UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 8, 2003
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)
150 Marcus Boulevard, Hauppauge, New York 11788
(Former Name or Former Address, if Changed Since Last Report)
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 the
following provisions (see General Instruction A.2. below):
|_| 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(c))
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Item 2. Acquisition or Disposition of Assets
Pursuant to a First Amended and Restated Stock and Asset Purchase
Agreement, dated as of June 2, 2003 (the "Agreement"), by and among Recoton
Audio Corporation, Recoton Home Audio, Inc., Recoton Mobile Electronics, Inc.,
Recoton International Holdings, Inc. ("RIH"), Recoton Corporation and Recoton
Canada Ltd. (collectively, the "Sellers") , JAX Assets Corp. ("Buyer") and
Audiovox Corporation ("Registrant"), as guarantor, on July 8, 2003, Buyer, a
wholly owned subsidiary of Registrant, closed on the acquisition of audio assets
of certain Sellers (the "Assets") and the shares of RIH (the "Stock"). The
Assets consist of the brand names Jensen, Accoustic Research and Advent and
substantially all of the audio inventory, accounts receivable and other assets
of certain Sellers. The Stock consists of all the issued and outstanding shares
of RIH, the sole shareholder of Recoton German Holdings GmbH.
Seller used the Assets in connection with its worldwide audio electronics
distribution business and Registrant intends to continue to use the Assets
substantially for the same purpose.
There is no material relationship between Seller and Registrant, any of its
affiliates, any director or officer of Registrant, or any associate of any
director or officer.
Registrant purchased the Assets and Stock from Sellers for approximately
$40,000,000 (the "Cash Purchase Price") subject to post-closing adjustment for
inventory and accounts receivable balances. In addition, Registrant assumed
$3,776,000 in debt related to the acquisition of the Stock in RIH. The total
purchase price was partially financed with proceeds of approximately $12.8
million of long-term debt obtained by the Company shortly after the acquisition
with the balance paid from available cash on hand.
Item 7. Financial Statements, Pro Forma Financial Information And Exhibits
(a) Financial Statements of Business Acquired
The historical financial statements of the audio business group of
Recoton Corporation as of and for each of the years in the three year
period ended December 31, 2002 (incorporated by reference to Exhibit
2.1 of Audiovox Corporation's Current Report on Form 8-K/A filed
September 22, 2003)
(b) Pro Forma Financial Information
The pro forma balance sheet as of May 31, 2003 and proforma statements
of operations for the six months ended May 31, 2003 and for the year
ended November 30, 2002 (incorporated by reference to Exhibit 2.1 of
Audiovox Corporation's Current Report on Form 8-K/A filed September
22, 2003)
(c) Exhibits
2.1 First Amended and Restated Stock and Asset Purchase Agreement
made and entered into as of June 2, 2003 (incorporated by
reference to Exhibit 2.1 of Audiovox Corporation's Current Report
on Form 8-K filed July 23, 2003)
99.1 Financial Statements of Audio Business Group of Recoton
Corporation
99.2 Unaudited Pro-Forma Condensed Combined Financial Statements of
Audiovox Corporation and Audio Recoton
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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
By:s/Charles M. Stoehr
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Charles M. Stoehr
Senior Vice President and
Chief Financial Officer
Dated: October 7, 2004
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