Harvey Electronics Inc. (fka HRVEQ)

[Renee]

HRVEQ: FINRA deleted symbol:

http://otce.finra.org/DLDeletions

[Renee]

HRVEQ SEC Suspension:

http://www.sec.gov/litigation/suspensions/2015/34-74398.pdf

Order:

http://www.sec.gov/litigation/suspensions/2015/34-74398-o.pdf

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Consumer electronics retailer Harvey goes out of business

Front page / Business
12/29/2007 03:25 Source:

By Margarita Snegireva. Today Harvey Electronics Inc. announced that it filed a petition for Chapter 11 with the United States Bankruptcy Court for the Southern District of New York.

Consumer electronics retailer Harvey goes out of business


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Harvey will continue to operate its business and manage its property as a debtor-in-possession, and expects to promptly file a plan of reorganization. This plan, as finally approved, may adversely affect Harvey's outstanding common stock through the issuance of substantial additional shares or common stock, or otherwise. The Debtor hopes to emerge from Court protection by the spring of 2008.

The company, which operates stores in the New York metropolitan area under such brand names as Bang & Olufsen, said it hopes to emerge from bankruptcy protection by the spring of 2008.

Harvey Electronics said it was driven to file for Chapter 11 after the "distraction and expense related to unsuccessful merger negotiations with Myer-Emco Inc. cost over $1.2 million." The merger talks broke off after financing became more difficult to obtain amid tightening credit markets.

The expense of the failed Myer-Emco transaction, plus the inability to raise new equity capital, triggered a delisting of Harvey 's shares from the Nasdaq Stock Market and caused the company to default on its existing senior secured credit agreement. (Cornell, lol)

Interim Chief Executive Michael E. Recca was named chief restructuring officer.


http://english.pravda.ru/news/business/29-12-2007/103254-harvey_electronics-0

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Cornell pissed - HRVE filed bankruptcy

On August 22, 2007, the Registrant completed a private placement pursuant
to which it issued to YA Global Investments, L.P. (Cornell) ("YA = Yorkville Advisors") a 12% secured
convertible debenture (the "Debenture") with a principal amount of $4,000,000,
and one warrant to purchase a total of 1,262,274 shares of the Registrant's
common stock. By letter agreement dated December 19, 2007, the Registrant and YA
have agreed that: (a) the full unpaid principal amount of the Debenture,
together with interest and other amounts owing, is immediately due and payable
to YA in cash without the necessity of the passage of additional time; (b) YA
may remove from escrow the sum of $375,000 and apply such amount to the
accelerated indebtedness under the Debenture; and (c) YA shall refrain from
pursuing other collection rights and remedies under the Debenture and related
agreements for a period of not more than 10 days, but in no event later than the
date upon which the Registrant may commence proceedings for relief under the
bankruptcy or similar laws relating to debtor or creditor relief.

In connection with the foregoing, the parties have executed the agreement
referred to in Item 9.01 of this Current Report on Form 8K (and attached hereto
as an exhibit). The foregoing description of the Registrant's agreements with YA
is merely a summary and is not intended to be complete. You are encouraged to
read Exhibit 10.1 hereto in its entirety, as well as documents relating to the
Debenture previously filed by the Registrant on a Current Report on Form 8K
filed with the Securities and Exchange Commission on August 28, 2007.

Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement

The information set forth under Item 1.01 of this Current Report on Form 8K
is hereby incorporated by reference into this Item 2.04 in its entirety.

-----

Harvey Electronics, Inc. Announces Filing for Protection under Chapter 11

12/28/07

LYNDHURST, N.J. — Harvey Electronics, Inc. ("Harvey" or the "Company" Symbol HRVE.OB) announced today that it has filed a voluntary petition for Chapter 11 with the United States Bankruptcy Court for the Southern District of New York (the "Court"). Harvey will continue to operate its business and manage its property as a debtor-in-possession, and expects to promptly file a plan of reorganization. This plan, as finally approved, may adversely affect Harvey's outstanding common stock through the issuance of substantial additional shares or common stock, or otherwise. The Debtor hopes to emerge from Court protection by the spring of 2008.

Several recent events have necessitated the Chapter 11 filing. The distraction and expense related to unsuccessful merger negotiations with Myer-Emco, Inc. cost Harvey over $1.2 million. The merger talks broke off after financing became more difficult as credit markets tightened. The expense of the failed Myer-Emco transaction, plus the inability to raise new equity capital in the months immediately following the failed acquisition, triggered a delisting of its common stock from the NASDAQ Stock Market and created an event of default under the existing senior secured credit agreement.

Michael E. Recca, Harvey's Interim Chief Executive Officer at the time of today's filing, was also named Chief Restructuring Officer of the Debtor. Mr. Recca said, "We regret that Harvey's best path to reorganization is through the Courts, but despite the other distractions over the past year, our custom installation business remains strong. This step allows us to accelerate the transformation of our business from a specialty retailer with a home installation business to a home installation expert with appropriate retail distribution. While we will be closing and right-sizing some locations, we expect the majority of our stores will continue to play a critical role in our future operations. We offer some of the finest audio, video and home theater products from some of the most prestigious lines in the world. Most importantly, Harvey believes it has the finest team of sales consultants, design engineers, and field installation technicians in the business, and with their help we will continue to provide our customers superior audio and video entertainment solutions in the tri-state area."

YA Global Investments, L.P., the current secured lender, has agreed to provide Harvey with a $1.5 million Debtor-in-Possession line of credit, subject to bankruptcy court approval of the terms of the financing.

Ruskin Moscou Faltischek, P.C. of Uniondale, NY is acting as Harvey's bankruptcy counsel, BDO Consulting, a division of BDO Seidman, LLP, will act as financial advisor, and the Trenwith Group, LLC is providing investment banking services to the Debtor.

From time to time, information provided by the Company, statements made by its employees or information, included in its filings with the Securities and Exchange Commission may contain statements, which are so-called "forward-looking statements" and not historical facts. Forward-looking statements can be identified by the use of words such as "believe," "expect," "intend," "anticipate," "in my opinion," and similar words or variations. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company's actual future results may differ significantly from those stated in any forward-looking statements. Forward-looking statements involve a number of risks and uncertainties, including, but not limited to, product demand, pricing, market acceptance, litigation, risks in product and technology development and other risk factors detailed in the Company's Prospectus dated March 31, 1998 and from time to time in the Company's Securities and Exchange Commission reports including its Form 10-K and Forms 10-Q.

Harvey Electronics, Inc. (operating as Debtor-in-Possession) Michael E. Recca, Interim CEO & Chief Restructuring Officer 201-846-0078, ext 2501 [e-mail] or Ruskin Moscou Faltischek, P.C. -- Debtor Counsel Jeffrey A. Wurst, Esq. and Harold S. Berzow,

http://sec.gov/cgi-bin/browse-edgar?company=Harvey+Electronics&action=getcompany

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HRVE Harvey Electronics announces appointment of interim Chief Exec Martin McClanan and Resignation of CEO Franklin Karp (0.51 +0.05) -Update-

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Briefing.Com HRVE Granted ....
13:00 HRVE Harvey Electronics, Inc. Granted Conditional Listing by NASDAQ (0.60 +0.00)

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latest news [HPQ] Hewlett-Packard up 1.8% at $34.61

Harvey Electronics quarterly sales fall 15.5%

PrintDisable live quotesRSSDigg itDel.icio.usBy Ana Campoy
Last Update: 4:14 PM ET Aug 11, 2006


SAN FRANCISCO (MarketWatch) -- Harvey Electronics Inc. (HRVE : harvey electronics inc com
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2:11pm 08/16/2006

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HRVE0.58, +0.04, +7.4%) after Friday's closing bell said third-quarter sales dropped 15.5% to $7.6 million. The Lyndhurst, N.J.-based retailer said comparable store sales fell $1.7 million, or 18.9%. The company said the drop in revenue is due to a reduction in store traffic, increased competition and continuing flat panel product shortages, among other factors. Harvey added that it expects to report a higher loss from operations for the nine months and third quarter ended July 29, compared with the same periods last year.

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Harvey Electronics Announces New Annual Meeting Date
Harvey Electronics, Inc. ("Harvey Electronics", "Harvey" or the "Company"; NASDAQ Capital Market symbol: "HRVE") announced today that it will postpone its annual meeting of stockholders scheduled for June 30, 2006. The adjournment of the meeting will be held on Friday, July 21, 2006 at 10:00 A.M. local time at the office of Ruskin Moscou Faltischek, P.C., 1425 Reckson Plaza, East Tower, 15th Floor, Uniondale, New York 11556-1425.

