SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 5, 1995
AUDIOVOX CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-9532 13-1964841
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Commission File Number (IRS Employer Identification No.)
150 Marcus Blvd., Hauppauge, New York 11788
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(Address of principal executive offices) (Zip Code)
(516) 231-7750
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Registrant's Telephone Number
Page 1 of [ ] Pages
Exhibit Index on Page [ ]
Item 5. Other Events.
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A. Amended Credit Agreement.
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On May 5, 1995, Audiovox Corporation (the "Company")
entered into the Second Amended and Restated Credit Agreement
with five banks, including Chemical Bank which acts as agent for
the bank group (the "Credit Agreement"). Under the Credit
Agreement the Company may obtain credit through direct
borrowings, letters of credit, and banker's acceptances. The
obligations of the Company under the Credit Agreement continue to
be guaranteed by certain of the Company's subsidiaries and will
be secured by accounts receivable and inventory of the Company
and those subsidiaries. Availability of credit under the Credit
Agreement is in a maximum aggregate amount of $95,000,000, is
subject to certain conditions and is based upon a formula taking
into account the amount and quality of its accounts receivable
and inventory. A copy of the Credit Agreement is attached as
Exhibit 1 hereto and incorporated herein by reference.
B. Warrant Offering.
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On May 10, 1995, the Company issued a press release
(attached as Exhibit 5 hereto) announcing that it had issued
certain warrants in a private placement, with the underlying
shares to be supplied from the Chairman's personal stock
holdings. A copy of the Offering Memorandum for the private
placement, as supplemented, is attached as Exhibit 2 hereto and
incorporated herein by reference.
1,668,875 Warrants were issued by the Company in a
private placement under a warrant agreement, dated as of May 9,
1995 (the "Warrant Agreement"), between the Company and
Continental Stock Transfer & Trust Company, as Warrant Agent. A
copy of the Warrant Agreement is attached as Exhibit 3 hereto and
incorporated herein by reference. Each Warrant can be converted
into one share of Class A Common Stock at $7 1/8, subject to
adjustment under certain circumstances. The Warrants were issued
to the beneficial holders as of June 3, 1994 of $57,640,000
million of Audiovox's 6 1/4% Convertible Subordinated Debentures
due 2001, in exchange for a release of any claims such holder may
have against Audiovox, its agents, directors and employees in
connection with their investment in the Debentures. Each holder
received 30 Warrants for each $1,000 of principal amount of
Debentures, except for Oppenheimer & Co., Inc. which received 25
Warrants. The Warrants are not exercisable (a) until the later
of (x) May 9, 1996 and (y) the date a registration statement with
respect to the Class A Common Stock issuable upon exercise of the
Warrants has been filed and declared effective by the Securities
and Exchange Commission or (b) after March 15, 2001, unless
sooner terminated under certain circumstances. The Company has
also agreed to register the Warrants and the underlying Common
Stock within one year of the date of issuance pursuant to a
registration rights agreement, dated as of May 9, 1995 (the
"Registration
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Rights Agreement"), between the Company and the purchasers of
the Warrants. A copy of the Registration Rights Agreement is
attached as Exhibit 4 hereto and incorporated herein by reference.
To eliminate the current dilutive effect on earnings
per share, John J. Shalam, Chief Executive Officer of Audiovox,
has granted the Company an option to supply 1,668,875 shares of
Class A Common Stock from his personal holdings at the same
price. The Company has agreed to reimburse Mr. Shalam should the
exercise of this option be treated as dividend income rather than
capital gains. The independent directors of the Company may
elect to issue shares from the Company instead of drawing on Mr.
Shalam's shares if such directors determine it is in the best
interest of the shareholders and the Company.
During the second quarter the Company will take a one-
time non-cash charge to earnings of approximately $3 million,
which will be offset by a $3 million increase in paid-in capital,
therefore there will be no net effect on total shareholders
equity.
Item 7. Exhibits.
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1. Second Amended and Restated Credit Agreement among Audiovox
Corporation and its lenders, dated May 5, 1995.
2. Offering Memorandum in Connection with Audiovox Corporation
Warrants for the Purchase of One Share of Class A Common
Stock, dated as of April 12, 1995, as supplemented in
Supplement No. 1, dated May 1, 1995.
3. Warrant Agreement, dated as of May 9, 1995, between Audiovox
Corporation and Continental Stock Transfer & Trust Company,
as Warrant Agent.
4. Registration Rights Agreement, dated as of May 9, 1995,
between Audiovox Corporation and certain purchasers of
Audiovox Corporation warrants.
5. Press release dated May 10, 1995.
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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 hereunto duly authorized.
AUDIOVOX CORPORATION
By: /s/ C. Michael Stoehr
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Name: C. Michael Stoehr
Title: Senior Vice President and
Chief Financial Officer
Dated: May 31, 1995
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EXHIBIT INDEX
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Exhibit Description Page
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1. Second Amended and Restated Credit [ ]
Agreement among Audiovox Corporation and
its lenders, dated May 5, 1995.
2. Offering Memorandum in Connection with [ ]
Audiovox Corporation Warrants for the
Purchase of One Share of Class A Common
Stock, dated as of April 12, 1995, as
supplemented in Supplement No. 1, dated May
1, 1995.
3. Warrant Agreement, dated as of May 9, 1995, [ ]
between Audiovox Corporation and
Continental Stock Transfer & Trust Company,
as Warrant Agent.
4. Registration Rights Agreement, dated as of [ ]
May 9, 1995, between Audiovox Corporation
and certain purchasers of Audiovox
Corporation warrants.
5. Press release dated May 10, 1995. [ ]
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