Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
AUDIOVOX CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 13-1964841
- ---------------------------- -------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.
150 Marcus Blvd., Hauppauge, New York 11788
- ----------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Audiovox Corporation 1999 Stock Compensation Plan
Audiovox Corporation Employee Stock Purchase Plan
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(Full Title of the Plans)
ROBERT S. LEVY, ESQ.
LEVY & STOPOL, LLP
One Pennsylvania Plaza
New York, New York 10119/0165
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(Name and address of agent for service)
(212) 279-7007
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(Telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed
sale to the public: As Soon As Practicable After
Registration Statement Becomes Effective.
Total of sequentially numbered pages:9
The Exhibit Index appears on sequential page 5
herein.
1
(Continuation of Facing Page)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration Fee
to be Registered Registered Per Unit(1) Offering Price(1)
- ------------------------ --------------------- ------------------ ---------------------- ---------------------
Class A 2,500,000 shares $28.09375 $70,234,375.00 $18,541.86
Common Stock,
par value $.01
per share
(1) Estimated solely for the purpose of calculating the registration fee
and based upon the average of the high and low prices of the Common
Shares on the Nasdaq on May 9, 2000.
Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers such additional
indeterminate number of shares as may become issuable pursuant to
anti-dilution and adjustment provisions of any options to purchase
shares registered hereby.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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Thereare hereby incorporated by reference in this Registration Statement
the following documents or portions of documents and information previously
filed with the Securities and Exchange Commission:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
November 30, 1999.
2. The Registrant's Quarterly Report on From 10-Q for the quarter ended
February 29, 2000.
3. All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement, and prior to the filing of a post-effective amendment
which indicates that all the securities offered have been sold or which de-
registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Expect as superseded or modified herein, any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this document.
Item 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not applicable.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
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The Registrant's Certificate of Incorporation provides that to the fullest
extent permitted by law, no director shall be personally liable to the
Registrant or its stockholders for monetary damages for breach of his fiduciary
duty as a director. Section 102(7) of the Delaware Law provides that a
corporation may include such a provision in its certificate of incorporation,
provided that such provision shall not eliminate liability (i) for any breach of
a director's duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware Law (relating
to unlawful payment of dividends and certain other matters) or (iv) for any
transaction in which a director derived an improper
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personal benefit.
The General Corporation Law of Delaware, the Company's state of
incorporation, permits the Company to indemnify directors and officers in
certain circumstances against expenses, judgments, fines and amounts paid in
settlement in connection with legal proceedings in which such persons may be
involved due to their positions with the Company, and to advance payment of
expenses to such persons. A director or officer may be indemnified if he acted
in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interest of the Company, and, with respect to any criminal
action or proceeding, he had no reasonable cause to believe that his conduct was
unlawful. The Company's Certificate of Incorporation and By-laws require that
such persons be indemnified by the Company to the fullest extent authorized by
law, and set out a procedure by which these rights may be enforced. To the
extent that a director or officer has been successful in the defense of any such
action, the Company must indemnify him for his expenses. In the case of
partially or wholly unsuccessful defenses, or settlements, a disinterested
majority of the Board of Directors, independent legal counsel, or the
stockholders may decide if his conduct met the standard set out above and, if it
is decided that this standard was met, the Company must indemnify him. If it is
decided that his conduct did not meet this standard, or if no decision is made,
the director or officer may bring an action to enforce his right to
indemnification and, if the court finds that his action did meet the standard,
the Company must indemnify him. The Company bears the burden of proof in any
such action. However, if a director or officer has been found liable to the
Company in an action by or in the right of the Company (such as a stockholders'
derivative suit), indemnification is available only to the extent ordered by the
court in which such action was brought.
The Company has also secured director and officer insurance providing,
subject to the terms and conditions of such policy, indemnification in the
maximum amount of $50,000 per loss (with a $5,000 deductible) for each director
and officer and $5,000,000 (with $200,000 deductible) for the Company.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
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Item 8. EXHIBITS.
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Exhibit No. Description
10(a) 1999 Stock Compensation Plan (incorporated by reference to the
Company's Proxy Statement filed via EDGAR on March 1, 2000)
10(b) Employee Stock Purchase Plan (incorporated by reference to the
Company's Proxy Statement filed via EDGAR on March 1, 2000)
23 Consent of Independent Auditors
25 Power of Attorney (included on signature page)
Item 9. UNDERTAKINGS.
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(a) Rule 415 Offerings. The undersigned registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "1933 Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and,
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply to information required to be included in a
post-effective amendment by those paragraphs which are contained in
periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the 1933 Act,
each such post- effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
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thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) Filing Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the 1933 Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in this registration statement shall be deemed to
be a new registration statement relating to the securities offered therein and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Hauppauge, State of New York, on this 10th day of May
2000.
AUDIOVOX CORPORATION
BY: s/John J. Shalam
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John J. Shalam,
Chief Executive Officer and Director
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints John J.
Shalam, Philip Christopher and Charles M. Stoehr, and each of them as
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any amendment to this Registration Statement and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting to said attorneys-in-fact, and
each of them, full power and authority to do and perform each and every act and
things requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
S/John J. Shalam Chief Executive Officer May 10, 2000
- ------------------------------- and Director
John J. Shalam
S/Philip Christopher Executive Vice President May 10, 2000
- -------------------- and Director
Philip Christopher
S/Charles M. Stoehr Senior Vice President, May 10, 2000
- --------------------- Chief Financial Officer
Charles M. Stoehr and Director
s/Patrick M. Lavelle Senior Vice President, May 10, 2000
- ---------------------- Automotive Electronics
Patrick M. Lavelle Division and Director
S/Ann M. Boutcher Vice President, May 10, 2000
- -------------------------------- Marketing and Director
Ann M. Boutcher
S/Richard A. Maddia Vice President, MIS May 10, 2000
- ------------------- and Director
Richard A. Maddia
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Signature Title Date
S/Paul C. Kreuch, Jr. Director May 10, 2000
- ----------------------
Paul C. Kreuch, Jr.
S/Dennis F. McManus Director May 10, 2000
- --------------------
Dennis F. McManus
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Independent Auditors' Consent
The Board of Directors
Audiovox Corporation:
We consent to the incorporation herein by reference of our reports dated January
13, 2000, with respect to the consolidated balance sheets of Audiovox
Corporation and subsidiaries as of November 30, 1999 and 1998, and the related
consolidated statements of income, stockholders' equity and cash flows for each
of the years in the three-year period ended November 30, 1999, and the related
schedule, which reports appear in the November 30, 1999 annual report on Form
10-K of Audiovox Corporation and subsidiaries.
s\KPMG LLP
Melville, New York
May 10, 2000
Exhibit 23
