UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 7, 2005
AUDIOVOX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-28839 13-1964841
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
180 Marcus Blvd., Hauppauge, New York 11788
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (631) 231-7750
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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED
LISTING RULE OR STANDARD; TRANSFER OF LISTING.
On March 1, 2005, Audiovox Corporation (the "Company") issued a press release
(the "Press Release") announcing that the Company expects to file its Form 10-K
for fiscal 2004 on or before March 31, 2005 and stating that the Company's
auditors require additional time to complete the fiscal 2002 audit of the
Company and its subsidiaries. The Press Release also reported that the Company
anticipates receiving a delisting notice from Nasdaq. On March 1, 2005, the
Company also filed a Current Report on Form 8-K with the Securities & Exchange
Commission (the "SEC") to report the issuance of the Press Release.
On March 3, 2005, the Company received a Nasdaq Staff Determination Letter
indicating the Company's securities are subject to delisting from Nasdaq at the
opening of business on March 14, 2005, because the Company's Annual Report on
Form 10-K was not filed and as a result the Company failed to comply with the
requirements for continued listing set forth in Nasdaq's Marketplace Rule
4310(c)(14). Effective at the opening of business on March 7, 2005, the fifth
character "E" will be appended to the Company's trading symbol and it will be
changed from VOXX to VOXXE.
The Company intends to request a hearing before a Nasdaq Listing Qualifications
Panel to review the Staff Determination and request continued listing on Nasdaq
until our auditors complete the audit of our consolidated financial statements
for the fiscal year ended November 30, 2002 and we file our Form10-K for fiscal
2004. A hearing request will stay the delisting of our securities pending a
written decision of the Nasdaq Listing Qualifications Panel. There can be no
assurance that the Panel will grant our request for continued listing.
Item 7.01 REGULATION FD DISCLOSURES.
On March 7, 2005, we issued a press release announcing that we had received
notification from Nasdaq that our securities are subject to delisting. This
press release is attached as Exhibit 99.1.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Description
99.1 Press Release dated March 7, 2005 announcing delisting notice
from Nasdaq.
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SIGNATURE
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.
Date: March 7, 2005 AUDIOVOX CORPORATION
/s/ Charles M. Stoehr
Charles M. Stoehr
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated March 7, 2005 announcing delisting notice
from Nasdaq.
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