UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report: April 5, 2005
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))
Page 1
Item 8.01 Other Events
On April 5, 2005, Audiovox Corporation (the "Company") issued a press
release announcing it received notification from Nasdaq that with the filing of
its Form 10-K, the Company has achieved compliance with Nasdaq listing
requirements. In addition, on April 6, 2005 the Company issued a press release
announcing it received the final escrow payment and the remaining balance of
outstanding net working capital adjustments associated with the sale of certain
assets of its cellular subsidiary. Please see the copy of the releases that are
furnished herewith as Exhibit 99.1 and 99.2.
The information furnished under this Item 8.01, including Exhibit 99.1,
shall not be deemed to be filed for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, and will not be incorporated by reference into
any registration statement filed under the Securities Act of 1933, as amended,
unless specifically identified therein as being incorporated therein by
reference.
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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: April 7, 2005 /s/ Charles M. Stoehr
-----------------------------
Charles M. Stoehr
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release, dated April 5, 2005, reporting Audiovox
Corporation's compliance with Nasdaq listing requirements.
99.2 Press Release, dated April 6, 2005, announcing Audiovox
Corporation's receipt of the escrow payment and
remaining balance of outstanding net working capital
adjustments associated with the sale of certain assets
of Audiovox Communications Corp.
Page 4
Audiovox Fulfills Nasdaq Listing Requirements; "E" To Be Removed
From Stock Symbol
Hauppauge, NY -- April 5, 2005 -- Audiovox Corporation (NASDAQ: VOXXE), today
announced that it has received notification from Nasdaq that as a result of its
Form 10-K filing on March 31, 2004, it is now in compliance with Nasdaq listing
requirements and the pending hearing has therefore been cancelled. As such, the
fifth character "E" will be removed from the Company's trading symbol effective
at the market open on April 6, 2005.
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.
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 as well as the
wireless business; our relationships with key suppliers 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. Risk factors associated with our business, including some of the
facts set forth herein, are detailed in the Company's Form 10-K for the fiscal
year ended November 30, 2004.
Investor Relations Contact:
Glenn Wiener
GW Communications
(212) 786-6011 or gwiener@GWCco.com
EXHIBIT 99.1
AUDIOVOX CORPORATION FINALIZES UTSTARCOM DEAL
Hauppauge, NY, April 6, 2005 . . . Audiovox Corporation (NASDAQ: VOXX) announced
today that it has received the final escrow payment and the remaining balance of
outstanding net working capital adjustments associated with the sale of its
cellular subsidiary's business, Audiovox Communications Corp. (ACC) to
UTStarcom, Inc. (NASDAQ: UTSI). One hundred percent of the escrow was paid, as
there were no disputes or adjustments to the transaction.
In total, the Company received gross proceeds of $322.1 million, which includes
the total purchase price of $165.1 million, $148.5 million in collected accounts
receivables and $8.5 in net working capital adjustments. John Shalam, Chairman,
President and CEO of Audiovox Corporation added, "As we have stated before, we
believe this transaction was in the best interest of our Company and its
shareholders. The Company collected all of the proceeds anticipated at the
signing of this deal." Shalam further stated, "We now look forward to using the
proceeds to build our portfolio of brands and continue the search for
synergistic and strategic acquisitions that will help fuel our company's future
growth." About Audiovox Audiovox Corporation is a leading international
distributor and value added service provider in the consumer electronics
industry. The Company conducts its business through 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.
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 as well as the
wireless business; our relationships with key suppliers 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. Risk factors associated with our business, including some of the
facts set forth herein, are detailed in the Company's Form 10-K for the fiscal
year ended November 30, 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 99.2