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SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 1
TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KOSS CORPORATION
Delaware | 39-1168275 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
Milwaukee, Wisconsin 53212
code, of registrant’s principal executive offices)
Michael J. Koss
Chief Executive Officer and President
4129 North Port Washington Avenue
Milwaukee, Wisconsin 53212
(414) 964-5000
(Name, address, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Amount | Proposed Maximum | Proposed Maximum | Amount of | |||||||||||||
Title of Shares | to be | Aggregate Price | Aggregate | Registration | ||||||||||||
to be Registered | Registered | per Unit(1) | Offering Price(1) | Fee | ||||||||||||
Common Stock, $0.005 par value | 19,875 | (2) | $ | 16.96 | (3) | $ | 337,080.00 | (3) | $ | 27.27 |
(1) | Estimated solely for the purpose of calculating the registration fee. | |
(2) | This registration statement is being used to register 19,875 shares of common stock that have been issued to the selling stockholders pursuant to provisions of the Asset Purchase Agreement described in the “Summary” Section herein. | |
(3) | Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as amended, based upon the average of the high and low prices on October 29, 2003, as reported by the Nasdaq National Market. |
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The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
KOSS CORPORATION
19,875 Shares
Common Stock
We are registering for resale pursuant to this prospectus 19,875 shares of our common stock that we have issued to the selling stockholders named in this prospectus. The offering of shares of our common stock under this prospectus is being made by the selling stockholders only. It is not part of an original issuance by us of shares of our common stock. Accordingly, all of the net proceeds from the sale of shares of our common stock offered under this prospectus will go to the selling stockholders who offer and decide to sell their shares.
You should carefully consider the risks we describe under the caption “Risk Factors”
beginning on page 3.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR
ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON
THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of shares of our common stock offered under this prospectus.
No dealer, salesman or any other person has been authorized to give any information or to make any representations in connection with this offering other than those contained in this prospectus and, if given or made, such other information and representations must not be relied upon as having been authorized by us or the selling stockholders. This prospectus does not constitute an offer to sell, or a solicitation of any offer to buy, any securities other than the registered securities to which it relates. This prospectus does not constitute an offer to sell, or a solicitation of any offer to buy, such securities in any circumstances or jurisdiction in which such offer or solicitation is unlawful.
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SUMMARY | 3 | |||
RISK FACTORS | 3 | |||
WHERE YOU CAN FIND MORE INFORMATION | 6 | |||
DOCUMENTS INCORPORATED BY REFERENCE | 7 | |||
SELLING STOCKHOLDERS | 8 | |||
PLAN OF DISTRIBUTION | 9 | |||
USE OF PROCEEDS | 9 | |||
LEGAL MATTERS | 9 | |||
EXPERTS | 9 | |||
INDEMNIFICATION | 9 |
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SUMMARY
We design, develop, manufacture and market stereo headphones and related accessory products. We have been involved in the stereo headphones business since 1971. We are a Delaware corporation. Our principal executive offices are located at 4129 North Port Washington Avenue, Milwaukee, Wisconsin 53212, and our telephone number is (414) 964-5000.
RISK FACTORS
You should carefully consider the following risk factors before you decide to buy our common stock. If any of these risks actually occur, our business, financial condition, operating results or cash flows could be materially adversely affected. This could cause the trading price of our common stock to decline, and you could lose part or all of your investment.
REDUCTION IN PRESENT LEVELS OF CASH FLOW COULD ADVERSELY AFFECT OUR BUSINESS |
Our primary source of liquidity over the past twelve months has been operating cash flows. Our future cash flows from operations (on both a short term and long term basis) are dependent upon, but not limited to:
- | our ability to attract new customers that will sell our products and pay us for them, | ||
- | our ability to retain our existing customers at the level of sales previously produced, | ||
- | the volume of sales for these customers, | ||
- | the loss of business of one or more primary customers, | ||
- | changes in types of products that the customers purchase in their sales mix, | ||
- | the volume of royalty income paid to us by our licensees, including the inability to negotiate favorable royalty arrangements and renew current arrangements with certain existing favorable terms, | ||
- | changes in general economic conditions which would directly impact the ability of our customers to remain in business and pay for their products on a timely basis, | ||
- | management’s ability to hold the line on any requests for increases in material or labor cost increases, and | ||
- | the ability to collect in full and in a timely manner, amounts due to us. |
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OUR FAILURE TO ATTRACT AND RETAIN CUSTOMERS TO SELL OUR PRODUCTS COULD ADVERSELY EFFECT OUR SALES VOLUME AND FUTURE PROFITABILITY |
PROFIT MARGINS CAN BE REDUCED NEGATIVELY IMPACTING OUR PROFITABILITY |
POOR ECONOMIC CONDITIONS CAN RESTRICT OR LIMIT PRODUCT PLACEMENT, SALES AND REPLENISHMENT WHICH COULD DECREASE OUR PROFITS |
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MANAGEMENT IS SUBJECT TO DECISIONS MADE OUTSIDE ITS CONTROL WHICH COULD DIRECTLY EFFECT OUR FUTURE PROFITABILITY |
ACCOUNTS RECEIVABLE AMOUNTS CAN BE LOST NEGATIVELY IMPACTING OUR FUTURE PROFITABILITY |
COMPANY PROFITS CAN SUFFER FROM INTERRUPTIONS IN SUPPLY CHAIN |
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WHERE YOU CAN FIND MORE INFORMATION
We intend to furnish our stockholders with annual reports containing audited consolidated financial statements and other periodic reports as we may determine or as may be required by law.
