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LVB > SEC Filings for LVB > Form 8-K on 5-Nov-2009All Recent SEC Filings

Show all filings for STEINWAY MUSICAL INSTRUMENTS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for STEINWAY MUSICAL INSTRUMENTS INC


5-Nov-2009

Entry into a Material Definitive Agreement, Results of Operation


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On November 5, 2009, Steinway Musical Instruments, Inc. (the "Company") entered into an agreement with Samick Musical Instruments Co., Ltd. ("Samick") for a private placement of 1.7 million shares of its ordinary common stock at a price of $16 per share. The Company intends to use the proceeds of approximately $27 million to retire outstanding debt and for general corporate purposes. Samick was also granted the right to purchase by March 31, 2010 an additional 1.7 million shares of ordinary common stock at an exercise price of $16 per share.

The press release announcing this transaction and the subscription agreement are attached hereto as Exhibits 99.1 and 99.2, respectively.



ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 5, 2009, the Company issued a press release indicating that it had published on its website its results for the third quarter and nine months ending September 30, 2009.

The earnings release containing those results is attached hereto as Exhibit 99.3.



ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On November 5, 2009, in connection with the stock purchased under the subscription agreement described in Item 1.01 above, Mr. Jong Sup Kim joined the Board of the Company. Mr. Kim will not serve on any Committee of the Board at this time and will not receive compensation for his service on the Board.

The related press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

The following exhibits are furnished as part of this Current Report on Form 8-K.

Exhibit No.                                 Description

99.1           Press release dated November 5, 2009 announcing the private placement
               of stock with Samick and the appointment of Jong Sup Kim to the
               Steinway Musical Instruments, Inc. Board of Directors.

99.2           Subscription agreement between Steinway Musical Instruments, Inc. and
               Samick Musical Instruments Co., Ltd. signed November 5, 2009.

99.3           Earnings release dated November 5, 2009 reporting Steinway Musical
               Instruments, Inc.'s results for the quarter and nine months ended
               September 30, 2009.


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