The Company decided to adjourn its annual meeting to July 21, 2006 in order to permit further communications with its stockholders, prior to the new meeting date, regarding the proposed $4.0 million capital infusion by several institutional and other accredited investors.

About Harvey Electronics:

Harvey Electronics is a leading retailer and custom installer of high quality, exclusive home theater, audio and video products in the metropolitan New York area. The Company currently operates a total of nine locations; eight Harvey showrooms and one separate Bang & Olufsen branded store. There are two Harvey locations in Manhattan and six suburban locations in Paramus, New Jersey; Mt. Kisco, in Westchester; Greenwich, Connecticut; Greenvale/Roslyn, on the north shore of Long Island, in Eatontown, New Jersey and our newest store in Bridgewater, New Jersey. The Bang & Olufsen branded store is located in Union Square on 927 Broadway at 21st Street, in Manhattan. The Company also has a Bang & Olufsen showroom within our Harvey retail store in Greenwich, Connecticut.

Audio Video International, a well-respected trade publication, has named Harvey Electronics a national "Top Ten Retailer of the Year", seven years in a row.

Please visit a Harvey store or one of our Bang & Olufsen showrooms. Also, please inquire about Harvey's custom installation services.

From time to time, information provided by the Company, statements made by its employees or information, included in its filings with the Securities and Exchange Commission may contain statements, which are so-called "forward-looking statements" and not historical facts. Forward-looking statements can be identified by the use of words such as "believe", "expect", "intend", "anticipate", "in my opinion", and similar words or variations. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company's actual future results may differ significantly from those stated in any forward-looking statements. Forward-looking statements involve a number of risks and uncertainties, including, but not limited to, product demand, pricing, market acceptance, litigation, risks in product and technology development and other risk factors detailed in the Company's Prospectus dated March 31, 1998 and from time to time in the Company's Securities and Exchange Commission reports including its Form 10-K and Forms 10-Q.

For more information and showroom locations, visit our website at www.harveyonline.com.


For Harvey Electronics, Inc.
Michael E. Recca, 212-709-1907
Fax: [phone]
[e-mail]
or
Harvey Electronics, Inc.
Franklin C. Karp, 201-842-0078
[e-mail]
or
Joseph J. Calabrese, 201-842-0078
[e-mail]
Fax: [phone]



Source: Business Wire (June 29, 2006 - 12:37 PM EDT)

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Harvey Electronics Receives Nasdaq Delisting Notice; Harvey Plans to Appeal and Stay Delisting of Stock
Harvey Electronics, Inc. ("Harvey Electronics", "Harvey" or the "Company"; NASDAQ Capital Market symbol: "HRVE"), a leading retailer and custom installer of high quality, exclusive home theater, audio and video products in the metropolitan New York area, today announced that on June 20, 2006, the Company received notice of a Nasdaq Staff Determination indicating that the Company is not in compliance with the Nasdaq rules and as a result, the Company's common stock is subject to delisting from the Nasdaq Capital Market. On December 20, 2005, Nasdaq notified the Company that the minimum bid price of its common stock had closed at less than $1.00 per share over the previous 30 consecutive business days, and, as a result, did not comply with Marketplace Rule 4310(c)(4). Therefore, in accordance with Marketplace Rule 4310(c)(8)(D), the Company was provided 180 calendar days, or until June 19, 2006, to regain compliance with the Rule. As the Company has failed to come into compliance with the Rule and fails to meet the initial inclusion criteria set forth in Marketplace Rule 4310(c), the Company's Common Stock is subject to delisting from the Nasdaq Capital Market; however, the notice from Nasdaq does not by itself, result in delisting of our Common Stock if the Company by June 27, 2006, requests a hearing with a Listing Qualifications Panel.

Pursuant to applicable NASD Marketplace Rules, the Company intends to request a hearing on the Staff's determination to a Nasdaq Listing Qualifications Panel. The hearing request will stay the delisting of the stock pending the Panel's review and determination. Hearings generally are held 30-45 days after the request. There can be no assurance that the Listing Qualifications Panel will grant Harvey's request for continued listing. If the Company is unsuccessful, we may appeal any adverse decision of the Panel to the Nasdaq Listing and Hearing Review Council. Any such appeal by the Company would not stay the ruling of the Listing Qualifications Panel. Should the stock be delisted from the Nasdaq Capital Market, the Company will consider alternatives to the Nasdaq listing.

Harvey's Chief Executive Officer, Franklin Karp, stated, "Nasdaq has raised important issues which we do not take lightly. We continue to do what we believe is in the best interests of our shareholders, customers and employees. The hearing will give us the opportunity to fully inform Nasdaq of the current status of our Company, our plans for the future, including the proposed $4 million financing which will be voted on by our shareholders soon, and our views regarding our stock price. We intend to make a compelling presentation to the Listing Qualifications Panel to try to maintain our listing."

About Harvey Electronics

Harvey Electronics is a leading retailer and custom installer of high quality, exclusive home theater, audio and video products in the metropolitan New York area. The Company currently operates a total of nine locations; eight Harvey showrooms and one separate Bang & Olufsen branded store. There are two Harvey locations in Manhattan and six suburban locations in Paramus, New Jersey; Mt. Kisco, in Westchester; Greenwich, Connecticut; Greenvale/Roslyn, on the north shore of Long Island, in Eatontown, New Jersey and our newest store in Bridgewater, New Jersey. The Bang & Olufsen branded store is located in Union Square on 927 Broadway at 21st Street, in Manhattan. The Company also has a Bang & Olufsen showroom within our Harvey retail store in Greenwich, Connecticut.

Audio Video International, a well-respected trade publication, has named Harvey Electronics a national "Top Ten Retailer of the Year", seven years in a row.

Please visit a Harvey store or one of our Bang & Olufsen showrooms. Also, please inquire about Harvey's custom installation services.

From time to time, information provided by the Company, statements made by its employees or information, included in its filings with the Securities and Exchange Commission may contain statements, which are so-called "forward-looking statements" and not historical facts. Forward-looking statements can be identified by the use of words such as "believe", "expect", "intend", "anticipate", "in my opinion", and similar words or variations. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company's actual future results may differ significantly from those stated in any forward-looking statements. Forward-looking statements involve a number of risks and uncertainties, including, but not limited to, product demand, pricing, market acceptance, litigation, risks in product and technology development and other risk factors detailed in the Company's Prospectus dated March 31, 1998 and from time to time in the Company's Securities and Exchange Commission reports including its Form 10-K and Forms 10-Q.

For more information and showroom locations, visit our website at www.harveyonline.com.


Michael E. Recca,, 212-709-1907
[e-mail]
or
Harvey Electronics, Inc.
Franklin C. Karp
[e-mail]
or
Joseph J. Calabrese, 201-842-0078
[e-mail]



Source: Business Wire (June 23, 2006 - 3:30 PM EDT)

News by QuoteMedia
www.quotemedia.com

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Harvey Electronics, Inc. Reports Results for the Second Quarter and Six Months Ended April 29, 2006
Harvey Electronics, Inc. ("Harvey Electronics," "Harvey" or the "Company"; NASDAQ Capital Market symbol: HRVE) announced results for the second quarter and six months ended April 29, 2006.

The Company's pre-tax loss for the second quarter ended April 29, 2006 was reduced to $76,000 from a pre-tax loss of $303,000 for the same quarter last year. The Company's net loss for the second quarter was reduced to $51,000, from a net loss of $185,000 for the same quarter last year.

The Company's pre-tax loss for the six months ended April 29, 2006 was $6,000, as compared to pre-tax income of $151,000 for the same period last year. The net loss for the first six months of fiscal 2006 was $6,000, as compared to net income of $89,000 for the same period last year.

As previously reported, for the second quarter of 2006, net sales aggregated $9,546,000, a decrease of $182,000 or 1.9% from the same quarter last year. Comparable store sales for the second quarter of fiscal 2006 decreased approximately $976,000 or 10% from the same quarter last year.

For the six months ended April 29, 2006, net sales aggregated $20,931,000, a decrease of $882,000 or 4% from the same period last year. Comparable store sales for the six-month period ended April 29, 2006 decreased approximately $2.3 million or 10.5% from the same period last year.

Mr. Franklin Karp, CEO and President of Harvey Electronics, stated, "While our results improved for the second quarter of fiscal 2006, as compared to the same quarter last year, sales and profitability have been negatively impacted by a slowdown of retail store traffic and continued shortages of flat panel product from key vendors.

