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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Audiovox Corporation
(Name of Issuer)
Common Stock, Class A Shares
(Title of Class of Securities)
050757103
(CUSIP Number)
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 050757103
1. Names of Reporting Person
Tracer Capital Management L.P.
I.R.S. Identification Nos. of above person (entities only):
20-0377421
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware, United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 792,056
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 792,056
9. Aggregate Amount Beneficially Owned by Each Reporting Person
792,056
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
3.85%
12. Type of Reporting Person
IA
CUSIP No. 050757103
1. Names of Reporting Person
Riley McCormack
I.R.S. Identification Nos. of above person (entities only).
2. Check the Appropriate Box if a Member of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 792,056
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 792,056
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
792,056
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
3.85%
12. Type of Reporting Person
IN
CUSIP No. 050757103
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Matt Hastings
2. Check the Appropriate Box if a Member of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 792,056
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 792,056
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
792,056
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
3.85%
12. Type of Reporting Person
IN
Item 1. (a) Issuer: Audiovox Corporation
1. Address:
180 Marcus Blvd
Hauppauge, NY 11788
Item 2. (a) Name of Person Filing:
Tracer Capital Management L.P.
Riley McCormack
Matt Hastings
(b) Address of Principal Business Offices:
Tracer Capital Management L.P.
540 Madison Avenue, 33rd Floor
New York, New York 10022
Delaware limited partnership
Riley McCormack
c/o Tracer Capital Management L.P.
540 Madison Avenue, 33rd Floor
New York, New York 10022
United States citizen
Matt Hastings
c/o Tracer Capital Management L.P.
540 Madison Avenue, 33rd Floor
New York, New York 10022
United States citizen
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each filing person
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number: 050757103
Item 3. Tracer Capital Management L.P. is an investment advisor in accordance
with Rule 13d-1(b)(1)(ii)(E);
Item 4. Ownership
Please see Items 5 - 9 and 11 for each cover sheet for each filing
separately.
The sole power to vote or direct the vote of the entire shareholding
and the sole power to dispose of or direct the disposal of the entire
shareholding has been delegated to Tracer Capital Management L.P. for
the unregistered funds managed by Tracer Capital Management L.P. Riley
McCormack and Matt Hastings, as the sole limited partners of Tracer
Capital Management L.P. and the sole managing members of TCM and
Company, LLC, the general partner of Tracer Capital Management L.P.,
control Tracer Capital Management L.P.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 14, 2008
Tracer Capital Management L.P.
By: /s/ Riley McCormack
--------------------------
Name: Riley McCormack
Title: Managing Member of the General
Partner of Tracer Capital Management L.P.
By: /s/ Riley McCormack
--------------------------
Name: Riley McCormack
By: /s/ Matt Hastings
--------------------------
Name: Matt Hastings