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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 29, 2007
AUDIOVOX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-28839
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(State or other jurisdiction of incorporation) (Commission File Number)
13-1964841
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(I.R.S. Employer 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 2.01COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On December 21, 2006, Audiovox Corporation ("Audiovox") entered into a
definitive agreement to acquire Thomson's Americas consumer electronics
accessory business as well as rights to the RCA brand for consumer electronics
accessories.
On January 29, 2007, Audiovox completed its acquisition of Thomson's Americas
consumer electronics accessory business for a total purchase price of
approximately $59 million, which includes the working capital adjustment. The
acquisition includes the rights to the RCA brand for consumer electronics
accessories as well as the Recoton, Spikemaster, Ambico and Discwasher brands
for use on any products and the Jensen, Advent, Acoustic Research and Road Gear
brands for accessory products.
There was no material relationship between Audiovox and Thomson prior to the
purchase of the Thomson Americas consumer electronics accessory business.
A press release relating to the completion of this acquisition is furnished as
Exhibit 99.1 attached hereto.
The information furnished under Item 2.01 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.
ITEM 9.01(D). EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated January 29, 2007 by Audiovox Corporation
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 29, 2007 BY:/s/ Charles M. Stoehr
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Charles M. Stoehr
Senior Vice President and
Chief Financial Officer
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FOR IMMEDIATE RELEASE
AUDIOVOX CLOSES ACQUISITION OF THOMSON AMERICAS
CONSUMER ELECTRONICS ACCESSORY BUSINESS
HAUPPAUGE, NY, JANUARY 29, 2007 - Audiovox Corporation (NASDAQ: VOXX), announced
today that it has completed its acquisition of Thomson's Americas consumer
electronics accessory business for a total purchase price of approximately $59
million, which includes the working capital adjustment.
As announced on December 21, 2006, Audiovox has acquired the rights to the RCA
brand for Consumer Electronics accessories. The acquisition also includes the
Recoton, Spikemaster, Ambico and Discwasher brands for use on any products and
the Jensen, Advent, Acoustic Research and Road Gear brands for accessory
products. Audiovox already owns Jensen, Advent, Acoustic Research and Road Gear
brands for electronics products as part of prior acquisitions.
Patrick Lavelle, President and CEO of Audiovox stated, "We are pleased to have
closed on this transaction and believe the assimilation of Thomson's product
lines and personnel into our operations will be seamless, as we sell to many of
the same customers and have already taken the steps to streamline our operations
in anticipation of this deal. This acquisition significantly enhances our brand
portfolio, strengthens our position in the consumer electronics accessories
business and puts us in a better position to generate higher returns for our
shareholders."
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 statements. 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. 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, 2005 and its
Form 10-Q for the fiscal third quarter ended November 30, 2006.
Company Contacts
Glenn Wiener, GW Communications for Audiovox
Tel: 212-786-6011 or Email: gwiener@GWCco.com
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