UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 1, 2005
AUDIOVOX CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-28839 13-1964841
(Commission File Number) (IRS Employer Identification No.)
180 Marcus Boulevard, Hauppauge, New York 11788
(Address of Principal Executive Offices) (Zip Code)
(631) 231-7750
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of file
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(e))
Page 1 of 4
Item 8.01 Other Events
On March 1, 2005, Audiovox Corporation (the "Company") issued a press
release announcing it anticipates filing its Form 10-K for fiscal 2004 on or
before March 31, 2005. In addition, the Company announced it anticipates
receiving a delisting notice from the Nasdaq; however, the delisting of the
Company's securities will be stayed pending the outcome of a Nasdaq hearing.
Please see the copy of the release that is furnished herewith as Exhibit 99.1
The information furnished under this Item 8.01, including Exhibit 99.1,
shall not be deemed to be filed for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, and will not be incorporated by reference into
any registration statement filed under the Securities Act of 1933, as amended,
unless specifically identified therein as being incorporated therein by
reference.
Page 2 of 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AUDIOVOX CORPORATION (Registrant)
Date: March 1, 2005 /s/ Charles M. Stoehr
-------------------------
Charles M. Stoehr
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release, dated March 1, 2005, reporting Audiovox
Corporation's anticipated filing date of the Company's
fiscal 2004 Form 10-K.
Page 4 of 4
FOR IMMEDIATE RELEASE
Audiovox Corporation Announces Delay in Filing of its Fiscal 2004 Form 10-K
Hauppauge, NY...March 1, 2005...Audiovox Corporation (NASDAQ: VOXX) today
announced that it expects to file its Form 10-K for the fiscal 2004 period on or
before March 31, 2005.
The fiscal 10-K filing date was to have been February 28th, 2005 as a result of
a Form 12b-25 filing with the Securities and Exchange Commission (SEC)
requesting an extension on the filing of its Form 10-K for fiscal 2004. The
delay is due to the fact that the Company's auditors require additional time to
complete the fiscal 2002 audit of Audiovox and its subsidiaries. The fiscal 2002
audit includes Audiovox Communications Corporation, the net assets of which were
sold to UTStarcom in November of last year.
The Company anticipates that it will receive a delisting notice from Nasdaq when
it does not file on time. Management has indicated that upon receiving notice
from Nasdaq, it will request a hearing before a Nasdaq Listing Qualification
Panel to review the Staff Determination in accordance with NASD Marketplace Rule
4800 Series. As a result, the delisting of the Company's securities will be
stayed until the hearing is held and a determination is made. The Company is
taking all necessary steps to ensure regulatory compliance is met.
About Audiovox
Audiovox Corporation is a leading international supplier and value added service
provider in the consumer electronics industry. The Company conducts its business
through subsidiaries and markets, mobile and consumer electronics products both
domestically and internationally under several of its own brands. It also
functions as an OEM (Original Equipment Manufacturer) supplier to a wide variety
of customers, through several distinct distribution channels. For additional
information, please visit Audiovox on the Web at http://www.audiovox.com.
Safe-Harbor Language
Except for historical information contained herein, statements made in this
release that would constitute forward-looking statements may involve certain
risks and uncertainties. All forward-looking statements made in this release are
based on currently available information and the Company assumes no
responsibility to update any such forward-looking statement. The following
factors, among others, may cause actual results to differ materially from the
results suggested in the forward-looking statements. The factors include, but
are not limited to, risks that may result from changes in the Company's business
operations; our ability to keep pace with technological advances; significant
competition in the mobile and consumer electronics businesses; our relationships
with key suppliers and customers; quality and consumer acceptance of newly
introduced products; market volatility; non-availability of product; excess
inventory; price and product competition; new product introductions; the
possibility that the review of our prior filings by the SEC may result in
changes to our financial statements; and the possibility that stockholders or
regulatory authorities may initiate proceedings against Audiovox and/or our
officers and directors as a result of any restatements or other corporate
actions. Risk factors associated with our business, including some of the facts
set forth herein, are detailed in the Company's Form 10-K/A for the fiscal year
ended November 30, 2003 and Form 10-Q for the fiscal 2004 third quarter ended
August 31, 2004.
Company Contact: Public and Investor Relations Contact:
C. Michael Stoehr, SVP/CFO Glenn Wiener
Audiovox Corporation GW Communications
(631) 231-7750 (212) 786-6011 or gwiener@GWCco.com
Exhibit 99.1