Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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AUDIOVOX CORPORATION
(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 Consultant Warrant Agreement
(Full Title of the Plans)
ROBERT S. LEVY, ESQ.
LEVY & STOPOL, LLP
One Pennsylvania Plaza
New York, New York 10119/0165
(Name and address of agent for service)
(212) 279-7007
(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: 8
The Exhibit Index appears on sequential page 5
herein.
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(Continuation of Facing Page)
CALCULATION OF REGISTRATION FEE
Consultant Warrant Agreement
Proposed
Proposed Maximum Amount of
Title of Amount Maximum Aggregate Registra-
Securities to be Offering Price Offering tion Fee
to be Registered Registered Per Unit(2) Price(2)
- -------------------------- ----------------------- ----------------------- -------------------- --------------------
Class A 100,000 (1) shares $13.7187 (3) 1,371,870 $381.38
Common Stock,
par value $.01
per share
(1) Represents 100,000 shares of Class A Common Stock, authorized for
issuance by the Company to Harvey R. Blau, pursuant to that certain
Warrant Agreement, dated as of January 29, 1997 (the "Warrant
Agreement"). This registration statement also covers such
indeterminable additional number of shares as may be issuable under the
Warrant Agreement by reason of adjustments in the number of shares
covered thereby as described in the Prospectus.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Based upon the average of the high and low prices of the Common Shares
on the American Stock Exchange on August 2,1999 or $13.7187 per share.
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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. PLAN INFORMATION
This registration statement relates to the offer and sale of
Common Stock, $.01 per share (the "Common Stock") of Audiovox Corporation (the
"Company") to its advisor and consultant, Harvey R. Blau (the "Consultant"). The
Warrant represents payment by the Company to Consultant in consideration of
business advice and consulting services rendered to the Company. In connection
therewith, the Consultant is being offered the right to purchase 100,000 shares
of Common Stock of the Company. This summary should be read in connection with
the Warrant Agreement, which is incorporated herewith as Exhibit 4 hereto.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN INFORMATION
The Consultant has been provided with copies of the documents
incorporated herein by reference in Part II, Item 3. The Consultant has been
advised by the Company in writing that such documents will be available to the
Consultant without charge upon request to the Company's offices at 150 Marcus
Boulevard, Hauppauge, NY 11788, telephone (516) 231-7750.
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are 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 Company's Annual Report on Form 10-K for the fiscal
year ended November 30, 1998.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended February 28, 1999 and May 31, 1999.
3. All other reports or documents filed by the Company
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.
Except 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 such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this document.
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Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Company's Certificate of Incorporation provides that to
the fullest extent permitted by law, no director shall be personally liable to
the Company 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 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 $10,000 deductible) for each
director and officer and $1,000,000 (with $150,000 deductible) for the Company.
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Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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.
Not applicable.
Item 8. EXHIBITS.
Exhibit No. Description
4 Consultant Warrant Agreement
5 Opinion of Levy & Stopol, LLP
23.1 Consent of Independent Auditors
23.2 Consent of Levy & Stopol, LLP (included in Exhibit 5)
24 Power of Attorney (included on signature page)
Item 9. UNDERTAKINGS.
(a) Rule 415 Offerings. The undersigned registrant
hereby undertakes:
(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
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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 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 Company'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 Company pursuant to the foregoing provisions, or otherwise, the Company 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.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 30th day of
July, 1999.
AUDIOVOX CORPORATION
BY: s/John J. Shalam
John J. Shalam,
Chief Executive Officer
and Director
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 and July 30, 1999
John J. Shalam Director
s/Philip Christopher Executive Vice President and July 30, 1999
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Philip Christopher Director
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Signature Title Date
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s/Charles M. Stoehr Senior Vice President and Chief July 30, 1999
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Charles M. Stoehr Financial Officer
s/Patrick M. Lavelle Senior Vice President, July 30, 1999
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Patrick M. Lavelle Automotive Electronics
Division and Director
s/Ann Boutcher Vice President, Marketing and July 30, 1999
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Ann Boutcher Director
s/Richard Maddia Vice President, MIS and July 30, 1999
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Richard Maddia Director
s/Paul C. Kreuch, Jr. Director July 30, 1999
Paul C. Kreuch, Jr.
s/Dennis F. McManus Director July 30, 1999
Dennis F. McManus
Exhibit 24
-8-
These securities may not be publicly offered or sold unless at the time of such
offer or sale, the person making such offer of sale delivers a prospectus
meeting the requirements of the Securities Act of 1933 forming a part of a
registration statement, or post-effective amendment thereto, which is effective
under said act, or unless in the opinion of counsel to the Corporation, such
offer and sale is exempt from the provisions of Section 5 of said Act.