"While we are not pleased with our results, we did report an increase in the Company's gross profit margin for the second quarter, which increased to 42.1% from 41.6% for the same quarter last year. This was attributable to the 5% growth of our profitable custom installation business and the related 22% growth in higher margin labor revenue for the quarter. Despite the overall decline in sales, our custom installation business continues to grow. These sales represented over 67% of gross sales for the second quarter of fiscal 2006 as compared to 64% of gross sales for the same quarter last year."

Mr. Karp continued, "Our audio and video business has declined for the first half of the year, partially offset by the increase in services and labor revenue. Flat panel product shortages have continued in the industry and video price compression has continued for the first six months of the year. However, flat panel television demand continued to increase and unit sales have surged 28% for this period. The increase in unit sales have primarily come from the sale of larger size plasma and LCD high definition televisions, which have provided a service opportunity for us as customers want these products installed. This flat panel unit sales growth has been realized, despite the product shortages experienced. We do expect to see an increase in flat panel availability from our key vendors in the summer and fall of 2006.

"Net advertising expense declined for both the second quarter and six month period ended April 29, 2006. The decrease was primarily related to a reduction in marketing expenditures. The Company's advertising expenditures for the first half of fiscal 2006 decreased by 25.7% to approximately $1,140,000, as compared to $1,535,000 for the same period last year. Advertising expenditures for the second quarter of fiscal 2006 decreased by 28.1% to approximately $410,000, as compared to $570,000 for the same quarter last year. The Company has been evaluating its findings from consumer focus groups, while analyzing customer service needs and market conditions in developing an appropriate advertising campaign that will market the Company's service offerings, world class products and brand in this market. We believe the delay in releasing our new campaign negatively impacted second quarter sales. I am excited about the new marketing plan and am hopeful that our new advertising directives and efforts will improve sales and operating results.

"May and June sales to-date, have continued to be slow and key flat panel product has continued to be scarce. This is expected to negatively impact third quarter results. On a positive note, sales from our newest store in Bridgewater, New Jersey continue to mature nicely and we expect this store to contribute to net store profitability in fiscal 2006."

Mr. Joseph Calabrese, Chief Financial Officer, stated, "The Company's selling, general and administrative expenses for the second quarter and first half of fiscal 2006 have declined 6.4% and 5.3%, respectively. This decrease was offset by additional expenses relating to the Company's new Bridgewater store.

"Management has been proactive in response to the Company's sales decline with its cost reduction program. As a result, our expenses declined from reduced payroll and payroll related expenses, management bonuses, other selling expenses, professional fees, communications, and from reduced net advertising expense.

"As part of our ongoing cost reduction program, Management will continue to examine ways to reduce expenses further in fiscal 2006. This includes ongoing negotiations with our landlords for rent reductions or deferrals or the reduction of certain facilities. Additionally, we will continue our efforts to improve our purchasing and inventory efficiencies, implement positive merchandising changes, while cultivating our profitable service offerings. We have also modified our labor rates improving revenues and resulting margins. These efficiencies should benefit results for the remainder of the fiscal year."

Mr. Calabrese concluded, "Interest expense increased 76.5% or $41,000 and 74.1% or $73,000 for the second quarter and first six months of fiscal 2006, respectively. This was primarily due to increased interest rates and borrowings from our credit facility in fiscal 2005 to fund the construction of the Bridgewater retail store, as well as expenditures from our computer conversion project, which is expected to be completed in fiscal 2006."

Mr. Karp concluded, "We look forward to the upcoming annual shareholders meeting and are optimistic about obtaining approval from our shareholders, of the $4.0 million equity raise. The infusion of this significant capital coupled with the talents and achievements of our new proposed Board, will help Harvey to continue to cultivate its brand and achieve its growth strategy in this market."

Harvey Electronics is a leading retailer and custom installer of high quality, exclusive home theater, audio and video products in the metropolitan New York area. The Company currently operates a total of nine locations; eight Harvey showrooms and one separate Bang & Olufsen branded store. There are two Harvey locations in Manhattan and six suburban locations in Paramus, New Jersey; Mt. Kisco, in Westchester; Greenwich, Connecticut; Greenvale/Roslyn, on the north shore of Long Island, in Eatontown, New Jersey and our newest store in Bridgewater, New Jersey. The Bang & Olufsen branded store is located in Union Square on 927 Broadway at 21st Street, in Manhattan. The Company also has a Bang & Olufsen showroom within our Harvey retail store in Greenwich, Connecticut.

Audio Video International, a well-respected trade publication, has named Harvey Electronics a national "Top Ten Retailer of the Year" seven years in a row.

Please visit a Harvey store or one of our Bang & Olufsen showrooms. Also, please inquire about Harvey's custom installation services.

From time to time, information provided by the Company, statements made by its employees or information, included in its filings with the Securities and Exchange Commission may contain statements, which are so-called "forward-looking statements" and not historical facts. Forward-looking statements can be identified by the use of words such as "believe," "expect," "intend," "anticipate," "in my opinion," and similar words or variations. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company's actual future results may differ significantly from those stated in any forward-looking statements. Forward-looking statements involve a number of risks and uncertainties, including, but not limited to, product demand, pricing, market acceptance, litigation, risks in product and technology development and other risk factors detailed in the Company's Prospectus dated March 31, 1998 and from time to time in the Company's Securities and Exchange Commission reports including its Form 10-K and Forms 10-Q.

For more information and showroom locations, visit our website at www.harveyonline.com.


--------------------------------------------------------------------------------

Harvey Electronics, Inc.
Statements Of Operations
(Unaudited)

Twenty-six Twenty-six Thirteen Thirteen
Weeks Weeks Weeks Weeks
Ended Ended Ended Ended
April 29, April 30, April 29, April 30,
2006 2005 2006 2005
----------------------------------------------
Net sales $20,931,183 $21,812,894 $9,545,930 $9,727,880
Other income 16,564 - 16,564 -
----------------------------------------------
20,947,747 21,812,894 9,562,494 9,727,880
----------------------------------------------
Cost of sales 12,360,585 12,670,690 5,526,679 5,682,826
Selling, general and
administrative expenses 8,421,559 8,892,544 4,017,983 4,294,582
Interest expense 171,796 98,679 94,313 53,436
----------------------------------------------
20,953,940 21,661,913 9,638,975 10,030,844
----------------------------------------------
(Loss) income before
income taxes (6,193) 150,981 (76,481) (302,964)
Income taxes (benefit) - 62,000 (25,000) (118,000)
----------------------------------------------
Net (loss) income (6,193) 88,981 (51,481) (184,964)

Preferred Stock dividend
requirement 25,081 26,904 12,750 12,750
----------------------------------------------
Net (loss) income
applicable to common
shareholders ($31,274) $62,077 ($64,231) ($197,714)
==============================================
Net (loss) income per
share applicable to
common shareholders:
Basic ($0.01) $0.02 ($0.02) ($0.06)
==============================================
Diluted ($0.01) $0.02 ($0.02) ($0.06)
==============================================
Shares used in the
calculation of net
(loss) income per
common shareholder:
Basic 3,508,584 3,482,285 3,508,584 3,508,584
==============================================
Diluted 3,508,584 3,684,469 3,508,584 3,508,584
==============================================


Balance Sheet Information:

(Unaudited)
April 29, October 29,
2006 2005
------------ ------------
Current Assets $7,918,000 $8,618,000
Current Liabilities 4,815,000 5,658,000
Working Capital 3,103,000 2,960,000
Total Assets 13,317,000 13,879,000
Long-Term Liabilities 4,247,000 3,935,000
Shareholders' Equity 4,255,000 4,287,000



For Harvey Electronics, Inc.
Michael E. Recca, 212-709-1907
Fax: [phone]
[e-mail]
or
Harvey Electronics, Inc.
Franklin C. Karp, 201-842-0078
[e-mail]
or
Joseph J. Calabrese, 201-842-0078
[e-mail]
Fax: [phone]



Source: Business Wire (June 14, 2006 - 4:30 PM EDT)

News by QuoteMedia
www.quotemedia.com

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Harvey Electronics, Inc. Reports Sales Results for the Six Months and Second Quarter of Fiscal 2006; Second Quarter Gross Profit Margin Expected to be Strong
Harvey Electronics, Inc. ("Harvey Electronics", "Harvey" or the "Company"; NASDAQ: HRVE) announced sales results for the first six months and second quarter of fiscal 2006, ended April 29, 2006.

