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) May 24, 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))
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Item 8.01 Other Events
On May 24, 2005, Audiovox Corporation ("the Company") issued a press
release announcing that John J. Shalam, Chairman and Chief Executive Officer,
Michael Stoehr, Senior Vice President and Chief Financial Officer and Philip
Christopher, Director have each entered into a written selling program in
accordance with the guidelines specified by the SEC's Rule 10b-5, under the
Securities and Exchange Act of 1934. 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: May 24, 2005 By: /s/ John J. Shalam
------------------------------------------
John J. Shalam
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release, dated May 24, 2005,announcing the
adoption of a 10b-5 Plan.
Page 4 of 4
FOR IMMEDIATE RELEASE
Audiovox Corporation Adopts 10b-5 Plan
Hauppauge, NY...May 24, 2005...Audiovox Corporation (NASDAQ: VOXX) today
announced that John J. Shalam, Chairman and Chief Executive Officer, Michael
Stoehr, Senior Vice President and Chief Financial Officer and Philip
Christopher, Director have each entered into a written selling program in
accordance with the guidelines specified by the SEC's Rule 10b-5, under the
Securities and Exchange Act of 1934.
Pursuant to the selling programs, each individual intends to exercise certain of
his Audiovox options, which were granted in 1995 and would otherwise expire on
August 9, 2005. In total, there are 212,500 options that will be exercised, of
which, Mr. Shalam holds approximately 82%. In Mr. Shalam's case, he will not
sell more than 20,000 shares per day.
Shalam stated, "The exercising of these options and the potential sale
thereafter is in no way reflective of our belief in the company's near- and
long-term prospects. We have entered a 10b-5 plan as a way of achieving prudent
diversification of our assets as well as estate planning." Shalam continued,
"With regard to the block of options that I will exercise, assuming all of them
are exercised and sold, it will represent only a small percentage of my personal
holdings."
Shalam further stated, "Our business has been improving and many of the issues
that have impacted our results over the past six months are drawing to a close.
We look forward to a continuation of this improving trend during the second half
of fiscal 2005 and believe our cash position and strong balance sheet provides
us with the financial flexibility to grow both internally and via acquisition
over the coming years. We continue to work diligently to increase shareholder
value for all parties."
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.
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 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
Exhibit 99.1
Audiovox Corporation Adopts 10b-5 Plan
Page 2 of 2
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 for the fiscal year ended November 30, 2004 and Form
10-Q for the fiscal first quarter ended February 28, 2005.
Company Contacts
Glenn Wiener
GW Communications for Audiovox
Tel: 212-786-6011
Email: GWIENER@GWCCO.COM
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Exhibit 99.1