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): DECEMBER 21, 2006
AUDIOVOX CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-28839 13-1964841
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
180 MARCUS BOULEVARD
HAUPPAUGE, NEW YORK 11788
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(631) 231-7750
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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 the
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(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 21, 2006, Audiovox Corporation ("Audiovox") entered into a
definitive agreement (the "Agreement") with Thomson ("Thomson"). Under the
Agreement, Audiovox will acquire Thomson's Americas consumer electronics
accessory business as well as rights to the RCA brand for consumer electronics
accessories. Audiovox anticipates that the transaction will close in early 2007.
As consideration for the transferred assets, Audiovox agreed to pay Thomson $50
million plus a five (5) year fee related to the RCA brand in connection with
consumer electronics accessories. A press release relating to the Agreement is
furnished as Exhibit 99.1 attached hereto.
ITEM 9.01(D). EXHIBITS
EXHIBIT N . DESCRIPTION
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99.1 Press Release dated December 21, 2006 by Audiovox Corporation
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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 hereunto duly authorized.
AUDIOVOX CORPORATION
By:/s/ Charles M. Stoehr
-------------------------------
Charles M. Stoehr
Senior Vice President and Chief
Financial Officer
Date: December 22, 2006
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EXHIBIT INDEX
EXHIBIT N . DESCRIPTION
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99.1 Press Release dated December 21, 2006 by Audiovox Corporation
CONFIDENTIAL:
PROJECT CRESCENT: FINAL DRAFT
DECEMBER 19, 2006-5:50 PM
AUDIOVOX TO ACQUIRE THOMSON'S CONSUMER ELECTRONICS ACCESSORY
BUSINESS INCLUDING THE RIGHTS TO THE RCA BRAND FOR
CONSUMER ELECTRONICS ACCESSORIES
- - Purchase price is $50 million, plus a five-year fee related to the RCA
brand in the consumer electronics accessories field
- - Proposed acquisition to add over $150 million in annual sales and should
add to 2007 earnings
- - Company to acquire RCA brand for Accessories worldwide
HAUPPAUGE, NY, DECEMBER 21, 2006 - Audiovox Corporation (NASDAQ: VOXX),
announced today that it has entered into a definitive agreement with Thomson to
acquire its Americas consumer electronics accessory business, which includes
approximately 115 employees in locations in the United States, Canada, China
(including Hong Kong) and Malaysia. The Company anticipates this transaction
will close in early 2007.
As a result of the acquisition, Audiovox will acquire the RCA brand worldwide
for accessories. The acquisition also includes 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. Audiovox already owns
Jensen, Advent, Acoustic Research and Road Gear brands for electronics products
as part of prior acquisitions.
Patrick Lavelle, President and CEO of Audiovox stated, "The well respected RCA
name further strengthens our brand portfolio in consumer electronics accessories
and gives us greater flexibility at the distribution level. We believe the
acquisition of this business will enhance both our top and bottom line
performance and create powerful marketing synergies for our organization."
Lavelle further stated, "This acquisition supports our growth strategy of
acquiring companies in businesses that generally operate at higher margins than
electronics. In addition, our primary acquisition targets include companies
where we can utilize operating leverage to gain maximum efficiencies. Over the
past year, we have worked to streamline our operations while maintaining a cost
structure that supports additional sales. This acquisition is synergistic as its
product lines move through existing channels where we share many of the same
customers and have strong relationships in place today. Post closing, we will
still have significant financial resources and will seek to continue to grow
organically and through acquisition."
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 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/A for the fiscal year ended November 30, 2005 and its
Form 10-Q for the fiscal second quarter ended August 31, 2006.
Company Contacts
Glenn Wiener
GW Communications for Audiovox
Tel: 212-786-6011 or Email: gwiener@GWCco.com