For the six months ended April 29, 2006, net sales aggregated $20.9 million, a decrease of $882,000 or 4% from the same period last year. Comparable store sales for the six-month period ended April 29, 2006 decreased approximately $2.3 million or 10.5% from the same period last year.

For the second quarter of fiscal 2006, net sales aggregated $9.5 million, a decrease of $182,000 or 1.9% from the same quarter last. Comparable store sales for the second quarter of fiscal 2006 decreased approximately $976,000 or 10% from the same quarter last year.

Mr. Franklin Karp, CEO and President of Harvey Electronics stated, "While their can be no denying that sales remain softer than we had hoped, our results are being impacted by the shortages in flat-panel video product. When these products were available in February, and we were able to fill orders, we had a very strong month. However, in April, we experienced slow retail traffic, exacerbated by the continued shortages of flat-panel product. April's sales results were very disappointing and had a negative impact on our second quarter."

"Our overall custom installation business continued to be strong in the second quarter of fiscal 2006, increasing by approximately 5%, and our labor sales continued to grow, increasing by approximately 22%. These higher margin sales had a positive impact on gross profit margins for the quarter. We expect to see improved gross profit margins for the second quarter of fiscal 2006 as compared to the same quarter last year."

Mr. Karp continued, "Our custom installation business continues to increase, representing over 67% of second quarter sales, however, our retail traffic has declined. In response, we are modifying our advertising campaign to reflect current market conditions, customer needs and service demands. We recently conducted consumer focus groups and are now analyzing the findings and results of these groups. We believe the delay in releasing our new advertising campaign, impacted sales. We are excited about the new marketing efforts and are hopeful that the new campaign, when released during the third quarter, will improve sales and operating results."

"Our second quarter was impacted by a decline in audio and video sales, partially offset by an increase in labor revenue. While flat-panel product shortages and video price compression have continued through the first six months of fiscal 2006, demand for flat-panel televisions has increased and unit sales have surged 28%. The increase in unit sales was experienced from the sale of larger size plasma and LCD televisions. This continues to provide a service opportunity for Harvey, as customers require custom installations of these televisions and related home theaters. Our overall flat-panel sales in dollars and units have increased for the first six months of fiscal 2006. However, our overall video business declined approximately 1.6% for the first six months of the year, reflecting declines in more traditional video products. We do expect to see additional flat-panel product availability from our key vendors in the summer and fall of 2006."

"May's sales results to date have continued to be slow and key flat panel product shortages have continued."

Mr. Karp stated, "Our new Bridgewater, New Jersey store, opened in fiscal 2005, is maturing nicely and has exceeded our sales projections. We expect Bridgewater to contribute net store profitability for fiscal 2006."

"Management has been proactive in response to the sales decline, reducing selling, general and administrative expenses, including payroll and certain store occupancy costs, improving purchasing and inventory efficiencies, implementing appropriate merchandising changes, while cultivating our profitable service business. We have also modified our labor rates improving revenues and resulting margins. These efficiencies should benefit results for the remainder of the fiscal year."

Mr. Karp concluded, "We are very optimistic about the upcoming annual shareholders' meeting. We believe the infusion of the proposed $4.0 million equity growth capital combined with the talents and proven track records of our new proposed Board members will help to achieve Harvey's goal of becoming the dominant custom installer of home theaters in the New York Metropolitan region."

Harvey Electronics is a leading retailer and custom installer of high quality, exclusive home theater, audio and video products in the metropolitan New York area. The Company currently operates a total of nine locations; eight Harvey showrooms and one separate Bang & Olufsen branded store. There are two Harvey locations in Manhattan and six suburban locations in Paramus, New Jersey; Mt. Kisco, in Westchester; Greenwich, Connecticut; Greenvale/Roslyn, on the north shore of Long Island, in Eatontown, New Jersey and our newest store in Bridgewater, New Jersey. The Bang & Olufsen branded store is located in Union Square on 927 Broadway at 21st Street, in Manhattan. The Company also has a Bang & Olufsen showroom within our Harvey retail store in Greenwich, Connecticut.

Audio Video International, a well-respected trade publication, has named Harvey Electronics a national "Top Ten Retailer of the Year", seven years in a row.

Please visit a Harvey store or one of our Bang & Olufsen showrooms. Also, please inquire about Harvey's custom installation services.

From time to time, information provided by the Company, statements made by its employees or information, included in its filings with the Securities and Exchange Commission may contain statements, which are so-called "forward-looking statements" and not historical facts. Forward-looking statements can be identified by the use of words such as "believe", "expect", "intend", "anticipate", "in my opinion", and similar words or variations. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company's actual future results may differ significantly from those stated in any forward-looking statements. Forward-looking statements involve a number of risks and uncertainties, including, but not limited to, product demand, pricing, market acceptance, litigation, risks in product and technology development and other risk factors detailed in the Company's Prospectus dated March 31, 1998 and from time to time in the Company's Securities and Exchange Commission reports including its Form 10-K and Forms 10-Q.

For more information and showroom locations, visit our website at www.harveyonline.com.


For Harvey Electronics, Inc.
Michael E. Recca, 212-709-1907
Fax: [phone]
[e-mail]
or
Harvey Electronics, Inc.
Franklin C. Karp, 201-842-0078
[e-mail]
or
Joseph J. Calabrese, 201-842-0078
[e-mail]
Fax: [phone]



Source: Business Wire (May 19, 2006 - 3:30 PM EDT)

News by QuoteMedia
www.quotemedia.com

[spencer_has_arrived]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




SCHEDULE TO-C




Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

Of the Securities Exchange Act of 1934




HARVEY ELECTRONICS, INC.

(Name of Subject Company (issuer))




MODERN TECHNOLOGY CORP., Offeror

(Name of Filing Persons (identifying status as offeror, issuer or other person))




COMMON STOCK

(Title of Class of Securities)




417660107

(CUSIP Number of Class of Securities)




Anthony K. Welch

Chairman of the Board

Modern Technology Corp

1420 North Lamar Blvd.

Oxford, MS 38655

[phone] (Phone)

[phone] (Fax)

www.moderntechnologycorp.com

(Name, address and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)




Calculation of Filing Fee


Transaction Valuation1
Amount of filing fee2

N/A
N/A

(1)
A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.




[ ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)2(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: __________

Form or Registration No.: __________

Filing Party: __________

Date Filed: __________

[X] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender off.



Check the appropriate boxes below to designate any transactions to which the statement relates:

[X] third-party tender offer subject to Rule 14d-1

[ ] issuer tender offer subject to Rule 13e-4.

[ ] going-private transaction subject to Rule 13e-3.

[ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filling is a final amendment reporting the results of the tender offer. [X]

NO ADDITIONAL INFORMATION WILL BE FORTHCOMING REGARDING THIS TENDER OFFER.


--------------------------------------------------------------------------------



On April 5, 2006, Modern Technology Corp. announced that it intended to make a tender offer for 51% of the issued and outstanding shares of Harvey Electronics. Due to recent announcements made by Harvey Electronics, Modern Technology withdraws its plans to make such a tender offer until further consideration of recent events. No further communications will be made and no additional information will be filed regarding this proposed offer.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



/s/ Anthony K. Welch

Anthony K. Welch

Chairman of the Board

Modern Technology Group, Inc.

Dated: May 9, 2006



Copyright © 2006 QuoteMedia. All rights reserved. Terms of Use.
Market Data powered by QuoteMedia, www.quotemedia.com, SEC filings by 10kWizard.

[spencer_has_arrived]

Modern Technology Corp Issues Update on Harvey Tender Offer
Modern Technology Corp (OTC BB: MOTG), a diversified technology development and acquisition company, released today an update on its Tender Offer to acquire Harvey Electronics (NASDAQ: HRVE).

On April 17th, 2006, Harvey Electronics released an announcement asserting our Tender Offer to be invalid due to certain 'deficiencies.' We disagree and maintain the commencement of a Tender Offer to be a valid commencement under applicable securities regulations.

On April 18th, Harvey Electronics released an announcement regarding a change of the Board and of a financing arrangement. This represents a significant material event requiring careful study.

Based on our assessment of their new financing arrangements and the surrounding agreements, we have decided to temporarily withdraw our Tender Offer.

