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): August 22, 2006
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)
Registrant's telephone number, including area code (631) 231-7750
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))
ITEM 8.01 OTHER EVENTS
On August 21, 2006, Audiovox Corporation (the "Company") issued a press release
announcing that John J. Shalam, Chairman, Patrick M. Lavelle, Chief Executive
Officer and President, Charles M. Stoehr, Senior Vice President and Chief
Financial Officer, and Philip Christopher, Director, have each entered into a
written selling program in accordance with the guidelines specified by the
Security and Exchange Commission's Rule 10b-5, under the Securities and Exchange
Act of 1934. Please see the copy of the release that is furnished herewith as
Exhibit 99.1.
The information furnished under Item 8.01 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.
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: August 22, 2006 By: /s/ Charles M. Stoehr
-------------------------
Charles M. Stoehr
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release, dated August 21, 2006, relating to the adoption
of a 10b-5 plan by Audiovox Corporation executives
(filed herewith).
[GRAPHIC OMITTED][GRAPHIC OMITTED]
FOR IMMEDIATE RELEASE
AUDIOVOX CORPORATION EXECUTIVES ADOPT 10B-5 PLAN
HAUPPAUGE, NY, AUGUST 21, 2006 - Audiovox Corporation (NASDAQ: VOXX) today
announced that certain Officers, Directors and executives of the Company have
each entered into written selling programs in accordance with the guidelines
specified by the SEC's Rule 10b-5, under the Securities and Exchange Act of
1934.
In total, there are 1,015,926 options that may be exercised, of which, John
Shalam, Chairman of Audiovox holds approximately 34.5%, Patrick Lavelle,
President and CEO, 16.7% and Michael Stoehr, SVP and CFO, 3.4%. Philip
Christopher, formerly President and CEO of the Company's wireless subsidiary and
currently a Board Member of Audiovox holds approximately 32.1% and collectively,
these four Directors hold over 86% of the options in question.
Pursuant to the selling programs, each individual intends to exercise certain of
his or her Audiovox options, which were granted as part of the Audiovox Stock
Option and Compensations Plans and which are due to expire at different periods
over the next two years.
These plans were entered into in order to facilitate the orderly sale of common
stock for diversification and tax-planning purposes before expiration. The plans
may be entered into only when the director or officer is not in possession of
material, non-public information. Furthermore, all executive transactions under
this Rule will be publicly disclosed on Form 4 filed with the Securities and
Exchange Commission.
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 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/A for the fiscal year ended November 30, 2005 and its
Form 10-Q for the fiscal first quarter ended May 31, 2006.
Company Contacts
Glenn Wiener
GW Communications for Audiovox
Tel: 212-786-6011 or Email: gwiener@GWCco.com