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): October 16, 2003
AUDIOVOX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-9532 13-1964841
(State or other jurisdiction (Commission (IRS Employer Identification
of Incorporation) File Number) Number)
150 Marcus Boulevard, Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (631) 231-7750
NOT APPLICABLE
(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant
(a) Previous Principal Independent Accountants and Auditors.
(i) On October 16, 2003, the Board of Directors of Registrant approved a
resolution authorizing the dismissal of KPMG LLP ("KPMG") effective as of the
close of business on that date. The decision of the Board of Directors was based
on the recommendation of the Audit Committee of the Board of Directors. KPMG had
been engaged as the Registrant's principal accountants since 1980.
(ii) The audit reports of KPMG on the Registrant's consolidated financial
statements as of and for the years ended November 30, 2002 and 2001 did not
contain any adverse opinion or a disclaimer of opinion nor were they qualified
or modified as to uncertainty, audit scope, or accounting principles, except for
a modification of accounting principles as their report included a reference to
a footnote which discusses that effective December 1, 2001, the Company adopted
the provisions of Statement of Financial Accounting Standards (Statement) No.
141, " Business Combinations" and Statement No. 142, "Goodwill and Other
Intangible Assets" and a reference to a footnote which discusses that the
consolidated balance sheet as of November 30, 2001 and the related consolidated
statements of operations, stockholders' equity and comprehensive income (loss)
and cash flows for the years ended November 30, 2000 and 2001 were restated.
(iii) In connection with the audits of the two fiscal years ended November
30, 2002 and 2001, and the subsequent interim periods preceding the date of
determination of termination of the engagement of KPMG, the Registrant was not
in disagreement with KPMG on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of KPMG, would have caused
KPMG to make reference to the subject matter of the disagreement in connection
with their reports.
(iv) In connection with the audits of the two fiscal years ended November
30, 2002 and 2001, and the subsequent interim periods preceding the date of
determination of termination of the engagement of KPMG, there were no
"reportable events" except that KPMG reported to the Registrant's Audit
Committee that KPMG considered two matters involving internal controls and their
operation to be material weaknesses. Specifically, in connection with its audit
of the consolidated financial statements of Registrant and its subsidiaries for
the fiscal year ended November 30, 2002, KPMG reported that a material weakness
existed related to the technical competence of the Registrant's accounting
personnel and recommended significantly enhancing the accounting staff. The
Registrant is addressing this concern and is in the process of enhancing its
accounting staff. Additionally, KPMG reported that it considered a deficiency in
internal controls over sales incentives arrangements with its customers to be a
material weakness. Included in KPMG's recommendations in this area was a
standardized approach to the documentation of sales incentive arrangements, both
internally and externally. A similar issue, relative to the Registrant's
Wireless segment, was also reported to the Audit Committee of Registrant by KPMG
in March 2002. The Registrant began implementing KPMG's recommendations for its
Wireless and Electronics segments in November 2002 and May 2003, respectively.
(v) The required letter from KPMG, LLP, addressed to the Securities and
Exchange Commission, with respect to the above statements made by the
Registrant is attached hereto as Exhibit 16 and incorporated herein by
reference.
(b) New Principal Independent Accountants and Auditors.
On October 16, 2003, the Audit Committee of the Board of Directors of
Registrant engaged Grant Thornton LLP as the Registrant's certifying accountants
for the fiscal year ending November 30, 2003. The Registrant has not consulted
with Grant Thornton LLP during its two most recent fiscal years nor during any
subsequent interim period prior to its appointment as auditor for the fiscal
year 2003 audit regarding the application of accounting principles to
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a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on Registrant's consolidated financial
statements.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit
16 Letter from KPMG LLP to the Securities and Exchange Commission,
dated October 23, 2003
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AUDIOVOX CORPORATION
Dated: October 23, 2003 By: /s/ Charles M. Stoehr
---------------------------------
Charles M. Stoehr
Senior Vice President and
Chief Financial Officer
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October 23, 2003
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Audiovox Corporation and, under the
date of May 30, 2003, we reported on the consolidated financial statements of
Audiovox Corporation and subsidiaries as of and for the years ended November 30,
2001 and 2002.
On October 16, 2003, our appointment as principal accountants was terminated. We
have read Audiovox Corporation's statements included under Item 4 of its Form
8-K dated October 23, 2003, and we agree with such statements, except that we
are not in a position to agree or disagree with Audiovox Corporation's
statements in the first two sentences of item 4(a)(i) that the dismissal was
approved by the Board of Directors or that the decision of the Board of
Directors was based upon the recommendation of the Audit Committee of the Board
of Directors, and we are not in a position to agree or disagree with the
statements made by Audiovox Corporation in the third and seventh sentences of
item 4(a)(iv) regarding actions it has taken related to the material weaknesses
in its internal controls subsequent to November 30, 2002. In addition, we are
not in a position to agree or disagree with Audiovox Corporation's statements
made in Item 4(b).
Very truly yours,
/s/ KPMG LLP
Exhibit 16