OMB APPROVAL
OMB Number:
Expires:
Estimated average burden
hours per response ..... 2.50
SEC FILE NUMBER
CUSIP NUMBER
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):[]Form 10-K []Form 20-F [ ]Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: February 28, 2003
-------------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
------------------------------------------------
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
================================================================================
Nothing in this form shall be construed to imply that
the Commission has verified any information contained herein.
===============================================================================
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
Audiovox Corporation
Full Name of Registrant
Former Name if Applicable
150 Marcus Boulevard
Address of Principal Executive Office (Street and Number)
Hauppauge, New York 11788
City, State and Zip Code
PART II -- RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense;
(b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form 11-K,
Form N-SAR, or portion thereof, will be filed on or
before the fifteenth calendar day following
[X] the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why the Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or
the transition report portion thereof, could not be filed within the prescribed
time period.
(Attach Extra Sheets if Needed.)
Audiovox Corporation (Audiovox) has previously announced that it would not
file its annual report on Form 10-K for the fiscal year ended November 30, 2002
citing resolution of our response to a Securities and Exchange Commission (SEC)
comment letter related to Audiovox's Form 10-K for the fiscal year ended
November 30, 2001 and its Form 10-Q's for the quarters ended February 28, 2002,
May 31, 2002 and August 31, 2002. Inasmuch as the issues raised have not yet
been resolved, Audiovox will not be in a position to timely file its quarterly
report on Form 10-Q for the quarter ended February 28, 2003. We will file our
February 28, 2003 Form 10-Q when (1) we have resolved the issues raised in the
SEC comment letter, (2) KPMG has completed its audit of 2002 and their review of
the first quarter 2003 results, (3) our Chief Executive Officer and Chief
Financial Officer are able to make the certifications required by Sections 302
and 906 of the Sarbanes-Oxley Act of 2002, and (4) we have filed our annual
report on Form 10-K for the fiscal year ended November 30, 2002 containing the
audited financial results for 2002, 2001 and 2000. We cannot state with
certainty when these events will be completed.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Charles M. Stoehr (631) 231-7750
- ----------------------------------- -------------- ------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s).
[ ] Yes [X] No As of the date of this report, the Company has not
filed its Annual Report on Form
10-K for the fiscal year ended November 30, 2002.
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
[X] Yes [ ] No Audiovox may report significant changes in its
results of operations for the quarter ended February
28, 2003 compared to the corresponding period in
2002. However, as of the date of this filing, we
cannot reasonably estimate whether there will be such
changes or if so, the amount of such changes until
(1) the SEC comment letter is resolved and (2) KPMG
has completed its audit for 2002.
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Audiovox Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date April 15, 2003 By s/Charles M. Stoehr
------------------------ --------------------------------------
Charles M. Stoehr
Senior Vice President and Chief
Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
General Instructions
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule
0-3 of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public
record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule 201
or Rule 202 of Regulation S-T (ss.232.201 or ss.232.202 of this
Chapter) or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T (ss.232.13(b) of this Chapter).