W A R R A N T*
For the Purchase of Class A Common Stock
Par Value $.01 per Share of
AUDIOVOX CORPORATION
(Incorporated under the Laws of the State of Delaware)
VOID AFTER 5 P.M. JANUARY 29, 2002
No.Warrant to Purchase
100,000 Shares
THIS IS TO CERTIFY that, for value received, HARVEY R. BLAU (holder) is
entitled, subject to the terms and conditions set forth, at or before 5 P.M.,
New York City Time, on January 29, 2002, but not thereafter, to purchase the
number of shares set forth above of Class A Common Stock, par value $.01 per
share (the "Common Stock"), of AUDIOVOX CORPORATION, a Delaware corporation (the
"Corporation"), from the Corporation at a purchase price per share of $6.75 if
and to the extent this Warrant is exercised, in whole or in part, during the
period this Warrant remains in force, subject in all cases to adjustment as
provided in Section 3 hereof, and to receive a certificate or certificates
representing the shares of Common Stock so purchased, upon presentation and
surrender to the Corporation of this Warrant, with the form of subscription
attached hereto duly executed, and accompanied by payment of the purchase price
of each share purchased either in cash or by certified or bank cashier's check
payable to the order of the Corporation.
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* This Warrant replaces the original Warrant issued on January 29, 1997 to
Harvey R. Blau which has been reportedly lost and cannot be found.
Exhibit 4
1
1. The Corporation covenants and agrees that all shares may be
delivered upon the exercise of this Warrant and will, upon delivery, be fully
paid and non-assessable, and, without limiting the generality of the foregoing,
the Corporation covenants and agrees that it will from time to time take all
such action as may be requisite to assure that the par value per share of the
Common Stock is at all times equal to or less than the then current Warrant
purchase price per share of the Common Stock issuable upon exercise of this
Warrant.
2. The rights represented by this Warrant are exercisable at the option
of the holder hereof in whole at any time, or in part from time to time, within
the period above specified at the prices specified in Section 1 hereof. In case
of the purchase of less than all the shares as to which this Warrant is
exercisable, the Corporation shall cancel this Warrant upon the surrender hereof
and shall execute and deliver a new Warrant of like tenor for the balance of the
shares purchasable hereunder.
3. The price per share at which shares of Common Stock may be purchased
hereunder, and the number of such shares to be purchased upon exercise hereof,
are subject to change or adjustment as follows:
a. In case the Corporation shall, while this Warrant remains
unexercised, in whole or in part, and in force, effect a
recapitalization of such character that the shares of Common Stock
purchasable hereunder shall be changed into or become exchangeable for
a larger or smaller number of shares, then, after the date of record
for effecting such recapitalization, the number of shares of Common
Stock which the holder hereof shall be entitled to purchase hereunder
shall be increased or decreased, as the case may be, in direct
proportion to the increase or decrease in the number of shares of
Common Stock by reason of such recapitalization, and the purchase price
hereunder per share of such recapitalized Common Stock shall, in the
case of an increase in the number of such shares, be proportionately
reduced, and in the case of a decrease in the number of such shares,
shall be proportionately increased. For the purpose of this subsection
(a), a stock dividend, stock split-up or reverse split shall be
considered as a recapitalization and as an exchange for a larger or
smaller number of shares, as the case may be.