Anthony Welch, Chairman, said: "We consider our present offer of $1.15 per share for Harveys as now too high in light of the new financing arrangements recently executed by them. We believe Harveys' new financing arrangements will likely be very dilutive to the Common Stock and the surrounding agreements to this financing to be burdensome to any potential positive free cash-flow Harveys may generate from its proposed expansion that would otherwise offset the dilution. Therefore, we do not believe Harveys will achieve a greater market capitalization under these circumstances and in fact believe the opposite. Furthermore, Harveys faces imminent delisting from NASDAQ to the OTCBB. The combination of these elements forces us to pause to re-assess Harveys' value after the stock underlying the financing has been fully registered and some time has passed. We may file a new Tender Offer after the market has fully priced in these new developments. Our goal is to build value for MOTG stockholders, and Harveys may yet prove to be a valuable addition to the MOTG portfolio in the future."

About Modern Technology Corp

Modern Technology Corp, a diversified technology development and acquisition company, builds revenues through continuous growth, strategic acquisitions, and commercialization of nascent technology. MOTG improves operating efficiencies through the elimination of cost redundancies and realized synergy between subsidiaries. MOTG also commercializes new technology and provides to its subsidiaries new product lines, operations infrastructure, and significant intellectual capital. The company's mission is to build shareholder value through a model of continuous growth. Web Address: http://www.moderntechnologycorp.com

Safe-Harbor Statement

This press release contains statements (such as projections regarding future performance) that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to those detailed from time to time in the Company's filings with the Securities and Exchange Commission.



Source: Market Wire (May 1, 2006 - 1:48 PM EDT)

News by QuoteMedia
www.quotemedia.com

[spencer_has_arrived]

Harvey Electronics Announces Large Capital Infusion by Several Institutional Investors Led by Former Fortune 500 CEOs
Harvey Electronics, Inc. (NASDAQ Capital Market symbol "HRVE"), the New York area's leading retailer and installer of high-end home theaters, announced today that it would receive approximately $4.0 million in growth capital from several institutional investors led by Trinity Investment Partners LLC, a private equity firm comprised of former Fortune 500 CEOs from some of the world's most successful branded consumer products companies. Joining Trinity is Firebrand Partners LLC, an investment firm focused on the specialty retail sector.

Three of Trinity's Management Partners are expected to join the Harvey Board of Directors including Ron Jones, former Chairman and CEO of Sealy mattresses, President of HON Industries office furniture and President of Masco's Home Furnishings group, and Charles Berger, formerly Chairman and CEO of Scotts lawn and garden and Heinz' Weight Watchers division. Also expected to join the Board is Firebrand Partners' Scott Galloway, founder and former Chairman of specialty retail firm Red Envelope. Another Trinity Management Partner, Peter Larson, is expected to take the role of Special Advisor to the Chairman. Larson is formerly Chairman and CEO of Brunswick Corporation, Worldwide Chairman of the Consumer and Personal Care group of Johnson & Johnson, and President of the Health, Infant and Adult Care sectors of Kimberly-Clark.

The Company will use the capital primarily to refurbish existing stores and add new locations focused on the Harvey Design Studio retail concept that will showcase Harvey's premium products and services in attractive home "lifestyle vignettes" that reflect the design and comfort found in the homes of its high-end customers. In addition, the funds will be used for general corporate purposes and working capital.

Franklin Karp, Harvey's CEO, commented, "It's a great day for our shareholders, our customers, and our employees. The infusion of this equity growth capital combined with the talents of the CEOs who will be joining our Board is unprecedented for a small-cap consumer electronics company. Trinity's partners bring an extraordinary track record of success in building some of the world's most successful branded consumer products companies. Harvey's goal is to become the dominant installer of high-end home theaters in the New York metropolitan region, and we now have the money and the management talent to pursue our ambitions."

Harvey's current Chairman, Michael Recca, stated, "This transaction will benefit all of Harvey's shareholders. The Company clearly needs additional capital to develop its business plan, but capital alone is not sufficient. The Trinity transaction adds the crucial element of sophisticated and experienced directors whose expertise will be invaluable in enabling the Company to reach the next level. Moreover, unlike other recent convertible preferred issues by small-cap companies, this is true equity capital with the preferred stock convertible at a fixed price of $0.70 per share. It is a real endorsement of the potential of the Harvey brand that sophisticated operators and investors are eager to put so much growth capital into the Company on such favorable terms. If you have not been watching Harvey Electronics, you should be now. Although I am stepping down as Chairman, I do so confident that the Company, management, employees and shareholders are in good and capable hands and that Harvey faces a bright future."

Andy Stackpole, Trinity's founder and a former Managing Director in Merrill Lynch's Global Consumer Products group, is expected to become Chairman of Harvey. It is expected that Harvey's other Board members will be stepping down and will be replaced by a new slate of directors to be voted on by shareholders. Harvey's management team, including CEO Franklin Karp and CFO Joseph Calabrese, will remain with the Company in their current positions following the investment.

Stackpole stated, "We view Harvey as the nation's premier platform to invest in the incredible growth that is taking place in the high-end home theater installation market. Already the leading player in the country's most important region for premium audio and video, Harvey is also the #4 competitor nationally. This is a $3 billion + market which is growing in excess of 20% per year. With Harvey's brand, experience, and infrastructure we believe it is well-positioned to capitalize on this growth."

Joseph Calabrese, Harvey's CFO, commented, "The business and financial logic of this deal are obvious. Moreover, this significant infusion of new equity on our balance sheet is a transforming event for the Company."

The investors will purchase newly issued shares of 8% Convertible Preferred Stock, convertible into common stock at $0.70 per share and receive approximately 1.7 million Series A 7-year warrants exercisable at $1.40 per share. The transaction is subject to shareholder approval, which the Company will seek at a special meeting of shareholders. Complete details of the transaction will be available in an 8-K filing with the Securities and Exchange Commission, including items such as registration rights, and the Company's Proxy Statement which will be mailed to shareholders.

SHAREHOLDERS ARE URGED TO READ THE REGISTRANT'S PROXY STATEMENT RELATING TO THE TRANSACTIONS DESCRIBED HEREIN WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain copies of the proxy statement and any other relevant document for free, when available, from the website of the Securities and Exchange Commission, www.sec.gov, or by directing a request to Joseph J. Calabrese of the Registrant at [e-mail] or [phone] extension 2502.

Harvey Electronics, Inc., the investors in the Company's 8% Convertible Preferred Stock and vFinance Investments, Inc., the Company's placement agent, and their respective directors, members, managers, and officers may be deemed to be participants in the solicitation of proxies from Harvey shareholders in connection with the proposed transactions. Information about the ownership of Harvey stock, if any, by these persons is set forth in the proxy statement for Harvey's 2005 Annual Meeting of Shareholders.

About Harvey Electronics, Inc.

Harvey Electronics is a leading retailer and custom installer of high quality, exclusive home theater, audio and video products in the metropolitan New York area. The Company currently operates a total of nine locations; eight Harvey showrooms and one separate Bang & Olufsen branded store. There are two Harvey locations in Manhattan and six suburban locations in Paramus, New Jersey; Mt. Kisco, in Westchester; Greenwich, Connecticut; Greenvale/Roslyn, on the north shore of Long Island, in Eatontown, New Jersey and our newest store in Bridgewater, New Jersey. The Bang & Olufsen branded store is located in Union Square on 927 Broadway at 21st Street, in Manhattan. The Company also has a Bang & Olufsen showroom within our Harvey retail store in Greenwich, Connecticut.

Audio Video International, a well-respected trade publication, has named Harvey Electronics a national "Top Ten Retailer of the Year", seven years in a row.

Please visit a Harvey store or one of our Bang & Olufsen showrooms. Also, please inquire about Harvey's custom installation services.

From time to time, information provided by the Company, statements made by its employees or information, included in its filings with the Securities and Exchange Commission may contain statements, which are so-called "forward-looking statements" and not historical facts. Forward-looking statements can be identified by the use of words such as "believe", "expect", "intend", "anticipate", "in my opinion", and similar words or variations. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company's actual future results may differ significantly from those stated in any forward-looking statements. Forward-looking statements involve a number of risks and uncertainties, including, but not limited to, product demand, pricing, market acceptance, litigation, risks in product and technology development and other risk factors detailed in the Company's Prospectus dated March 31, 1998 and from time to time in the Company's Securities and Exchange Commission reports including its Form 10-K and Forms 10-Q.

For more information and showroom locations, visit our website at www.harveyonline.com.

About Trinity Investment Partners LLC

Trinity Investment Partners LLC is an investment firm focused on management buyouts, recapitalizations, and growth capital investments in the branded consumer products and retail sectors. Trinity's Management Partners are among the most experienced and successful executives in the branded consumer products industry. In the aggregate, they have:

-- Over 100 years of combined industry experience;

-- Managed businesses with total revenues in excess of $24 billion;

-- Improved profitability by between 50% and 400% at the companies they have led while also growing market share;

-- Spearheaded the acquisition of more than 30 businesses totaling over $6 billion in invested capital; and

-- Managed highly leveraged capital structures while delivering strong returns to investors.


