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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 (Date of earliest event reported) February 7, 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 of 4
Item 8.01 Other Events
On February 7, 2005, Audiovox Corporation (the "Company") issued a press
release announcing it will release results for fiscal 2004 on Monday, February
14, 2005. In addition, the Company also announced it will be filing a Form
12b-25 with the Securities and Exchange Commission (SEC) and anticipates filing
its Form 10-K for fiscal 2004 on or before February 28, 2005. Please see the
copy of the release that is furnished herewith as Exhibit 99.1
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.
Page 2 of 4
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: February 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 February 7, 2005, reporting Audiovox
Corporation's scheduled date to release fiscal 2004 results
and the announcement of the Company's intention to file Form
12b-25 with the Securities and Exchange Commission
Page 4 of 4
FOR IMMEDIATE RELEASE
AUDIOVOX CORPORATION TO RELEASE
FISCAL 2004 RESULTS & HOST CONFERENCE CALL
Hauppauge, NY, February 7, 2005 . . .(NASDAQ: VOXX)...Audiovox Corporation (the
"Company") today announced that it will release results for fiscal 2004 on
Monday, February 14th, 2005. The Company also announced that it will be filing a
Form 12b-25 with the Securities and Exchange Commission (SEC) and anticipates
filing its Form 10-K for Fiscal 2004 on or before February 28th, 2005.
The delay is to give the Company's independent auditors, Grant Thornton LLP,
sufficient time to complete an audit of the Company's 2002 results, which are
required to be included in the Fiscal 2004 10-K.
The Company's former auditor KPMG has advised that it would not provide its
consent to use its report on fiscal 2002 in the Company's fiscal 2004 filing.
The only information that KPMG has disclosed to the Company in this connection
is that KPMG has received a grand jury subpoena seeking certain documents
relating to past engagements to audit the financial statements of the Company.
KPMG has not provided any information to the Company regarding the status of any
individual or company.
Audiovox Corporation has not been contacted by the US Attorney's office
regarding this matter.
Audiovox Corporation will host a conference call in conjunction with the release
of its results on February 14th, 2005. Details for the call will appear in a
subsequent release.
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
- more -
Exhibit 99.1
Audiovox Corporation to Release Fiscal 2004 Results
Page 2 of 2
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/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