b. In the case of any consolidation of the Corporation with,
or merger of the Corporation into, any other corporation, or in case of
any sale or conveyance of all or substantially all of the assets of the
Corporation in connection with a plan of complete liquidation of the
Corporation, then, as a condition of such consolidation, merger or sale
or conveyance, adequate provision shall be made whereby the holder
hereof shall thereafter have the right to purchase and receive, upon
the basis and upon the terms and conditions specified in this Warrant
and in lieu of shares of Common Stock immediately theretofore
purchasable and receivable upon the exercise of the rights represented
hereby, such shares of stock or securities as may be issued in
connection with such consolidation, merger or sale or conveyance with
respect to or in exchange for the number of outstanding shares of
Common Stock immediately therefore purchasable and receivable upon the
exercise of the rights represented hereby had such consolidation,
merger or sale or conveyance not taken place, and
Exhibit 4
2
in any such case appropriate provision shall be made with respect to
the rights and interests of the holder of this Warrant to the end that
the provisions hereof shall be applicable as nearly as may be in
relation to any shares of stock or securities thereafter deliverable
upon the exercise hereof.
c. In case the Corporation shall, while this Warrant remains
unexercised, in whole or in part, and in force, issue (otherwise then
by stock dividend or stock split-up or reverse split) or sell shares of
its Common Stock (hereinafter referred to as "Additional Shares") for a
consideration per share (before deduction of expenses or commissions or
underwriting discounts or allowances in connection therewith) less than
the purchase price hereunder per share, then, after the date of such
issuance or sale, the purchase price hereunder per share shall be
reduced to a price determined by dividing (1) an amount equal to (A)
the total number of shares of Common Stock outstanding immediately
prior to the time of such issuance or sale multiplied by such purchase
price hereunder per share, plus (B) the consideration (before deduction
of expenses or commissions or underwriting discounts or allowances in
connection therewith), if any, received by the Corporation upon such
issuance or sale, by (2) the total number of shares of Common Stock
outstanding after the date of the issuance or sale of such Additional
Shares. The number of shares of Common Stock which the holder hereof
shall be entitled to purchase hereunder at each such adjusted purchase
price per share, at the time such adjusted purchase price per share
shall be in effect, shall be the number of whole shares of Common Stock
obtained by multiplying such purchase price hereunder per share before
such adjustment, by the number of shares of Common Stock purchasable
upon the exercise of this Warrant immediately before such adjustment,
and dividing the product so obtained by such adjusted purchase price
per share; provided, however, that no such adjustment of the purchase
price hereunder per share or the number of shares for which this
Warrant may be exercised shall be made upon the issuance or sale by the
Corporation of Additional Shares (i) reserved for issuance upon
exercise of Stock Options or as restricted stock under the
Corporation's employee stock plans; or(ii) in connection with the
acquisition of businesses, business entities or parts thereof and/or
their assets, whether tangible or intangible.
d. In case the Corporation shall, while this Warrant remains
unexercised in whole or in part, and in force, issue or grant any
rights to subscribe for or to purchase, or any option (other than the
employee stock plans and business related acquisitions referred to in
subsection (C) above) for the purchase of (i) Common Stock or (ii) any
indebtedness or shares of stock convertible into or exchangeable for
Common Stock (indebtedness or shares of stock convertible into or
exchangeable for Common Stock being hereinafter referred to as
"Convertible Securities"), or issue or sell Convertible Securities and
the price per share for which Common Stock is issuable upon the
exercise of such rights or options or upon conversion or exchange of
such Convertible Securities at the time such Convertible Securities
first become convertible or exchangeable (determined by dividing (1) in
the case of an issuance or grant of any such rights or options, the
total amount, if any, received or receivable by the Corporation as
consideration for the issuance or grant of such rights or options, plus
the minimum aggregate amount of additional consideration payable to the
Exhibit 4
3
Corporation upon exercise of such rights or options, plus, in the case
of such Convertible Securities, the minimum aggregate amount of
additional consideration, if any, payable to the Corporation upon the
conversion or exchange of such Convertible Securities at the time such
Convertible Securities first become convertible or exchangeable, or (2)
in the case of an issuance or sale of Convertible Securities other than
where the same are issuable upon the exercise of any such rights or
options, the total amount, if any, received or receivable by the
Corporation as consideration for the issuance or sale of such
Convertible Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Corporation upon the conversion
or exchange of such Convertible Securities at the time such Convertible
Securities first become convertible or exchangeable, by, in either such
case, (3) the total maximum number of shares of Common Stock issuable
upon the exercise of such rights or options or upon the conversion or
