UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 3, 2005
AUDIOVOX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-28839 13-1964841
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(State or other I.R.S. Employer
jurisdiction of incorporation) (Commission File Number) Identification No.)
180 Marcus Blvd., Hauppauge, New York 11788
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (631) 231-7750
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))
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Item 8.01 Other Events
On January 3, 2005, Audiovox Corporation (the "Company") issued a press release
announcing the collection of outstanding receivable balances which were
retained from the sale of its Wireless subsidiary. The Company also reported
a positive net working capital adjustment in connection with the sale. 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.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AUDIOVOX CORPORATION (Registrant)
Date: January 4, 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 January 3, 2005, reporting that
Audiovox Corporation has collected outstanding receivable
balances from the sale of its Wireless subsidiary and
received a positive net working capital adjustment.
Page 4 of 4
FOR IMMEDIATE RELEASE
AUDIOVOX COLLECTS OUTSTANDING RECEIVABLE BALANCES
FROM THE SALE OF ITS WIRELESS SUBSIDIARY
Company will receive additional $7.5 million in working capital adjustment
Hauppauge, NY, January 3rd, 2005 . . . Audiovox Corporation (NASDAQ: VOXX) today
announced that in connection with the completed sale of assets of Audiovox
Communications Corp. (ACC), to date it has collected $147.3 million of the
$150.1 million in outstanding accounts receivable balances retained as part of
the sale. Inclusive of reserves, the realization on the accounts receivable to
date is 99.6%. Collection of the remaining balance is currently ongoing.
In addition the company will receive an additional $7.5 million positive net
working capital adjustment as part of the transaction, pending finalization of
the audit.
The Company remains on schedule to complete the requirements of the transaction,
which includes finalization of an escrow payment to Audiovox of $8.2 million.
John Shalam, Chairman, President and CEO of Audiovox Corporation added, "The
collection of the outstanding ACC account receivable balances and working
capital adjustments have gone smoothly. That result places the value of this
transaction deal at approximately $321.0 million."
Shalam further stated, "We believe this transaction was in the best interest of
our Company and its shareholders and we continue the search for synergistic and
strategic acquisitions that will help fuel our company's future growth."
About Audiovox
Audiovox Corporation is a leading international distributor and value added
service provider in the consumer electronics industry. The Company currently
conducts its business through Audiovox Electronics Corporation (AEC), a wholly
owned subsidiary. AEC is a recognized leader in the marketing of automotive
entertainment, vehicle security and consumer electronics products. The company
is number one in mobile video and places in the top ten of almost every category
that it sells.
Among the lines marketed by AEC are its mobile electronics products including
mobile video systems, auto sound systems including satellite radio, vehicle
security, and consumer electronics products such as portable DVD players,
flat-panel TV's, extended range two-way radios, multi media products like MP 3
players, and home and portable stereos. The company markets its products through
an extensive distribution network that includes power retailers, 12-volt
specialists, mass merchandisers and an OE sales group. The company markets
products under the Audiovox, Jensen, Acoustic Research, Advent, Code Alarm and
Prestige brands. For additional information, visit our web site at
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
- more -
Exhibit 99.1
Audiovox Collects Outstanding Receivable Balance
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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 as well as the wireless business; 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. 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