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DOCUMENTS INCORPORATED BY REFERENCE
All of the documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the termination of the offering relating to this prospectus will be deemed to be incorporated by reference in this prospectus and to constitute a part of this prospectus from the date that such documents are filed with the SEC. For purposes of this prospectus, any statement that is incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified, replaced, or superseded by a statement contained in this prospectus or contained in any other subsequently filed document that also is or is deemed to be incorporated by reference in this prospectus. Such modified or superseded statement will be deemed, except as so modified or superseded, to constitute a part of this prospectus.
You may request, at no cost, copies of any or all of the documents incorporated by reference in this prospectus (other than the exhibits to such documents, unless such exhibits are specifically incorporated by reference into the information that this prospectus incorporates) by writing or telephoning us at:
Koss Corporation
4129 North Port Washington Avenue
Milwaukee, Wisconsin 53212
Attn: Investor Relations
Telephone: (414) 964-5000
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SELLING STOCKHOLDERS
The shares of our common stock to be sold pursuant to the offering were acquired by the selling stockholders in connection with our acquisition of Addax Sound Company, as described in this prospectus. The table below sets forth information with respect to the beneficial ownership of the common stock by selling stockholders immediately prior to this offering and as adjusted to reflect the sale of all of the shares of common stock registered under this registration statement pursuant to the offering. All information with respect to the beneficial ownership has been furnished by the selling stockholders.
Number of Shares | Number of Shares | |||||||||||
Beneficially | Shares Being | Beneficially | ||||||||||
Name of Beneficial Owner | Owned Prior to Offering | Offered(1) | Owned After Offering(1) | |||||||||
Christopher Gantz(2) | 15,900 | 15,900 | 0 | |||||||||
Emanuel Winston | 3,975 | 3,975 | 0 | |||||||||
Total | 19,875 | 19,875 | 0 |
(1) | Assumes that the selling stockholders offer for sale all 19,875 shares of common stock that may be offered under this prospectus. | |
(2) | Christopher Gantz has been Vice President-Communication Products for the Company since May 2003. |
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PLAN OF DISTRIBUTION
USE OF PROCEEDS
We will not receive any proceeds from the offering.
LEGAL MATTERS
The validity of the common stock offered by this prospectus will be passed upon for us by Hughes & Luce, LLP in Dallas, Texas.
EXPERTS
INDEMNIFICATION
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
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PART II
Item 14. Other Expenses of Issuance and Distribution.
Registration fee | $ | 27.27 | ||
Accounting fees and expenses | 2,000 | * | ||
Legal fees and expenses | 5,000 | * | ||
Miscellaneous expenses | 3,000 | * | ||
Total: | $ | 10,027.27 | * |
* | Estimated |
We will pay all of the above expenses.
Item 15. Indemnification of Directors and Officers.
Item 16. Exhibits.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act. |
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
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(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(e) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.
(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
KOSS CORPORATION | ||||||
By: | /s/ Michael J. Koss | |||||
Michael J. Koss | ||||||
Vice Chairman, President, | ||||||
Chief Executive Officer, | ||||||
Chief Operating Officer, | ||||||
Chief Financial Officer |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature | Title | Date | ||
/s/ Michael J. Koss Michael J. Koss | Vice Chairman, President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer | January 26, 2004 | ||
/s/ Sujata Sachdeva Sujata Sachdeva | Vice President – Finance, Principal Accounting Officer | January 26, 2004 | ||
* John C. Koss | Director of Koss Corporation | January 26, 2004 | ||
* Martin F. Stein | Director of Koss Corporation | January 26, 2004 | ||
* Thomas L. Doerr | Director of Koss Corporation | January 26, 2004 | ||
/s/ Michael J. Koss Michael J. Koss | Director of Koss Corporation | January 26, 2004 | ||
* John J. Stollenwerk | Director of Koss Corporation | January 26, 2004 | ||
* Lawrence S. Mattson | Director of Koss Corporation | January 26, 2004 |
*By: | /s/ Michael J. Koss | |
Michael J. Koss | ||
Attorney-in-Fact |
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INDEX TO EXHIBITS
Exhibit | ||
Number | Description of Exhibits | |
*5.1 | Opinion of Hughes & Luce, LLP | |
*23.1 | Consent of Hughes & Luce, LLP (included in Exhibit 5.1) | |
*23.2 | Consent of PricewaterhouseCoopers LLP | |
*24.1 | Power of Attorney (included in Part II of this registration statement) |
* | Previously filed. |
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