exchange of such Convertible Securities at the time such Convertible
Securities first become convertible or exchangeable) shall be less than
the purchase price hereunder per share, then the total maximum number
of shares of Common Stock issuable upon the exercise of such rights or
options or upon conversion or exchange of the total maximum amount of
such Convertible Securities at the time such Convertible Securities
first become convertible or exchangeable, shall (as of the date of the
issuance or grant of such rights or options or, in the case of the
issuance or sale of Convertible Securities other than where the same
are issuable upon the exercise of rights or options, as of the date of
such issuance or sale) be deemed to be outstanding and to have been
issued for said price per share; provided that (i) no further
adjustment of the purchase price shall be made upon the actual issuance
of such Common Stock upon the exercise of such rights or options or
upon the conversion or exchange of such Convertible Securities or upon
the actual issuance of Convertible Securities where the same are
issuable upon the exercise of such rights or options, and (ii) rights
or options issued or granted pro rata to shareholders without
consideration and Convertible Securities issuable by way of dividend or
other distribution to shareholders shall be deemed to have been issued
or granted at the close of business on the date fixed for the
determination of shareholders entitled to such rights, options or
Convertible Securities and shall be deemed to have been issued without
consideration; and (iii) if, in any case, the total maximum number of
shares of Common Stock issued upon exercise of such rights or options
or upon conversion or exchange of such Convertible Securities is not,
in fact, issued and the right to exercise such right or option or to
convert or exchange such Convertible Securities shall have expired or
terminated, then, and in any such event, the purchase price, as
adjusted, shall be appropriately readjusted at the time of such
expiration or termination. In such case, each purchase price hereunder
per share which is greater than the price per share for which Common
Stock is issuable upon conversion or exchange of such rights or options
or upon conversion or exchange of such Convertible Securities at the
time such Convertible Securities first become convertible or
exchangeable, as determined above in this subsection (D), shall
thereupon be reduced to a price determined by dividing (1) an amount
equal to (a) the total number of shares of Common Stock outstanding
immediately prior to the time of the issuance or grant of such rights
or options or the issuance or sale of such Convertible Securities
multiplied by such purchase price hereunder per share, plus (b) the
total amount, if any, received or receivable by the Corporation as
consideration for such issuance or grant or such issuance or sale,
Exhibit 4
4
plus the additional amounts referred to and more fully set forth in
clauses (1) and (2) of the parenthetical material above in this
subsection (D), whichever clause and whichever additional amounts may
be applicable, by (2) the total number of shares of Common Stock
outstanding after the date of such issuance or grant or such issuance
or sale. The number of shares of Common Stock which the holder hereof
shall be entitled to purchase hereunder at such adjusted purchase price
per share, at the time such adjusted purchase price per share shall be
in effect, shall be the number of whole shares of Common Stock obtained
by multiplying such purchase price hereunder, per share, before such
adjustment, by the number of shares of Common Stock purchasable upon
the exercise of this Warrant immediately before such adjustment and
dividing the product so obtained by such adjusted purchase price per
share.
e. For the purpose of subsections (c) and (d) above, in case
the Corporation shall issue or sell Additional Shares, issue or grant
any rights to subscribe for or to purchase, or any options for the
purchase of (i) Common Stock or (ii) Convertible Securities, or issue
or sell Convertible Securities for a consideration part of which shall
be other than cash, the amount of the consideration received by the
Corporation therefor shall be deemed to be the cash proceeds, if any,
received by the Corporation plus the fair value of the consideration
other than cash as determined by the Board of Directors of the
Corporation in good faith, before deduction of commissions,
underwriting discounts or allowances or other expenses paid or incurred
by the Corporation for any underwriting of, or otherwise in connection
with, such issuance, grant or sale.
f. Subject to the provisions of subsection (g) below, in case
the Corporation shall, while this Warrant remains unexercised, in whole
or in part, and in force, make any distribution of its assets to
holders of Common Stock as a partial liquidating dividend, by way of
return of capital or otherwise, then, after the date of record for
determining share holders entitled to such distribution, the holder
hereof shall be entitled, upon exercise of this Warrant and purchase of
any or all of the shares of Common Stock subject hereto, to receive the
amount of such assets (or at the option of the Corporation, a sum equal
to the value thereof at the time of such distribution to holders of
Common Stock as such value is determined by the Board of Directors of
the Corporation in good faith) which would have been payable to such
holder had he been the holder of record of such shares of Common Stock
on the record date for the determination of shareholders entitled to
such distribution.
