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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 21, 2002
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AUDIOVOX CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 1-9532 13-1964841
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation or File Number) Identification
organization) Number)
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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NONE
(Former name, former address and former fiscal year, if
changed since last report)
Item 5. Other Events
On October 21, 2002, Audiovox Corporation submitted to the Securities and
Exchange Commission the Statements under Oath of the Principal Executive Officer
and the Principal Financial Officer in accordance with the SEC's June 27, 2002
Order requiring the filing of sworn statements pursuant to Section 21(a)(1) of
the Securities Exchange Act of 1934.
The information in Exhibit 99.1 and Exhibit 99.2 are incorporated herein by
reference.
Item 7. Exhibits.
99.1 Statement Under Oath of Principal Executive Officer of Audiovox Corporation
Regarding Facts and Circumstances Relating to Exchange Act Filings.
99.2 Statement Under Oath of Principal Financial Officer of Audiovox Corporation
Regarding Facts and Circumstances Relating to Exchange Act Filings.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on it behalf by the undersigned
hereunto duly authorized.
AUDIOVOX CORPORATION
Dated: October 22, 2002 By: s/Charles M. Stoehr
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Charles M. Stoehr
Senior Vice President and
Chief Financial Officer
Statement Under Oath of Principal Financial Officer Regarding Facts
and Circumstances Relating to Exchange Act Filings
I, Charles M. Stoehr, Senior Vice President and Chief Financial Officer of
Audiovox Corporation state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports (as defined below) of Audiovox Corporation and, except as
corrected or supplemented in a subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (on in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed.
(2) I have reviewed the contents of this statement with Audiovox
Corporation's Audit Committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the Fiscal Year Ended November 30,
2001 as filed with the Securities and Exchange Commission on
March 18, 2002;
o all reports filed on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Audiovox Corporation filed with the
Commission subsequent to the filing of the Form 10-K identified
above; and
o any amendments to any of the foregoing.
s/Charles M. Stoehr
Charles M. Stoehr Subscribed and sworn to
Senior Vice President and Chief before me this 18th day
Financial Officer of October, 2002.
Audiovox Corporation
Date: October 18, 2002 s/Patricia Olsen
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Notary Public
My Commission Expires: 12/19/02
Exhibit 99.2
Statement Under Oath of Principal Executive Officer Regarding Facts
and Circumstances Relating to Exchange Act Filings
I, John J. Shalam, Chief Executive Officer of Audiovox Corporation state
and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports (as defined below) of Audiovox Corporation and, except as
corrected or supplemented in a subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (on in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed.
(2) I have reviewed the contents of this statement with Audiovox
Corporation's Audit Committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the Fiscal Year Ended November 30,
2001 as filed with the Securities and Exchange Commission on
March 18, 2002;
o all reports filed on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Audiovox Corporation filed with the
Commission subsequent to the filing of the Form 10-K identified
above; and
o any amendments to any of the foregoing.
s/John J. Shalam
John J. Shalam Subscribed and sworn to
Chief Executive Officer before me this 18th day of
Audiovox Corporation October, 2002.
Date: October 18, 2002 s/Susan C. Toomey
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Notary Public
My Commission Expires: 01/04/03
Exhibit 99.1