Harvey Electronics, Inc.
Michael E. Recca, 212-709-1907
Fax: [phone]
[e-mail]
or
Franklin C. Karp, 201-842-0078
[e-mail]
or
Joseph J. Calabrese, 201-842-0078
[e-mail]
Fax: [phone]
or
Trinity Investment Partners LLC
Andy Stackpole, 917-368-8204
[e-mail]



Source: Business Wire (April 18, 2006 - 8:32 AM EDT)

News by QuoteMedia
www.quotemedia.com

[spencer_has_arrived]

Briefing.Com HRVE this morning.

18-Apr-06 09:09 ET In Play On The Wires : Harvey Electronics (HRVE) announces that it would receive approximately $4.0 mln in growth capital from several institutional investors...

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Harvey Electronics, Inc. Responds to Modern Technology Corp. Announcement of Possible Tender Offer
Harvey Electronics, Inc. ("Harvey Electronics", "Harvey" or the "Company"; NASDAQ Capital Market symbol: "HRVE") announced today that its Board of Directors has met to consider and determine a preliminary reaction to the public announcement and purported tender offer by Modern Technology Corporation ("Modern Technology"; OTCBB:MOTG.OB) for 51% of the issued and outstanding common shares of the Company.

Michael Recca, the Chairman of Harvey Electronics stated; "Contrary to the public announcements and filing of Modern Technology with the Securities and Exchange Commission, it is the view of the Board of Harvey that Modern Technology has NOT commenced a tender offer for the common shares that conforms with the requirements of applicable securities laws. We believe that the Schedule TO filing by Modern Technology is deficient in several material respects and fails to include material terms of a proper, and legally compliant, tender offer that would enable Harvey's Board of Directors to offer guidance to shareholders."

"Despite the Board's careful consideration of the purported offer, and in consultation with counsel to the Company, we are unable to make a recommendation concerning the Modern Technology announcement at this time."

"The Directors will carefully and promptly consider any tender offer or other documents properly filed by Modern Technology with the Securities and Exchange Commission and will respond appropriately when and if these documents are available. Until such time as more information is available, the Company's Board suggests that its shareholders take no action."

Additional Information

Prior to any request for the shareholders of Harvey Electronics to take any action with respect to the Modern Technology proposal, appropriate filings shall be made with the SEC, which filings may include proxy statements, a Schedule TO and/or a Schedule 14D-9. These filings will contain important information about the Modern Technology proposal and Harvey Electronics' position regarding the proposal. You are urged to read them carefully before taking any action or making any decision with respect to the proposal. You will be able to obtain the documents when they become available free of charge at the website maintained by the SEC at www.sec.gov.

About Harvey Electronics, Inc.

Harvey Electronics is a leading retailer and custom installer of high quality, exclusive home theater, audio and video products in the metropolitan New York area. The Company currently operates a total of nine locations; eight Harvey showrooms and one separate Bang & Olufsen branded store. There are two Harvey locations in Manhattan and six suburban locations in Paramus, New Jersey; Mt. Kisco, in Westchester; Greenwich, Connecticut; Greenvale/Roslyn, on the north shore of Long Island, in Eatontown, New Jersey and our newest store in Bridgewater, New Jersey. The Bang & Olufsen branded store is located in Union Square on 927 Broadway at 21st Street, in Manhattan. The Company also has a Bang & Olufsen showroom within our Harvey retail store in Greenwich, Connecticut.

Audio Video International, a well-respected trade publication, has named Harvey Electronics a national "Top Ten Retailer of the Year", seven years in a row.

Please visit a Harvey store or one of our Bang & Olufsen showrooms. Also, please inquire about Harvey's custom installation services.

From time to time, information provided by the Company, statements made by its employees or information, included in its filings with the Securities and Exchange Commission may contain statements, which are so-called "forward-looking statements" and not historical facts. Forward-looking statements can be identified by the use of words such as "believe", "expect", "intend", "anticipate", "in my opinion", and similar words or variations. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company's actual future results may differ significantly from those stated in any forward-looking statements. Forward-looking statements involve a number of risks and uncertainties, including, but not limited to, product demand, pricing, market acceptance, litigation, risks in product and technology development and other risk factors detailed in the Company's Prospectus dated March 31, 1998 and from time to time in the Company's Securities and Exchange Commission reports including its Form 10-K and Forms 10-Q.

For more information and showroom locations, visit our website at www.harveyonline.com.


Harvey Electronics, Inc.
Michael E. Recca
Chairman of the Board
Tel. [phone], Fax: [phone]
Email: [e-mail]
or
Harvey Electronics, Inc.
Franklin C. Karp, CEO/President
E-mail: [e-mail]
or
Joseph J. Calabrese, Executive Vice President & CFO
E-mail: [e-mail]
Tel. [phone], Fax [phone]



Source: Business Wire (April 17, 2006 - 2:45 PM EDT)

News by QuoteMedia

[jgbuz]

looks like its gapping BID .87 ASK .93
hope MOTG follows

[Stocktrader20]

Modern Technology Corp Initiates Tender Offer to Acquire Harvey Electronics
Monday April 3, 3:38 pm ET


OXFORD, MS--(MARKET WIRE)--Apr 3, 2006 -- Modern Technology Corp (OTC BB:MOTG.OB - News) a diversified technology development and acquisition company announced today the formal commencement of a Tender Offer to stockholders of Harvey Electronics pursuant to Regulation 14D of the Securities and Exchange Act of 1934, as Amended. A "SCHEDULE TO" Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 will be timely filed with the Securities and Exchange Commission subsequent to this announcement.
ADVERTISEMENT


The summary of the offer's terms and some answers to common questions appear below.

Anthony Welch, Modern Technology Corp's Chairman said, "We feel this to be an outstanding offer to current Harvey Electronics stockholders. Not only does this offer provide a superb cash distribution and excellent premium above market price, but it also provides an equity position in the new larger organization. Stockholders of Harvey will continue as stockholders of a new and more powerful combined organization, with far greater market liquidity, a fantastic vision, a model of continuous growth, and expecting to generate a profitable $65,000,000 in revenue for 2006. We welcome the stockholders of Harvey Electronics to our bold vision for the future."

Modern Technology Corp is offering to purchase 51% of the outstanding shares of common stock of Harvey Electronics, Inc. (NasdaqSC:HRVE - News) for $1.15 per share, upon the terms and subject to the conditions set forth in this Offer to Purchase. The following are some of the questions stockholders may have and answers to those questions.

Who is offering to buy my securities?

Our name is Modern Technology Corp. We are a Nevada corporation formed in 1982. We are a diversified technology development and acquisition company, building revenues through continuous growth, strategic acquisitions, and commercialization of nascent technology. MOTG improves operating efficiencies through the elimination of cost redundancies and realized synergy between subsidiaries. MOTG also commercializes new technology and provides to its subsidiaries new product lines, operations infrastructure, and significant intellectual capital. The company's mission is to build shareholder value through a model of continuous growth. Web Address: http://www.moderntechnologycorp.com.

What securities are you offering to purchase?

We are offering to purchase 51% of the outstanding common stock of Harvey Electronics, Inc. We refer to one share of Harvey Electronics, Inc. common stock as a "share" or "Share." No shares will be purchased if less than 51% are Tendered. No shares will be purchased beyond the first 51% tendered.

How much are you offering to pay for my securities and what is the form of payment?

We are offering to pay you $1.15 per share in cash and stock without brokerage fees, commissions or, except in certain circumstances, transfer taxes. The offer consists of $0.80 per share paid in cash upon expiration of this Offer, and $0.35 in Convertible Warrants per share payable at the expiration of this Offer.

The Warrant holder shall have the right to exchange his Warrant, at any time, for Common Stock in Modern Technology Corp and the Warrant holder will be guaranteed a number of shares of Modern Technology Common Stock worth no less than $0.35 at the time of Conversion. If the Market Price of Modern Technology Corp is above $0.35, the Warrant holder shall be entitled to one share of Modern Technology Corp Common Stock. The Warrant holder is under no obligation to sell the Common Stock he receives under exercising his Conversion privilege. Modern Technology Corp believes this provides the Warrant holder the ability to participate in the anticipated growth of Modern Technology Corp while at the same time, providing the ability to redeem his warrant for marketable securities at a guaranteed minimum.