g. Except as otherwise provided in subsection (b) above, in
the case of any sales or conveyance of all or substantially all of the
assets of the Corporation in connection with a plan of complete
liquidation of the Corporation, in the case of the dissolution,
liquidation or winding up of the Corporation, all rights under this
Warrant shall terminate on a date fixed by the Corporation, such date
so fixed to be not earlier than the date of the commencement of the
proceedings for such dissolution, liquidation or winding up and not
later than thirty (30) days after such commencement date. Notice of
such termination of purchase rights shall be given to the registered
holder hereof, as the same shall appear on the
Exhibit 4
5
books of the Corporation, at least thirty (30) days prior to such
termination date.
h. In case the Corporation shall, while this Warrant remains
unexercised in whole or in part, and in force, offer to the holders of
Common Stock any rights to subscribe for additional shares of stock of
the Corporation, then the Corporation shall give written notice thereof
to the registered holder hereof not less than thirty (30) days prior to
the date on which the books of the Corporation are closed or a record
date fixed for the determination of shareholders entitled to such
subscription rights. Such notice shall specify the date as to which the
books shall be closed or the record date fixed with respect to such
offer or subscription, and the right of the holder hereof to
participate in such offer or subscription shall terminate if this
Warrant shall not be exercised on or before the date of such closing of
the books or such record date.
i. Any adjustment pursuant to the foregoing provisions shall
be made on the basis of the number of shares of Common Stock which the
holder hereof would have been entitled to acquire by exercise of this
Warrant immediately prior to the event giving rise to such adjustment
and, as to the purchase price hereunder per share, whether or not in
effect immediately prior to the time of such adjustment, on the basis
of such purchase price immediately prior to the event giving rise to
such adjustment. Whenever any such adjustment is required to be made,
the Corporation shall forthwith determine the new number of shares of
Common Stock which the holder shall be entitled to purchase hereunder
and/or such new purchase price per share, and shall prepare, retain on
file and transmit to the holder hereof within ten (10) days after such
preparation a statement describing in reasonable detail the method used
in calculating such adjustment(s).
j. For the purposes of this Section 3, the term "Common Stock"
shall include all shares of capital stock authorized by the
Corporation's Certificate of Incorporation, as from time to time
amended, which are not limited to a fixed sum or percentage of par
value in respect of the right of the holders thereof to participate in
dividends or in the distribution of assets upon the voluntary or
involuntary liquidation, dissolution or winding-up of the Corporation.
4. The Corporation agrees at all times to reserve or hold available a
sufficient number of shares of Common Stock to cover the number of shares
issuable upon the exercise of this and all other Warrants of the same class.
5. This Warrant shall not entitle the holder hereof to any voting
rights or other rights as a shareholder of the Corporation, or to any other
rights whatsoever except the rights herein expressed, and no dividends shall be
payable or accrue in respect of this Warrant or the interest represented hereby
or the shares purchasable hereunder until or unless, and except to the extent
that, this Warrant shall be exercised.
6. This Warrant is exchangeable upon the surrender hereof by the holder
hereof to the
Exhibit 4
6
Corporation for new Warrants of like tenor representing in the aggregate the
right to purchase the number of shares purchasable hereunder, each of such new
Warrants to represent the right to purchase such number of shares as shall be
designated by the holder hereof at the time of such surrender.
7. The Corporation will transmit to the holder of this Warrant such
information, documents and reports as are generally distributed to shareholders
of the Corporation concurrently with the distribution thereof to such
shareholders.
8. Notices to be given to the holder of this Warrant shall be deemed to
have been sufficiently given if delivered or mailed, addressed in the name and
at the address of such holder appearing in the records of the Corporation, and
if mailed, sent first class registered or certified mail, postage prepaid. The
address of the Corporation is 150 Marcus Boulevard, Hauppauge, New York 11788,
and the Corporation shall give written notice of any change of address to the
holder hereof.
