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) January 4, 2005
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 8.01 Other Events
On January 4, 2005, Audiovox Corporation (the "Company") issued a press
release announcing that its wholly-owned subsidiary, Audiovox Electronics
Corporation, completed its purchase of certain assets of Terk Technologies Corp.
for a purchase price of $13.1 million, subject to a working capital adjustment,
plus debentures based on achievement of future revenue targets. Please see the
copy of the release that is furnished herewith as Exhibit 99.1
The information furnished under this Item 8.01, including Exhibit 99.1,
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.
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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 thereunto duly authorized.
AUDIOVOX CORPORATION (Registrant)
Date: January 5, 2005 /s/ Charles M. Stoehr
--------------------------------------------
Charles M. Stoehr
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release, dated January 4, 2005, reporting that
Audiovox Corporation's wholly-owned subsidiary,
Audiovox Electronics Corporation, completed the
purchase of net assets of Terk Technologies.
Page 4 of 4
[GRAPHIC OMITTED]
FOR IMMEDIATE RELEASE
Audiovox Completes Acquisition of Terk Technologies Corp.
HAUPPAUGE, N.Y., Jan. 4 /PRNewswire-FirstCall/ -- Audiovox Corporation (Nasdaq:
VOXX - News) today announced that it's subsidiary, Audiovox Electronics Corp.
(AEC) has completed its purchase of assets of Terk Technologies Corp. ("Terk")
for a purchase price of $13.1 million plus debentures based on achieving future
revenue targets.
Terk is a leading provider of satellite radio receivers and digital antenna
products. The Company has an agreement in place to provide and develop existing
and future car stereo aftermarket products for XM Satellite Radio. Some of
Terk's other products include TV and AM/FM antennas with an emphasis today on
High Definition (HD) technology. Terk also exclusively distributes the Vogel
line of high-end LCD and Plasma TV mounting systems in the United States and AEC
will assume this distributorship.
Commenting on the deal, John Shalam, Chairman, President and CEO of Audiovox
Corporation said, "As previously stated, we believe this acquisition further
solidifies our presence in the specialized satellite radio category and adds
several new high-tech components to our product mix." Shalam further stated,
"This acquisition is an exciting way to start 2005 and what we hope will be the
first of several niche opportunities in the M&A arena that will enhance our
technology offerings, our customer relationships and our financial results over
the long-term."
Patrick Lavelle, President and CEO of AEC commented, "We are pleased that we
were able to complete this transaction quickly. It very important for this
transaction to be seamless to our customers and for there to be steady
uninterrupted service and product supply throughout the process." Lavelle added,
"To further maintain continuity we are bringing over the entire product
development team and will look to support this group with additional personnel
and resources to insure Audiovox's leadership position in satellite radio
product development."
About Audiovox
Audiovox Corporation is a leading international distributor and value added
service provider in the consumer electronics industry. The Company currently
conducts its business through Audiovox Electronics Corporation (AEC), a wholly
owned subsidiary. AEC is a recognized leader in the marketing of automotive
entertainment, vehicle security and consumer electronics products. The company
is number one in mobile video and places in the top ten of almost every category
that it sells.
Among the lines marketed by AEC are its mobile electronics products including
mobile video systems, auto sound systems including satellite radio, vehicle
security, and consumer electronics products such as portable DVD players,
flat-panel TV's, extended range two-way radios, multi media products like MP 3
players, and
Exhibit 99.1
1
home and portable stereos. The company markets its products through an extensive
distribution network that includes power retailers, 12-volt specialists, mass
merchandisers and an OE sales group. The company markets products under the
Audiovox, Jensen, Acoustic Research, Advent, Code Alarm and Prestige brands. For
additional information, visit our web site 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 statement. 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 as well as the
wireless business; 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, 2003 and Form 10-Q for the fiscal 2004 third quarter
ended August 31, 2004.
Company Contact: Public and Investor Relations Contact:
- ----------------- --------------------------------------
C. Michael Stoehr, SVP/CFO Glenn Wiener
Audiovox Corporation GW Communications
(631) 231-7750 (212) 786-6011 or gwiener@GWCco.com
Exhibit 99.1
2