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): June 11, 2004
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 2
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ITEM 5. OTHER EVENTS
On June 14, 2004 Audiovox Corporation (the "Company") announced that its
majority owned subsidiary, Audiovox Communications Corp. ("ACC") had entered
into a definitive agreement to sell selected assets and liabilities to
UTStarcom, Inc. (the "Asset Purchase Agreement").
Under the terms of the Asset Purchase Agreement and subject to the terms
and conditions thereof, UTStarcom, Inc. ("UTStarcom") will purchase selected
assets and liabilities (excluding its receivables, inter-company accounts
payable, and certain accrued expenses) from ACC for a total purchase price of
$165.1 million in cash, subject to post- closing adjustments.
The closing of the Asset Purchase Agreement is subject to certain closing
conditions, including regulatory, third party and Audiovox shareholder approval.
The Company's Board of Directors as well as UTStarcom's Board have approved the
transaction and John J. Shalam, Audiovox's Chairman, Chief Executive Officer and
majority shareholder, has agreed to vote his Audiovox shares in favor of the
deal.
The foregoing is not a description of the material terms of the
transaction. You should read a copy of the Asset Purchase Agreement, which is
attached as an exhibit to this report for a more complete understanding of the
terms.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
Exhibit 99.1 Asset Purchase Agreement, dated as of June 11,
2004, by and among Audiovox Communications Corp.,
Quintex Mobile Communications Corporation, Audiovox
Communications Canada Co., UTStarcom, Inc., UTStarcom
Canada Company and, with respect to Sections 2.05,
2.07, 2.09, 3.01, 3.02, 3.11(b), 3.30, 5.06, 5.08,
5.19, 5.20, 5.21, 5.22, 5.24 and Articles VII - X
only, Audiovox Corporation
Exhibit 99.2 Voting Agreement and Irrevocable Proxy by and between
UTStarcom, Inc. and John J.Shalam
Exhibit 99.3 Personally Held Intangibles Purchase Agreement made
and entered into as of June 10, 2004 by and between
Audiovox Communications Corp. and Philip Christopher
Exhibit 99.4 Agreement and General Release made and entered into
as of June 10, 2004 among Audiovox Communications
Corp., Audiovox Corporation and Philip Christopher
Exhibit 99.5 Stock Purchase Agreement made and entered into as of
June 10, 2004 by and among Toshiba Corporation,
Audiovox Communications Corp. and Audiovox
Corporation
Exhibit 99.6 Agreement for Purchase of 7.5 Shares dated as of
June 8, 2004 by and between Audiovox Corporation and
Toshiba Corporation
Exhibit 99.7 Press Release dated June 14, 2004
Exhibit Index on Page 2
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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: June 14, 2004 By: /s/ Charles M. Stoehr
--------------------------------------------
Charles M. Stoehr
Senior Vice President and
Chief Financial Officer
Exhibit Index on Page 2
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