IN WITNESS WHEREOF, the Corporation has caused this Warrant to
be executed by the signature of its President and its seal affixed and attested
by its Secretary.
Dated: January 29, 1997
AUDIOVOX CORPORATION
By:s/John J. Shalam
[Corporate Seal] John J. Shalam
President
ATTEST:
s/Chris Lis Johnson
Chris Lis Johnson
Secretary
Exhibit 4
7
AGREEMENT AND INDEMNITY FOR LOST WARRANT
TO: The directors of AUDIOVOX CORPORATION (the "Company")
1. I am the owner of a warrant to purchase 100,000 shares of the Class
A Common Stock of the Company at a purchase price per share of $6.75 (the
"Original Warrant").
2. The Original Warrant has been lost, stolen, destroyed or misplaced.
3. I have made, or caused to be made, a diligent search for the
Original Warrant, and have been unable to find or recover same, and I was the
unconditional owner of the Original Warrant at the time of loss, and I am
entitled to the full and exclusive possession thereof. Neither the Original
Warrant nor my rights therein have, in whole or in part, been assigned,
transferred, hypothecated, pledged or otherwise disposed of, in any manner
whatsoever. No other person, firm or corporation has any right, title, claim,
equity or interest in, to, or respecting the Original Warrant or the proceeds
thereof.
5. I request that you issue a duplicate warrant to me.
6. In consideration of your complying with this request, I undertake to
indemnify you and the Company against all actions, proceedings, claims and
demands (and any costs and expenses relating thereto) which may be taken or made
against you or the Company in consequence of (i) your complying with this
request, (ii) you or the Company permitting or effecting at any time hereafter
an exercise of the Original Warrant, or any part thereof, without the production
of the Original Warrant and (iii) any claim by any person of right, title or
interest adverse to the undersigned or the Company in or to the Original Warrant
or any of the rights represented thereby.
7. I agree that if the Original Warrant should ever come into my hands,
custody or power, I will immediately and without consideration surrender the
Original Warrant to the Company for cancellation.
Dated: June 14, 1999 s/Harvey R. Blau
---------------------
Harvey R. Blau
Exhibit 4
8
LEVY & STOPOL, LLP
COUNSELORS AT LAW
ONE PENNSYLVANIA PLAZA
49TH FLOOR
NEW YORK, NY 10119-0165
212-279-7007
August 4, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Audiovox Corporation - Registration
Statement on Form S-8 filed August 4, 1999
Dear Sir or Madam:
We are counsel to Audiovox Corporation (the "Registrant"). We furnish this
opinion in connection with the above-referenced Registration Statement relating
to an aggregate of 100,000 shares (the "Shares") of class A common stock, $.01
par value per share (the "Common Stock") of the Registrant. The Shares will be
issued by the Registrant upon the exercise of outstanding warrants by a
consultant to the Registrant.
We advise you that we have examined originals or copies certified or
otherwise identified to our satisfaction of the Certificate of Incorporation and
By-laws of the Registrant, minutes of meetings of the Board of Directors of the
Registrant and such other documents, instruments and certificates of officers
and representatives of the Registrant and public officials, and we have made
such examination of the law, as we have deemed appropriate as the basis for the
opinion hereinafter expressed. In making such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and the conformity to original documents of documents submitted to
us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and will be validly issued, fully paid and non-assessable,
subject, however, to receipt by the Registrant of the exercise price for the
warrants.
We hereby consent to use of this opinion in the Registration Statement and
Prospectus, and to the use of our name in the Prospectus under the caption
"Legal Matters".
Very truly yours,
s/ Levy & Stopol, LLP
Levy & Stopol, LLP
Exhibit 5
- 1 -
Independent Auditors' Consent
The Board of Directors
Audiovox Corporation:
We consent to the use of our report dated January 25, 1999, with respect to the
consolidated balance sheets of Audiovox Corporation and subsidiaries as of
November 30, 1998 and 1997, and the related consolidated statements of income
(loss), stockholders? equity and cash flows for each of the years in the
three-year period ended November 30, 1998, incorporated herein by reference.
s/KPMG LLP
KPMG LLP
Melville, New York
August 3, 1999
Exhibit 23.1