SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 15, 2003
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AUDIOVOX CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-28839 13-1964841
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(State or other jurisdiction (Commission (I.R.S. Employer
of Incorporation or File Number) Identification Number)
organization)
150 Marcus Boulevard, 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
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Page 1 of 4 Pages
Exhibit Index on Page 4
Item 5. Other Events.
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Attached as Exhibit 99.1 is a copy of a press release dated April 15, 2003.
Forward Looking Statements Warning
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 our ability to keep pace with
technological advances; significant competition in the wireless, mobile and
consumer electronics businesses; quality and consumer acceptance of newly
introduced products; our relationships with key suppliers and customers; 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; the
possibility that our failure to timely file our annual report on Form 10-K for
the fiscal year ended November 30, 2002 and potentially our quarterly report on
Form 10-Q for the quarter ended February 28, 2003 will result in a determination
that we are subject to delisting from the Nasdaq Stock Market; the possibility
that the Nasdaq will decline our request for continued listing; 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 that may be required as a result of the resolution of the SEC
comment letter. Risk factors associated with our business, including some of the
factors set forth herein, are detailed in the Company's Form 10-Q for the fiscal
third quarter ended August 31, 2002 and other documents filed with the SEC.
Item 7(c). Exhibit
Exhibit 99.1 Press Release of Audiovox Corporation dated April 15, 2003.
Page 2 of 4 Pages
Exhibit Index on Page 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AUDIOVOX CORPORATION
Dated: April 16, 2003 By: s/Charles M. Stoehr
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Charles M. Stoehr
Senior Vice President and
Chief Financial Officer
Page 3 of 4 Pages
Exhibit Index on Page 4
EXHIBIT INDEX
Exhibit No. Description
Exhibit 99.1 Press Release of Audiovox Corporation dated April 15, 2003
Page 4 of 4 Pages
Exhibit Index on Page 4
FOR IMMEDIATE RELEASE
Audiovox Corporation to File Quarterly Report on Form 10-Q Late
HAUPPAUGE, N.Y., April 15 /PRNewswire/ -- Audiovox Corporation (Nasdaq: VOXXE)
today announced that it would not timely file its Form 10-Q for the fiscal first
quarter ended February 28, 2003.
As previously announced, the company has not filed its Annual Report on Form
10-K for the fiscal year ended November 30, 2002 due to the Company's continuing
effort to respond to and clarify matters raised in comment letters received from
the Securities and Exchange Commission (SEC) on prior Form 10-K and 10-Q
filings. Inasmuch as the comments raised have not yet been resolved, Audiovox
will not be in a position to timely file its quarterly report on Form 10-Q and
earlier today, filed Form 12b-25, indicating the delayed filing of the Form 10-Q
for the 2003 fiscal first quarter. While the Company can give no assurances as
to when the matters will be resolved, the Company has devoted, and will continue
to devote, significant time and resources to expedite the resolution of the SEC
comment letter and make the SEC filings.
The company's hearing before the Nasdaq Listing Qualification Panel for
continued listing has been scheduled for Thursday, April 24, 2003. There can be
no assurance that the Nasdaq panel will grant Audiovox's request for continued
listing.
Audiovox Corporation is an international leader in the marketing of cellular
telephones, mobile security and entertainment systems, and consumer electronics
products. The Company conducts its business through two subsidiaries and markets
its products both domestically and internationally under its own brands. It also
functions as an OEM (Original Equipment Manufacturer) supplier to several
customers. For additional information, please visit Audiovox on the Web at
http://www.audiovox.com .
Audiovox Safe Harbor
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 our ability to keep pace with
technological advances; significant competition in the wireless, mobile and
consumer electronics businesses; quality and consumer acceptance of newly
introduced products; our relationships with key suppliers and customers; 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; the
possibility that our failure to timely file our annual report on Form 10-K for
the fiscal year ended November 30, 2002 and potentially our quarterly report on
Form 10-Q for the quarter ended February 28,. 2003 will result in a
determination that we are subject to delisting from the Nasdaq Stock Market; the
possibility that the Nasdaq will decline our request for continued listing; 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 that may be required as a result of the resolution of the SEC
comment letter. Risk factors associated with our business, including some of the
factors set forth herein, are detailed in the Company's Form 10-Q for the fiscal
third quarter ended August 31, 2002 and other documents filed with the SEC.
Company Contacts:
C. Michael Stoehr, SVP and CFO - (631) 231-7750
Glenn Wiener, Investor and Financial Media Relations -(212)579-2255
Exhibit 99.1