UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 8, 2003
AUDIOVOX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-9532 13-1964841
(State or other jurisdiction (Commission (IRS Employer Identification
of Incorporation) File Number) Number)
150 Marcus Boulevard, Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (631) 231-7750
NONE
(Former name or former address, if changed since last report)
Exhibit Index on Page 3
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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
$5,000,000 in debt related to the acquisition of the Stock in RIH. The Cash
Purchase Price was paid by Registrant out of working capital and Registrant
expects that an adverse post-closing adjustment to the Cash Purchase Price, if
any, will also be paid from working capital.
Item 7. Financial Statements, Proforma Financial Information and Exhibits
(a) Financial statements of businesses acquired:
It is not practicable to file the required audited and unaudited
historical financial statements at this time. Accordingly, pursuant to
Item 7(a)(4) of Form 8-K, Registrant will file such financial
statements under cover of Form 8-K/A as soon as practicable, but not
later than September 21, 2003.
Exhibit Index on Page 3
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(b) Pro forma financial information:
It is not practicable to file the required pro forma financial
information at this time. Accordingly, pursuant to Item 7(b)(2) of
Form 8-K, Registrant will file such pro forma financial information
under cover of Form 8-K/A as soon as practicable, but not later than
September 21, 2003.
(c) Exhibits:
2.1 First Amended and Restated Stock and Asset Purchase Agreement made
and entered into as of June 2, 2003
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AUDIOVOX CORPORATION
Dated: July 23, 2003 By:s/ Charles M. Stoehr
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Charles M. Stoehr
Senior Vice President and Chief
Financial Officer
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