL TREATMENT REQUEST. PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") is made this 26th da |
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| December 1, 2005 |
Exhibit 10.21 DIRECTED ELECTRONICS, INC. JAMES E. MINARIK SALE BONUS CANCELLATION AGREEMENT This Sale Bonus Cancellation Agreement (the "Agreement") is made and entered into by James E. Minarik (the "Employee") and Directed Electronics, Inc., a Florida corporation formerly known as "DEI Holdings, Inc." (the "Company"). RECITALS A. The Employee and the Company are parties to that certain Sale Bonus |
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| December 1, 2005 |
EXHIBIT 10.5 KEY EMPLOYEE SALE BONUS AGREEMENT THIS SALE BONUS AGREEMENT (this "Agreement"), is made and entered into as of December , 2004, between DEI HOLDINGS, INC. (the "Company") and (the "Key Employee"). Recitals A. The parties are entering into this Agreement for the purpose of providing the Key Employee an incentive to increase the value of the Company by granting him the right to receive |
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| December 1, 2005 |
As filed with the Securities and Exchange Commission on December 1, 2005 Table of Contents As filed with the Securities and Exchange Commission on December 1, 2005 Registration No. |
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| December 1, 2005 |
EXHIBIT 10.17 NOTE: PORTIONS OF THIS EXHIBIT INDICTED BY "[***]" ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY'S CONFIDENTIAL TREATMENT REQUEST. DATE: January 25, 2005 TO: Glenn Busse Directed Electronics, Inc. One Viper Way Vis |
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| December 1, 2005 |
Exhibit 10.20 DIRECTED ELECTRONICS, INC. KEY EMPLOYEE SALE BONUS CANCELLATION AGREEMENT This Sale Bonus Cancellation Agreement (the "Agreement") is made and entered into as of the 1st day of December, 2005 by and between (the "Employee") and Directed Electronics, Inc., a Florida corporation formerly known as "DEI Holdings, Inc." (the "Company"). RECITALS A. The Employee and the Company are parties |
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| December 1, 2005 |
EXHIBIT 10.22 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (this "Agreement"), dated as of , 2005, is made by and between Directed Electronics, Inc., a Florida corporation (the "Company"), and the undersigned who is either a director, an officer, or both a director and officer of the Company (the "Indemnitee"). RECITALS A. The Company is aware that competent and experienced per |
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| November 29, 2005 |
Mail Stop 3561 November 29, 2005 James E. Minarik President and Chief Executive Officer Directed Electronics, Inc. 1 Viper Way Vista, California 92081 Re: Directed Electronics, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed November 16, 2005 File No. 333-127823 Dear Mr. Minarik: We have reviewed your filing and have the following comments. Note that we may have further comments a |
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| November 18, 2005 |
CONFIDENTIAL TREATMENT REQUESTED BY DIRECTED ELECTRONICS, INC. THIS LETTER AND THE EXHIBIT CONTAIN CERTAIN CONFIDENTIAL INFORMATION Brian H. Blaney Tel. 602.445.8322 Fax. 602.445.8603 [email protected] November 15, 2005 VIA FEDERAL EXPRESS AND THE EDGAR SYSTEM Securities and Exchange Commission Division of Corporation Finance Mail Stop 3561 100 F Street N.E. Washington, D.C. 20549 Attention: Sarah |
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| November 16, 2005 |
As filed with the Securities and Exchange Commission on November 16, 2005 Table of Contents As filed with the Securities and Exchange Commission on November 16, 2005 Registration No. |
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| November 16, 2005 |
EX-10.5 4 p70473a2exv10w5.txt EXHIBIT 10.5 EXHIBIT 10.5 KEY EMPLOYEE SALE BONUS AGREEMENT THIS SALE BONUS AGREEMENT (this "Agreement"), is made and entered into as of December , 2004, between DEI HOLDINGS, INC. (the "Company") and (the "Key Employee"). Recitals A. The parties are entering into this Agreement for the purpose of providing the Key Employee an incentive to increase the value of the Co |
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| November 16, 2005 |
EXHIBIT 10.2 CHANGE IN CONTROL SEVERANCE AGREEMENT THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") is made and entered into as of the day of by and between Directed Electronics, Inc., a California corporation (the "Company"), and (the "Executive"). Recitals The Board of Directors of the Company (the "Board"), has determined that it is in the best interests of the Company and its sole shar |
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| November 16, 2005 |
EX-10.1 2 p70473a2exv10w1.txt EXHIBIT 10.1 Exhibit 10.1 DEFERRED COMPENSATION/SALARY CONTINUATION AGREEMENT THIS AGREEMENT, effective as of the day of , 20, by and between Directed Electronics, Inc. (hereinafter "the Company") and (hereinafter "the Employee"). RECITALS: A. The Employee is a member of a select group of management or highly compensated employees of the Company for whose valuable ser |
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| November 16, 2005 |