Do you have the financial resources to pay for the shares?

We will need approximately $1,500,000 to fund the initial cash portion of the offer for all shares and to pay related fees and expenses. As of April 3rd, 2006, we have secured a commitment from our investors to provide $1,500,000 in cash to support this Offer. The equity portion of the Offer will be issued to all stockholders of Harvey Electronics who have tendered their shares. This equity distribution will be authorized and effected pursuant to a Board Resolution of the Board of Directors of Modern Technology Corp upon completion of the Tender Offer process.

Is your financial condition relevant to my decision to tender in the offer?

Because the form of payment consists of cash and securities with guaranteed minimums, and is not conditioned upon any financing arrangements other than from our investors, we do not think our financial condition is material to your decision whether to tender in the offer. However, you may view our most recent quarterly and annual financial information by visiting our filings with the U.S. Securities and Exchange Commission at www.sec.gov.

What does the Board of Directors of Harvey Electronics, Inc. think of the offer?

Harvey Electronics Inc.'s Board of Directors has not approved this offer or otherwise commented on it as of the date of this Offer to Purchase. Within 10 business days after the date of this Offer to Purchase, Harvey Electronics, Inc., is required by law to publish, send or give to you (and file with the Securities and Exchange Commission) a statement as to whether it recommends acceptance or rejection of the offer, that it has no opinion with respect to the offer or that it is unable to take a position with respect to the offer.

How long do I have to decide whether to tender in the offer and how does the offer expire?

You have until the expiration date of the offer to tender. The offer currently is scheduled to expire at 12:00 midnight, New York City time, on Monday, May 1, 2006. We do not intend to extend the expiration date of the offer at the present time. If the offer is extended, we will issue a press release announcing the extension at or before 9:00 A.M. New York City time on the next business day after the date the offer was scheduled to expire.

We may elect to provide a "subsequent offering period" for the offer. A subsequent offering period, if one is included, will be an additional period of time beginning after we have purchased shares tendered during the offer, during which stockholders may tender, but not withdraw, their shares and receive the offer consideration. We do not currently intend to include a subsequent offering period, although we reserve the right to do so.

The Offer will expire upon the first 51% of the common stock of Harvey Electronics being Tendered.

The Offer will expire in the event the Board of Directors of Harvey Electronics and Modern Technology Corp enter into a Definitive Agreement whereby Harvey Electronics and Modern Technology Corp agree, in substantive part, to a plan of acquisition or sale of assets resulting in Modern Technology Corp being the majority or sole owner of the common stock or assets of Harvey Electronics. Stockholders would receive a Proxy to cast their vote on the proposed transaction subsequent to a Definitive Agreement.

What are the most significant conditions to the offer?

The offer is conditioned upon, among other things there being validly tendered and not withdrawn before the expiration of the offer a number of shares representing at least a majority of the total number of shares outstanding on a fully diluted basis.

How will I be notified if the offer is extended?

If we decide to extend the offer, we will inform American Stock Transfer & Trust Company, the depositary for the offer, of that fact and will make a public announcement of the extension, no later than 9:00 A.M., New York City time, on the next business day after the date the offer was scheduled to expire.

How do I tender my shares?

To tender shares, you must deliver the certificates representing your shares, together with a completed Letter of Transmittal and any other required documents, to Registrar and Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016, Tel: [phone] not later than the time the offer expires. If your shares are held in street name by your broker, dealer, bank, trust company or other nominee, such nominee can tender your shares through The Depository Trust Company. If you cannot deliver everything required to make a valid tender to the transfer agent before the expiration of the offer, you may have a limited amount of additional time by having a financial institution (including most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange, Inc. Medallion Signature Program (MSP), guarantee, pursuant to a Notice of Guaranteed Delivery, that the missing items will be received by the depositary within three Nasdaq National Market trading days. However, the depositary must receive the missing items within that three trading day period.

Until what time can I withdraw tendered shares?

You can withdraw tendered shares at any time until the offer has expired, and, if we have not by May 7, 2006, agreed to accept your shares for payment, you can withdraw them at any time after such time until we accept shares for payment. You may not, however, withdraw shares tendered during a subsequent offering period, if one is included.

How do I withdraw tendered shares?

To withdraw shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to Registrar and Transfer Company while you have the right to withdraw the shares.

When and how will I be paid for my tendered shares?

Subject to the terms and conditions of the offer, we will pay for all validly tendered and not withdrawn shares promptly after the later of the date of expiration of the offer and the satisfaction or any waiver of the conditions to the offer relating to governmental or regulatory approvals. We do, however, reserve the right, in our sole discretion and subject to applicable law, to delay payment for shares until satisfaction of all conditions to the offer relating to governmental or regulatory approvals.

If a majority of the shares are tendered and accepted for payment, will Harvey Electronics, Inc. continue as a public company?

Harvey Electronics, Inc. will continue to be publicly owned. However, if we purchase all the tendered shares, there may be so few remaining stockholders and publicly held shares that the shares will no longer be eligible to be traded on a securities exchange, there may not be a public trading market for the shares, and Harvey Electronics, Inc. may cease making filings with the Securities and Exchange Commission or otherwise cease being required to comply with the SEC rules relating to publicly held companies. In either case, Harvey Electronics will continue its operations as a majority owned subsidiary of Modern Technology Corp.

If I decide not to tender, how will the offer affect my shares?

At the present time we are not offering to purchase any shares beyond 51% of the common stock of Harvey Electronics. We may make such an offer in the future. The remaining 49% of the Common Stock, the number of stockholders and the number of shares that are still in the hands of the public may be so small that there will no longer be an active or liquid public trading market (or, possibly, any public trading market) for shares held by stockholders other than Modern Technology Corp., which may affect prices at which shares trade. Also, as described above, Harvey Electronics, Inc. may cease making filings with the Securities and Exchange Commission or being required to comply with the SEC rules relating to publicly held companies.

What is the market value of my shares as of a recent date?

On March 31 2006, the last full trading day before the announcement of our intention to commence the offer, the last reported sales price of Harvey Electronics, Inc. common stock reported on the Nasdaq National Market was $0.65 per share. Please obtain a recent quotation for your shares prior to deciding whether or not to tender.

What are the federal income tax consequences of participating in the offer?

In general, your sale of shares pursuant to the offer will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. You should consult your tax advisor about the tax consequences to you of participating in the offer in light of your particular circumstances.

Who can I talk to if I have questions about the offer?

You can call Modern Technology Corp at 1.662.236.5928.



Contact:
Contact:
Investor Relations
Modern Technology Corp
1420 North Lamar Blvd.
Oxford, MS 38655 USA
Phone: [phone]
Fax: [phone]
Web: http://www.moderntechnologycorp.com

We are a public company trading under the symbol "MOTG" on the OTCBB



--------------------------------------------------------------------------------
Source: Modern Technology Corp

[spencer_has_arrived]

Yea i think so...im kind of like you

i only can muddle through rumors but someone we know is buying on occassion large blocks.Its a retail stock and should do well if retail and the new york economy supports them.
I just hope they grow like best buy did.

[FastEddie777]

I read on another board a while back (a rumor) about Modern Technology and Harvey possibly merging. Could this be possible. One poster said it could be a statuatory merger.

Take for the last reply.

FE777

[spencer_has_arrived]

From what i have read you are correct about there earnings they were below what everyone expected but i believe they did at least pull out .01 to even considerering the issues with flat panel t.v.'s and there suppliers being unable to fill orders.They did say that there start of the second quarter was stronger than anticipated and they opened another store...so they are still growing.

Harvey does have good stores,locations,etc....so there is always a possiblity that someone could see them as a buyout in the future...this of course is only opinions.

[FastEddie777]

The earnings weren't that good from what i could tell. Who would possibly want to takeover HRVE?

[spencer_has_arrived]

I think there is two reasons...
they believed HRVE would have stellar earnings and HRVE is a possible takeover target........

[FastEddie777]

Does anyone know what this stock traded over one million shares in early March 2006 for no reason that I know of. This seems peculiar to me.

[spencer_has_arrived]

Harvey Electronics, Inc. Reports Profitable Results for the First Quarter Ended January 28, 2006
Wednesday March 15, 2:14 pm ET
Improved Second Quarter Sales Results to Date


LYNDHURST, N.J.--(BUSINESS WIRE)--March 15, 2006--Harvey Electronics, Inc. ("Harvey Electronics", "Harvey" or the "Company". NASDAQ Capital Market symbol: "HRVE") announced profitable results for its first quarter ended January 28, 2006.
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The Company's pre-tax income for the first quarter ended January 28, 2006 declined to $70,000 from $454,000 for the same period ended January 29, 2005. Net income for the first quarter of fiscal 2006 declined to $45,000 from $274,000 for the same period last year.

