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Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AUDIOVOX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-1964841
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.
150 Marcus Blvd., Hauppauge, New York 11788
(Address of Principal Executive Offices) (Zip Code)
Audiovox Corporation 1994 Stock Option Plan
Audiovox Corporation 1994 Restricted Stock Plan
Audiovox Corporation 1997 Stock Option Plan
Audiovox Corporation 1997 Restricted Stock Plan
(Full Title of the Plans)
ROBERT S. LEVY, ESQ.
LEVY & STOPOL, LLP
One Pennsylvania Plaza
New York, New York 10119-0165
(Name and address of agent for service)
(212) 279-7007
(Telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed
sale to the public: As Soon As Practicable After
Registration Statement Becomes Effective.
Total of sequentially numbered pages: 10
The Exhibit Index appears on sequential page 5 herein.
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(Continuation of Facing Page)
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount of
Amount Maximum Offering Maximum Registra-
Title of Securities to be Price Aggregate tion Fee
to be Registered Registered Per Unit(1) Offering Price(1)
- --------------------------- ---------------------------- --------------------------- ------------------------ -----------------
Class A 1,500,000 shares $11.0625(2) $16,593,750 $4,613.06
Common Stock,
par value $.01
per share
(1) Estimated solely for the purpose of calculating the registration
fee.
(2) Based upon the average of the high and low prices of the
Common Shares on the American Stock Exchange on June 29, 1999
or $11.0625 per share.
Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers such additional
indeterminate number of shares as may become issuable pursuant to
anti-dilution and adjustment provisions of any options to purchase
shares registered hereby.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this
Registration Statement the following documents or portions of documents and
information previously filed with the Securities and Exchange Commission:
1. The Registrant's Annual Report on Form 10-K for the fiscal
year ended November 30, 1998.
2. The Registrant's Quarterly Report on From 10-Q for the
quarter ended February 28, 1999.
3. All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this Registration Statement, and prior to the filing of a post-effective
amendment which indicates that all the securities offered have been sold or
which de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Expect as superseded or modified herein, any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this document.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Registrant's Certificate of Incorporation provides that to
the fullest extent permitted by law, no director shall be personally liable to
the Registrant or its stockholders for monetary damages for breach of his
fiduciary duty as a director. Section 102(7) of the Delaware Law provides that a
corporation may include such a provision in its certificate of incorporation,
provided that such provision shall not eliminate liability (i) for any breach of
a director's duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware Law (relating
to unlawful payment of dividends and certain other matters) or (iv) for any
transaction in which a director derived an improper personal benefit.
The General Corporation Law of Delaware, the Company's state
of incorporation, permits the Company to indemnify directors and officers in
certain circumstances against expenses, judgments, fines and amounts paid in
settlement in connection with legal proceedings in which such persons may be
involved due to their positions with the Company, and to advance payment of
expenses to such persons. A director or officer may be indemnified if he acted
in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interest of the Company, and, with respect to any criminal
action or proceeding, he had no reasonable cause to believe that his conduct was
unlawful. The Company's Certificate of Incorporation and By-laws require that
such persons be indemnified by the Company to the fullest extent authorized by
law, and set out a procedure by which these rights may be enforced. To the
extent that a director or officer has been successful in the defense of any such
action, the Company must indemnify him for his expenses. In the case of
partially or wholly unsuccessful defenses, or settlements, a disinterested
majority of the Board of Directors, independent legal counsel, or the
stockholders may decide if his conduct met the standard set out above and, if it
is decided that this standard was met, the Company must indemnify him. If it is
decided that his conduct did not meet this standard, or if no decision is made,
the director or officer may bring an action to enforce his right to
indemnification and, if the court finds that his action did meet the standard,
the Company must indemnify him. The Company bears the burden of proof in any
such action. However, if a director or officer has been found liable to the
Company in an action by or in the right of the Company (such as a stockholders'
derivative suit), indemnification is available only to the extent ordered by the
court in which such action was brought.
The Company has also secured director and officer insurance
providing, subject to the terms and conditions of such policy, indemnification
in the maximum amount of $50,000 per loss (with a $10,000 deductible) for each
director and officer and $1,000,000 (with $150,000 deductible) for the Company.
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Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Exhibit No. Description
10(a) 1994 Stock Option Plan (incorporated
by reference to the Company's Proxy
Statement filed via EDGAR on March
29, 1994)
10(b) 1994 Restricted Stock Plan
(incorporated by reference to the
Company's Proxy Statement filed via
EDGAR on March 29, 1994)
10(c) 1997 Stock Option Plan (incorporated
by reference to the Company's Proxy
Statement filed via EDGAR on March
27, 1997)
10(d) 1997 Restricted Stock Plan
(incorporated by reference to the
Company's Proxy Statement filed via
EDGAR on March 27, 1997)
23 Consent of Independent Auditors
25 Power of Attorney (included on signature page)
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Item 9. UNDERTAKINGS.
(a) Rule 415 Offerings. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post- effective amendment to this Registration Statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "1933
Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
and,
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement; provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply to
information required to be included in a
post-effective amendment by those paragraphs which
are contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
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(b) Filing Incorporating Subsequent Exchange Act Documents by
Reference. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in this registration statement shall
be deemed to be a new registration statement relating to the securities offered
therein and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Request for Acceleration of Effective Date or Filing of
Registration Statement on Form S-8. Insofar as indemnification for liabilities
arising under the 1933 Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Hauppauge, State of New York, on this 30th day of
June 1999.
AUDIOVOX CORPORATION
BY: s/John J. Shalam
John J. Shalam,
Chief Executive Officer
and Director
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints John J. Shalam, Philip Christopher and Charles M. Stoehr, and each of
them as attorney-in-fact, each with the power of substitution, for him in any
and all capacities, to sign any amendment to this Registration Statement and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting to said
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and things requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact or either
of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
s/John J. Shalam Chief Executive Officer and June 30, 1999
John J. Shalam Director
s/Philip Christopher Executive Vice President and June 30, 1999
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Philip Christopher Director
s/Charles M. Stoehr Senior Vice President and Chief June 30, 1999
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Charles M. Stoehr Financial Officer
s/Patrick M. Lavelle Senior Vice President, June 30, 1999
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Patrick M. Lavelle Automotive Electronics
Division and Director
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Exhibit 24
Signature Title Date
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s/Ann Boutcher Vice President, Marketing and June 30, 1999
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Ann Boutcher Director
s/Richard Maddia Vice President, MIS and June 30, 1999
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Richard Maddia Director
s/Paul C. Kreuch, Jr. Director June 30, 1999
Paul C. Kreuch, Jr.
s/Dennis F. McManus Director June 30, 1999
Dennis F. McManus
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Exhibit 24
Independent Auditors' Consent
The Board of Directors
Audiovox Corporation:
We consent to the use of our report dated January 25, 1999, with respect to the
consolidated balance sheets of Audiovox Corporation and subsidiaries as of
November 30, 1998 and 1997, and the related consolidated statements of income
(loss), stockholders' equity and cash flows for each of the years in the
three-year period ended November 30, 1998, incorporated herein by reference.
s\KPMG LLP
KPMG LLP
Melville, New York
June 30, 1999
Exhibit 23