Brian H. Blaney Tel. 602.445.8322 Fax. 602.445.8603 [email protected] November 16, 2005 VIA FEDERAL EXPRESS AND THE EDGAR SYSTEM Securities and Exchange Commission Division of Corporation Finance Mail Stop 3561 100 F Street N.E. Washington, D.C. 20549 Attention: Howard Baik Re: Directed Electronics, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed October 17, 2005 File No. 333-1278 |
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| November 2, 2005 |
Mail Stop 3561 November 2, 2005 James E. Minarik President and Chief Executive Officer Directed Electronics, Inc. 1 Viper Way Vista, California 92081 Re: Directed Electronics, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed October 17, 2005 File No. 333-127823 Dear Mr. Minarik: We have reviewed your filing and have the following comments. Where indicated, we think you should revis |
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| October 17, 2005 |
corresp Brian H. Blaney Tel. 602.445.8322 Fax. 602.445.8603 [email protected] October 17, 2005 VIA FEDERAL EXPRESS AND THE EDGAR SYSTEM Securities and Exchange Commission Division of Corporation Finance Mail Stop 3561 100 F. Street, N.E. Washington, D.C. 20549 Attention: Howard Baik Re: Directed Electronics, Inc. Registration Statement on Form S-1 File No. 333-127823 Ladies and Gentlemen: We expre |
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| October 17, 2005 |
EXHIBIT 10.16 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY "[***]" ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY'S CONFIDENTIAL TREATMENT REQUEST. VENDOR AGREEMENT Between: BEST BUY CO., INC. DIRECTED ELECTRONICS, INC. - 7075 Fly |
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| October 17, 2005 |
EX-10.17 5 p70473a1exv10w17.txt EXHIBIT 10.17 EXHIBIT 10.17 NOTE: PORTIONS OF THIS EXHIBIT INDICTED BY "[***]" ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY'S CONFIDENTIAL TREATMENT REQUEST. DATE: January 25, 2005 TO: Glenn Buss |
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| October 17, 2005 |
EX-10.15 3 p70473a1exv10w15.txt EXHIBIT 10.15 EXHIBIT 10.15 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY "[***]" ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY'S CONFIDENTIAL TREATMENT REQUEST. MANUFACTURING AND DISTRIBUTION AGREE |
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| October 17, 2005 |
As filed with the Securities and Exchange Commission on October 17, 2005 Table of Contents As filed with the Securities and Exchange Commission on October 17, 2005 Registration No. |
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| October 17, 2005 |
EXHIBIT 10.14 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY "[***]" ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY'S CONFIDENTIAL TREATMENT REQUEST. PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") is made this 26th da |
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| October 17, 2005 |
EX-10.18 6 p70473a1exv10w18.txt EXHIBIT 10.18 EXHIBIT 10.18 THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of September 21, 2005 (the "Third Amendment"), is by and among DEI SALES, INC., a Florida corporation (f/k/a Directed Electronics, Inc., a California corporation) (the "Borrower"), those Affiliates of the Borrower identified as "Guarantors" on the signa |
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| October 6, 2005 |
Mail Stop 3561 September 22, 2005 James E. Minarik President and Chief Executive Officer Directed Electronics, Inc. 1 Viper Way Vista, California 92081 Re: Directed Electronics, Inc. Registration Statement on Form S-1 Filed August 24, 2005 File No. 333-127823 Dear Mr. Minarik: We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in |
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| August 24, 2005 |
EXHIBIT 10.11 FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this "First Amendment"), dated as of September 17, 2004, is by and among DIRECTED ELECTRONICS, INC., a California corporation ("Company"), DEI HOLDINGS, INC., a Florida corporation ("Holdings"), and DEI HEADQUARTERS, INC., a Florida corporation ("Headquarters", and together with Company and Ho |
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| August 24, 2005 |
EX-10.7 8 p70473exv10w7.txt EXHIBIT 10.7 EXHIBIT 10.7 - $136,000,000 CREDIT AGREEMENT among DIRECTED ELECTRONICS, INC., as Borrower, THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF, as Lenders, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, CIBC WORLD MARKETS CORP., as Syndication Agent, and ANTARES CAPITAL CORPORATION, GENERAL ELECTRIC CAPITAL CORPORATION and WE |
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| August 24, 2005 |
EXHIBIT 10.9 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of February 4, 2005 (this "Second Amendment"), is by and among DIRECTED ELECTRONICS, INC., a Florida corporation (the "Borrower"), DEI HOLDINGS, INC., a Florida corporation ("Holdings"), those Domestic Subsidiaries of the Borrower party hereto (together with Holdings, the "Guarantors"), the financ |
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| August 24, 2005 |
