UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 14, 2007
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 1.01 Entry into a Material Definitive Agreement.
On October 14, 2007, Audiovox Corporation ("Audiovox") entered into a definitive
agreement (the "Agreement") with Thomson to acquire its U.S., Canada, China and
Hong Kong consumer electronics audio video business. As a result of the
acquisition, Audiovox will acquire the rights to the RCA brand for consumer
electronics audio video products. As consideration for the transferred assets,
Audiovox will pay Thomson $19.7 million, plus a net asset payment, plus a
five-year fee related to the RCA brand in the consumer electronics audio video
product field. Audiovox anticipates that the transaction will close by December
31, 2007.
Item 9.01(d). Exhibits
Exhibit Number Description
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99.1 Press Release dated October 16, 2007 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 thereunto duly authorized.
AUDIOVOX CORPORATION (Registrant)
Date: October 17, 2007
By: /s/ Charles M. Stoehr
-------------------------
Charles M. Stoehr
Senior Vice President and
Chief Financial Officer
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Audiovox to Acquire Thomson's Consumer Electronics Audio Video Business outside
Europe Including the Worldwide Rights to the RCA Brand for Consumer Electronics
Audio Video Products
o Purchase price is $19.7 million, plus a net asset payment, plus a
five-year fee related to the RCA brand in the consumer electronics
audio video product field.
o Proposed acquisition to add approximately $150 million in annual sales
as well as the ability to generate royalty income and should
positively impact fiscal 2009 results.
o Company to acquire the rights to the RCA brand for consumer
electronics audio video products.
HAUPPAUGE, NY, October 16th, 2007- -Audiovox Corporation (NASDAQ:VOXX) announced
today that it has entered into a definitive agreement with Thomson to acquire
its U.S., Canada, China and Hong Kong consumer electronics audio video business.
As a result of the acquisition, Audiovox will acquire the rights to the RCA
brand for consumer electronics audio video products. The Company anticipates
this transaction will close by December 31, 2007.
Patrick Lavelle, President and CEO of Audiovox stated, "This acquisition adds
the well respected RCA brand for a wide variety of consumer electronics audio
video products to our brand portfolio and enhances our purchase of the RCA
consumer electronics accessory business made earlier in the year."
Lavelle further stated, "In addition, this acquisition is in line with our
announced M & A strategy of adding synergistic businesses to our core and
leveraging existing overhead to assimilate them while adding minimal additional
operational expenses."
In January 2007, Audiovox completed its acquisition of Thomon's America's
consumer electronics accessory business for a total purchase price of
approximately $59 million. This deal gave Audiovox the rights to the RCA brand
for consumer electronics accessories. The acquisition also included the Recoton,
Spikemaster, Ambico and Discwasher brands for use on any products and the
Jensen, Advent, Acoustic Research and Road Gear brands for electronics products
in 2003.
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 and accessories
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.
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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 for the fiscal year ended February 28, 2007.
Company Contacts
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Glenn Wiener
GW Communications for Audiovox
Tel: 212-786-6011 or Email: gwiener@GWCco.com
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