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): November 26, 2007
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 5.03 Amendment to Articles of Incorporation or By-Laws; Change in Fiscal
Year
Effective November 26, 2007, the Board of Directors of Audiovox Corporation (the
"Company") unanimously approved an amendment to the Company's by-laws (the
"By-laws") to permit the Company to issue uncertificated shares of its Class A
Common Stock. The By-laws had provided that all shares of stock of the Company
were to be represented by certificates. This amendment was approved in order for
the Company to comply with NASDAQ Rule 4350(1) and become eligible to
participate in a Direct Registration Program.
The foregoing description of the Amendment is not complete and is qualified in
its entirety by reference to the text of the By-law Amendment which is filed as
Exhibit 3.1 hereto and is incorporated by reference.
Item 9.01(d) Financial Statements and Exhibits.
Exhibit No. Description
- ---------- -----------
3.1 Amendment to the By-Laws of 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: November 28, 2007 By: /s/ Charles M. Stoehr
-------------------------
Charles M. Stoehr
Senior Vice President and
Chief Financial Officer
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Exhibit 3.1
Sections 1 and 2 of Article VI of the Company's By-Laws are hereby deleted
in their entirety and replaced with the following:
Section 1. The shares of capital stock of the Company shall be
represented by a certificate, unless and until the Board of Directors of
the Company adopts a resolution permitting shares to be uncertificated.
Notwithstanding the adoption of any such resolution providing for
uncertificated shares, every holder of capital stock of the Company
theretofore represented by certificates and, upon request, every holder of
uncertificated shares, shall be entitled to have a certificate for shares
of capital stock of the Company signed by, or in the name of the Company
by, (a) the Chairman of the Board, the Vice Chairman of the Board, the
Chief Executive Officers, the President or any Executive Vice President,
and (b) the Chief Financial Officer, the Secretary or an Assistant
Secretary, certifying the number of shares owned by such stockholder in the
Company.
Section 2. Subject to any restrictions on transfer specified or noted
on the stock certificate or in the certificate of incorporation or imposed
by law, stock of the Company shall be transferable in the manner prescribed
by applicable law in these By-Laws. Transfers of stock shall be made on the
books of the Company, and in the case of certificated shares of stock, only
by the person named in the certificate or by such person's attorney
lawfully constituted in writing and upon the surrender of the certificate
thereof, properly endorsed for transfer and payment of all necessary
transfer taxes; or, in the case of uncertificated shares of stock, upon
receipt of proper transfer instructions from the registered holder of the
shares or by such person's attorney lawfully constituted in writing, and
upon payment of all necessary transfer taxes and compliance with
appropriate procedures for transferring shares in uncertificated form;
provided, however, that such surrender and endorsement, compliance or
payment of taxes shall not be required in any case in which the officers of
the Company shall determine to waive such requirement. With respect to
certificated shares of stock, every certificate exchanged, returned or
surrendered to the Company shall be marked "Cancelled," with the date of
cancellation, by the Secretary or Assistant Secretary of the Company or the
transfer agent thereof. No transfer of stock shall be valid as against the
Company for any purpose until it shall have been entered in the stock
records of the Company by an entry showing from and to whom transferred.