EX-10.5 6 p70473exv10w5.txt EXHIBIT 10.5 EXHIBIT 10.5 KEY EMPLOYEE SALE BONUS AGREEMENT THIS SALE BONUS AGREEMENT (this "Agreement"), is made and entered into as of , , between DEI HOLDINGS, INC. (the "Company") and (the "Key Employee"). Recitals A. The parties are entering into this Agreement for the purpose of providing the Key Employee an incentive to increase the value of the Company by granti |
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| August 24, 2005 |
As filed with the Securities and Exchange Commission on August 24, 2005 S-1 1 p70473sv1.htm FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on August 24, 2005 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DIRECTED ELECTRONICS, INC. (Exact Name of Registrant as Specified in Its Charter) Florida 3651 65-0964171 (State or Other |
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| August 24, 2005 |
EXHIBIT 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement ("Agreement") is made and entered into as of the 1st day of January, 2004, between DIRECTED ELECTRONICS, INC., a California corporation (the "Company"), and JAMES E. MINARIK (the "Executive"). RECITALS A. The Company is engaged in the business of designing and marketing consumer car security and c |
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| August 24, 2005 |
EX-10.13 14 p70473exv10w13.txt EXHIBIT 10.13 EXHIBIT 10.13 ONE VIPER WAY FIRST AMENDMENT TO INDUSTRIAL/COMMERCIAL LEASE AGREEMENT MULTI TENANT - NET This First Amendment to Industrial/Commercial Lease Agreement Multi Tenant - Net ("First Amendment") is entered into and made effective this 8th day of September, 2004 between GREENE PROPERTIES, INC., a California corporation ("Landlord") and DIRECTED |
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| August 24, 2005 |
EXHIBIT 10.6 ASSOCIATE EQUITY GAIN PROGRAM 1. Purpose. Directed Electronics, Inc., a Florida corporation (the "Company") proposes to grant to qualifying employees (the "Associates") of the Company the right to participate in the program set forth in this document, which shall be known as the Associate Equity Gain Program. The motivation and purpose of this program shall be to (i) recognize the sig |
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| August 24, 2005 |
EXHIBIT 10.4 JAMES E. MINARIK SALE BONUS AGREEMENT THIS SALE BONUS AGREEMENT (this "Agreement"), is made and entered into as of December 7, 2004, between DEI HOLDINGS, INC. (the "Company") and JAMES E. MINARIK (the "Executive"). Recitals A. The Executive and Directed Electronics, Inc., a subsidiary of the Company ("DEI"), have entered into an Amended and Restated Employment Agreement, dated as of |
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| August 24, 2005 |
EX-21 16 p70473exv21.txt EXHIBIT 21 . . . EXHIBIT 21 LIST OF SUBSIDIARIES OF DIRECTED ELECTRONICS, INC. NAME OF SUBSIDIARY STATE OF INCORPORATION - - DEI Sales, Inc. Florida DEI Headquarters, Inc. Florida |
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| August 24, 2005 |
EXHIBIT 10.10 - - NOTE PURCHASE AGREEMENT BY AND AMONG DIRECTED ELECTRONICS, INC. DEI HOLDINGS, INC. DEI HEADQUARTERS, INC. AND AMERICAN CAPITAL FINANCIAL SERVICES, INC., AS AGENT AND THE PURCHASERS IDENTIFIED ON ANNEX A HERETO JUNE 17, 2004 - - $37,000,000 SENIOR SUBORDINATED NOTES DUE 2011 $37,000,000 JUNIOR SUBORDINATED NOTES DUE 2012 TABLE OF CONTENTS PAGE - ARTICLE 1 DEFINITIONS.............. |
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| August 24, 2005 |
EXHIBIT 10.8 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of September 17, 2004 (the "First Amendment"), is by and among DIRECTED ELECTRONICS, INC., a California corporation (the "Borrower"), those Domestic Subsidiaries of the Borrower identified as "Guarantors" on the signature pages hereto (the "Guarantors"), the financial institutions party hereto (coll |
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| August 24, 2005 |
exv16 EXHIBIT 16 August 24, 2005 Securities and Exchange Commission 100 F Street, N. |
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| August 24, 2005 |
Exhibit 10.1 DEFERRED COMPENSATION/SALARY CONTINUATION AGREEMENT THIS AGREEMENT, effective as of the day of , 20, by and between Directed Electronics, Inc. (hereinafter "the Company") and (hereinafter "the Employee"). RECITALS: A. The Employee is a member of a select group of management or highly compensated employees of the Company for whose valuable services the Company wishes to provide fair an |
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| August 24, 2005 |
EXHIBIT 10.2 CHANGE IN CONTROL SEVERANCE AGREEMENT THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") is made and entered into as of the day of by and between Directed Electronics, Inc., a California corporation (the "Company"), and (the "Executive"). Recitals The Board of Directors of the Company (the "Board"), has determined that it is in the best interests of the Company and its sole shar |
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| August 24, 2005 |
EX-10.12 13 p70473exv10w12.txt EXHIBIT 10.12 EXHIBIT 10.12 INDUSTRIAL/COMMERCIAL LEASE AGREEMENT MULTI TENANT - NET (ONE VIPER WAY) THIS INDUSTRIAL/COMMERCIAL LEASE AGREEMENT MULTI TENANT - NET ("Lease") dated as of July 14, 2003, by and between GREENE PROPERTIES, INC. a California corporation ("Landlord") and DIRECTED ELECTRONICS, INC., a California corporation ("Tenant"). RECITALS: A. Tenant is |