As previously reported, net sales for the first quarter ended January 28, 2006 declined to approximately $11,385,000 or a 5.8% decrease from the same quarter last year. Comparable store sales for the first quarter of fiscal 2006 decreased approximately 10.9% from the same period last year.

Mr. Franklin Karp stated, "The Company's first quarter results were negatively impacted by the continued slowdown of retail store traffic and flat panel television shortages from key vendors, making it difficult to fulfill customer orders. Additionally, we experienced a reduction in the gross profit margin from competitive pressures on flat panel televisions, reduced higher margin audio sales, further price compression and from additional promotional advertising during the quarter."

Mr. Karp continued, "Despite the flat panel shortages and continued video price compression in the industry, the Company's video business remained relatively flat with the same quarter last year. Demand for flat panel televisions has continued to be strong and unit sales have increased 37% in the first quarter as compared to the same quarter last year. However, the increase in unit sales were offset by additional price compression of 18% in the first quarter."

"We have experienced strong growth in larger size plasma and LCD televisions while reporting declines in smaller units. Management believes this trend will continue to provide the Company with custom installation opportunities for these larger televisions and desired related home theaters."

"Harvey continues to train its sales staff and measure the attachment of higher margin audio sales, furniture, extended warranty and other accessories to these home theater projects. We are continuing to enhance our home theater demonstrations at different price points, showing the consumer the importance of quality audio products in their theaters. It's not home theater without quality audio products and dynamic sound. These presentations will give our customers a truly exhilarating experience, which we believe should improve audio sales."

"The Company continues to benefit from the strong demand for its custom installation and integration services. Custom installation projects continued to increase, as a percentage of gross sales and represented approximately 61% of gross sales in our first quarter as compared to approximately 58% of gross sales for the same period last year. Our profitable custom installation sales, including equipment and labor, remained strong and aggregated $7.1 million for our first quarter as compared to $7.2 million for the same period last year. These sales yield higher margins and stronger net profitability, as compared to normal retail store sales."

"Sales for our new Bridgewater, New Jersey store are maturing nicely and have been encouraging. We expect this store to contribute net store profitability in fiscal 2006."

Mr. Joseph Calabrese, Chief Financial Officer stated, "Our gross profit margin for the first quarter of fiscal 2006 declined to 40% from 42.3% for the same quarter last year. The decline was due to continued video price compression, reduced higher margin audio sales, and additionally from price promotions offered in December 2005 and January 2006. Additionally, we experienced an 8% decline in labor revenue during our first quarter of fiscal 2006 as well as a reduction of gross margin on our labor revenue from additional costs associated with our labor force. In the second quarter of fiscal 2006, we modified and increased our labor rates which should improve labor margins for the remainder of the year. Additional higher margin furniture, cable, wire and surge protector sales helped to mitigate the decline in our overall gross profit margin."

"The Company's selling, general and administrative expense for the first quarter of fiscal 2006 decreased by approximately 4.2%, as compared to the same quarter last year. This decrease was offset by additional expenses relating to our new Bridgewater, New Jersey store. Selling, general and administrative expenses declined as a result of the Company's ongoing cost reduction program, including reduced payroll and bonuses. These reductions were offset by increased depreciation expense, occupancy costs and other store operating expenses."

"The Company's net advertising expense for the first quarter of fiscal 2006 was reduced to $160,000 from $325,000 from the same period last year. This was due to reduced advertising expenditures which aggregated $730,000 for our first quarter, as compared to expenditures of $965,000 for the same period last year. Additionally, the Company realized less cooperative advertising support from its vendors during the first quarter of 2006."

Mr. Calabrese concluded, "Interest expense increased by approximately $32,000 or 71% in the first quarter of fiscal 2006 from the same period last year. This was primarily due to increased interest rates and borrowings from our credit facility in fiscal 2005 to fund the construction of our new retail store, as well as expenditures from our computer conversion project, which is expected to be completed in the summer of 2006."

Mr. Karp continued, "I am pleased to report that sales for the first six weeks of our second quarter have improved and have exceeded our expectations, as well as sales from the same period last year. This improvement in sales is attributed to additional flat panel product being made available from key video vendors, coupled with increased retail traffic."

Mr. Karp concluded, "We will continue to look to reduce expenses where appropriate and will continue to improve inventory efficiencies for the remainder of the year. Our stores are being re-merchandised and refocused to present exciting audio and video theater demonstrations and integrations into the home, cultivating our service offerings. I believe our brand is well recognized and respected. Furthermore, we will ensure that our employees offer our customers an exceptional retail and custom installation experience. We remain optimistic about fiscal 2006, our Company and its position in our market place."

Harvey Electronics is a leading retailer and custom installer of high quality, exclusive home theater, audio and video products in the metropolitan New York area. The Company currently operates a total of nine locations; eight Harvey showrooms and one separate Bang & Olufsen branded store. There are two Harvey locations in Manhattan and six suburban locations in Paramus, New Jersey; Mt. Kisco, in Westchester; Greenwich, Connecticut; Greenvale/Roslyn, on the north shore of Long Island, in Eatontown, New Jersey and our newest store in Bridgewater, New Jersey. The Bang & Olufsen branded store is located in Union Square on 927 Broadway at 21st Street, in Manhattan. The Company also has a Bang & Olufsen showroom within our Harvey retail store in Greenwich, Connecticut.

Audio Video International, a well-respected trade publication, has named Harvey Electronics a national "Top Ten Retailer of the Year", seven years in a row.

Please visit a Harvey store or one of our Bang & Olufsen showrooms. Also, please inquire about Harvey's custom installation services.

From time to time, information provided by the Company, statements made by its employees or information, included in its filings with the Securities and Exchange Commission may contain statements, which are so-called "forward-looking statements" and not historical facts. Forward-looking statements can be identified by the use of words such as "believe", "expect", "intend", "anticipate", "in my opinion", and similar words or variations. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company's actual future results may differ significantly from those stated in any forward-looking statements. Forward-looking statements involve a number of risks and uncertainties, including, but not limited to, product demand, pricing, market acceptance, litigation, risks in product and technology development and other risk factors detailed in the Company's Prospectus dated March 31, 1998 and from time to time in the Company's Securities and Exchange Commission reports including its Form 10-K and Forms 10-Q.

For more information and showroom locations, visit our website at www.harveyonline.com.

Harvey Electronics, Inc. Announces Profitable Results for the
Three Months Ended January 28, 2006
Harvey Electronics, Inc.
Statements Of Operations
(Unaudited)

Thirteen Weeks Thirteen Weeks
Ended Ended
January 28, January 29,
2006 2005
-------------------------------------
Net sales $11,385,253 $12,085,014
Other income - -
-------------------------------------
11,385,253 12,085,014
-------------------------------------

Cost of sales 6,833,906 6,987,864
Selling, general and
administrative expenses 4,403,576 4,597,963
Interest expense 77,483 45,243
-------------------------------------
11,314,965 11,631,070
-------------------------------------
Income before income taxes 70,288 453,944
Income taxes 25,000 180,000
-------------------------------------
Net income 45,288 273,944

Preferred Stock dividend requirement 12,331 12,750
-------------------------------------
Net income applicable to Common Stock $32,957 $261,194
======================================

Net income per share applicable to
common shareholders:
Basic $0.01 $0.08
======================================
Diluted $0.01 $0.06
======================================

Shares used in the calculation
of net income per common share:
Basic 3,508,584 3,455,987
======================================
Diluted 3,508,904 4,212,978
======================================


Balance Sheet Information:

(Unaudited)
January 28, 2006 October 29, 2005
---------------- ------------------
Current Assets $8,830,000 $8,618,000
Current Liabilities 7,003,000 5,658,000
Working Capital 1,827,000 2,960,000
Total Assets 14,095,000 13,879,000
Long-Term Liabilities 2,773,000 3,935,000
Shareholders' Equity 4,320,000 4,287,000




Contact:
Harvey Electronics, Inc.
Michael E. Recca, 212-709-1907
Fax: [phone]
[e-mail]
or
Franklin C. Karp, 201-842-0078
[e-mail]
or
Joseph J. Calabrese, 201-842-0078
[e-mail]
Fax: [phone]

--------------------------------------------------------------------------------
Source: Harvey Electronics, Inc.