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): December 31, 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 2.01 Completion of Acquisition or Disposition of Assets.
On December 31, 2007, Audiovox completed its acquisition of Thomson's Consumer
Electronics Audio Video Business outside of Europe, including the worldwide
rights to the RCA brand for consumer electronics audio video product lines
except TV's and certain additional product categories. The purchase price is
$19.7 million, plus a net asset payment, and includes a five year fee, beginning
in 2010, related to the RCA brand.
There was no material relationship between Audiovox and Thomson prior to the
purchase of Thomson's Consumer Electronics Audio Video Business.
A press release relating to the completion of this acquisition is furnished as
Exhibit 99.1 attached hereto.
The information furnished under Item 2.01 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.
Item 9.01(d). Exhibits
EXHIBIT No. DESCRIPTION
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99.1 Press Release dated January 3, 2008 by 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: January 3, 2008 BY:/s/ Charles M. Stoehr
-------------------------
Charles M. Stoehr
Senior Vice President and
Chief Financial Officer
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FOR IMMEDIATE RELEASE
Audiovox Completes Acquisition of
Thomson's Consumer Electronics Audio Video Business
HAUPPAUGE, NY, January 3, 2008 -- Audiovox Corporation (NASDAQ:VOXX) announced
today that on December 31, 2007, it completed its acquisition of Thomson's
Consumer Electronics Audio Video Business outside of Europe, including the
worldwide rights to the RCA brand for consumer electronics audio video product
lines except TVs and certain additional product categories.
As previously announced, the purchase price is $19.7 million, plus a net asset
payment, and includes a five-year fee, which begins in 2010, related to the RCA
brand. Audio Video Products acquired include DVD players and recorders, portable
DVD players, GPS devices, HD and Internet Radios, stand alone ATSC terrestrial
television converters, clock radios, MP3 and MP4 players, digital cameras and
camcorders and other product that falls within the audio/video field of use.
In total, Audiovox will be acquiring approximately $400 million in sales and
expects to retain $150 million of that related to the RCA branded MP3 and MP4
players, digital cameras, camcorders and clock radios. The Company is entering
into a license agreement with Multimedia Device Ltd., a Chinese manufacturer to
market the remaining product categories acquired in the transaction. The Company
expects the transaction to be accretive within the first year.
Patrick Lavelle, President and CEO of Audiovox stated, "Our goal with this
acquisition was to further control and consolidate the RCA brand and prevent
fractionalization at the retail level. We believe this acquisition will add
approximately $150 million in sales and a revenue stream with an up front $10
million payment. In addition, it will allow us to spread fixed overhead over a
higher sales base, which will further reduce OPEX percentage, since the acquired
overhead will be limited. We will establish Audiovox Mexico utilizing the former
Thomson facility there, giving Audiovox a presence in that growing market and
allowing us to expand the entire Audiovox line."
Lavelle added, "Over the past year, we have made five acquisitions including
this one that should generate sales of approximately $300-$350 million .... for
approximately $100 million. We believe we have purchased wisely and that these
acquisitions should lead to improved operating and financial performance in our
next fiscal year."
The Company intends to integrate the Thomson and Technuity assets into its
operations during the remainder of its fiscal 2008 fourth quarter and fiscal
2009 first quarter and should have much of the work complete by May 31, 2008.
The newly acquired assets will be included in Audiovox Electronics Corporation's
Consumer Electronics group.
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In January 2007, Audiovox completed its acquisition of Thomson's America's
consumer electronics accessory business, which included the rights to the RCA
brand for consumer electronics accessories. That acquisition also included the
Recoton, Spikemaster, Ambico and Discwasher brands for use on any products and
the Jensen, Advent, Acoustic Research and Road Gear brands for accessory
products that complemented the purchase of those brands for electronics products
in 2003.
In March 2007, Audiovox German Holdings GmbH completed the acquisition of
Oehlbach a European market leader in accessories. That was followed by an August
2007 acquisition of Incaar Limited, a UK business that specializes in rear seat
entertainment systems, which added to our European operation an accessory and OE
component, respectively.
In November of 2007, Audiovox Accessories Corporation completed the acquisition
of all of the outstanding stock of Technuity, Inc., an emerging leader in the
battery and power products industry and exclusive licensee of the Energizer
brand in North America for rechargeable batteries and battery packs for
camcorders, cordless phones, digital cameras, DVD players and other power supply
devices. This acquisition was made to further strengthen the Company's position
in the accessory market.
About Audiovox
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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 and accessories
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
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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 statements. 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; 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 February 28, 2007.
Company Contacts
Glenn Wiener
GW Communications for Audiovox
Tel: 212-786-6011 or Email: gwiener@GWCco.com
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