UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 7, 2005
AUDIOVOX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-28839 13-1964841
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) 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))
Page 1 of 4
Item 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED
LISTING RULE OR STANDARD; TRANSFER OF LISTING.
On March 1, 2005, Audiovox Corporation (the "Company") issued a press release
(the "Press Release") announcing that the Company expects to file its Form 10-K
for fiscal 2004 on or before March 31, 2005 and stating that the Company's
auditors require additional time to complete the fiscal 2002 audit of the
Company and its subsidiaries. The Press Release also reported that the Company
anticipates receiving a delisting notice from Nasdaq. On March 1, 2005, the
Company also filed a Current Report on Form 8-K with the Securities & Exchange
Commission (the "SEC") to report the issuance of the Press Release.
On March 3, 2005, the Company received a Nasdaq Staff Determination Letter
indicating the Company's securities are subject to delisting from Nasdaq at the
opening of business on March 14, 2005, because the Company's Annual Report on
Form 10-K was not filed and as a result the Company failed to comply with the
requirements for continued listing set forth in Nasdaq's Marketplace Rule
4310(c)(14). Effective at the opening of business on March 7, 2005, the fifth
character "E" will be appended to the Company's trading symbol and it will be
changed from VOXX to VOXXE.
The Company intends to request a hearing before a Nasdaq Listing Qualifications
Panel to review the Staff Determination and request continued listing on Nasdaq
until our auditors complete the audit of our consolidated financial statements
for the fiscal year ended November 30, 2002 and we file our Form10-K for fiscal
2004. A hearing request will stay the delisting of our securities pending a
written decision of the Nasdaq Listing Qualifications Panel. There can be no
assurance that the Panel will grant our request for continued listing.
Item 7.01 REGULATION FD DISCLOSURES.
On March 7, 2005, we issued a press release announcing that we had received
notification from Nasdaq that our securities are subject to delisting. This
press release is attached as Exhibit 99.1.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Description
99.1 Press Release dated March 7, 2005 announcing delisting notice
from Nasdaq.
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SIGNATURE
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.
Date: March 7, 2005 AUDIOVOX CORPORATION
/s/ Charles M. Stoehr
Charles M. Stoehr
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
99.1 Press Release dated March 7, 2005 announcing delisting notice
from Nasdaq.
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AUDIOVOX CORPORATION ANNOUNCES DELISTING NOTICE FROM NASDAQ
- Company Will Request Hearing With Nasdaq Regarding Continued
Listing of its Commom Stock -
- "E" to be Added to Stock Symbol Due to Non-compliance with NASD
Marketplace Rule 4310(c)(14) -
Hauppauge, NY, March 7, 2005. . . Audiovox Corporation (Nasdaq: VOXX) today
announced that on March 3, 2005 it received a Nasdaq Staff Determination
indicating that the Company has failed to comply with the filing requirement for
continued listing set forth in NASD Marketplace Rule 4310(c)(14), and that its
securities are, therefore, subject to delisting from The Nadsaq Stock Market,
Inc. NASD Marketplace Rule 4310(c)(14) requires that Nasdaq issuers timely file
their periodic reports in compliance with the reporting obligations under the
federal securities laws.
As previously announced on March 1, 2005, the Company has not timely filed its
Annual Report on Form 10-K for the fiscal year ended November 30, 2004. At the
opening of business on March 7, 2005, a fifth character "E" will be appended to
the Company's trading symbol so that it will be changed from VOXX to VOXXE.
The Company intends to appeal the Staff's determination by requesting a hearing
before a Nasdaq Listing Qualification Panel (the "Panel"). The time and place of
such hearing will be determined by the Panel however, the delisting of the
Company's securities will be stayed pending the outcome of such hearing. If the
Company fails to request a hearing by March 10, 2005, its securities will be
delisted from Nasdaq at the opening of business on March 14, 2005 without
further notice. There can be no assurance that the Panel will grant the
Company's request for continued listing, however, the Company understands that
if it files its 2004 Form 10-K prior to such hearing, the listing of the
Company's securities will continue and the VOXX trading symbol will be restored.
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
- more -
EXHIBIT 99.1
Audiovox Announces Delisting Notice from Nasdaq
Page 2 of 2
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