forms8.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
AUDIOVOX
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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13-1964841
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(State
or other jurisdiction of incorporation)
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(I.R.S.
Employer Identification No.)
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180
Marcus Blvd., Hauppauge, New York
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11788
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(Address
of principal executive officers)
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(Zip
Code)
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Consultant
Warrant Agreement
(Full
Title of the Plan)
ROBERT S.
LEVY, ESQ.
LEVY,
STOPOL & CAMELO, LLP
1425 RXR
Plaza
Uniondale, New York
11556-1425
(Name and
address of agent for service)
(516)
802-7007
(Telephone
number, including area code, of agent for service)
Indicate
by Check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large accelerated
filer o Accelerated
filer x
Non-accelerated
filer o Smaller
reporting company o
CALCULATION
OF REGISTRATION FEE
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Title
of securities
to
be registered
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Amount
to be
registered
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Proposed
maximum offering price per share(2)
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Proposed
maximum aggregate offering price
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Amount
of registration fee
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Class
A
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35,000 |
(1) |
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$ |
267,750.00 |
(3) |
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$ |
267,750.00 |
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$ |
14.93 |
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(1) Represents
12,500 shares, 2,500 shares and 2,500 shares of Class A Common Stock, authorized
for issuance by the Company to Robert S. Levy, Larry N. Stopol and Dianne M.
Camelo, pursuant to those certain Warrant Agreements, dated as of October 13,
2008 and 12,500 shares, 2,500 shares and 2,500 shares of Class A Common Stock,
authorized for issuance by the Company to Robert S. Levy, Larry N. Stopol and
Dianne M. Camelo, pursuant to those certain Warrant Agreements, dated as of
September 14, 2009 (the “Warrant Agreements”). This registration statement also
covers such indeterminable additional number of shares as may be issuable under
the Warrant Agreements by reason of adjustments in the number of shares covered
thereby as described in the Prospectus.
(2) Estimated
solely for the purpose of calculating the registration fee.
(3) Based
upon the average of the high and low prices of the Common Shares on the NASDAQ
on October 16, 2009 or $7.65 per share.
Pursuant
to Rule 416(c) under the Securities Act of 1933, as amended, this Registration
Statement also covers such additional indeterminate number of shares as may
become issuable pursuant to anti-dilution and adjustment
provisions.
PART
I
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
1. Plan Information
This
registration statement relates to the offer and sale of Common Stock, $.01 per
share (the “Common Stock”) of Audiovox Corporation (the “Company”) to its
advisors and consultants, Robert S. Levy, Larry N. Stopol and Dianne M. Camelo
(the “Consultants”). The Warrants represent payment by the Company to
Consultants in consideration of business advice and consulting services rendered
to the Company. In connection therewith, the Consultants are being offered the
right to purchase an aggregate of 35,000 shares of Common Stock of the Company.
This summary should be read in connection with the Warrant Agreements, which are
incorporated herewith as Exhibit 4 hereto.
Item
2. Registrant Information and Employee Plan Annual Information
The
Consultants have been provided with copies of the documents incorporated herein
by reference in Part II, Item 3. The Consultants have been advised by the
Company in writing that such documents will be available to the Consultants
without charge upon request to the Company’s offices at 180 Marcus Boulevard,
Hauppauge, NY 11788, telephone (516) 231-7750.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
There are
hereby incorporated by reference in this Registration Statement the following
documents or portions of documents and information previously filed with the
Securities and Exchange Commission:
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1.
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The
Company’s Annual Report on Form 10-K for the fiscal year ended February
28, 2009.
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2.
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The
Company’s Quarterly Reports on Form 10-Q for the quarters ended May 31,
2009 and August 31, 2009.
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In
addition, all other reports or documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date of this Registration Statement, and prior to the filing of a
post-effective amendment which indicates that all the securities offered have
been sold or which de-registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.
Except as
superseded or modified herein, any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this document.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Levy,
Stopol & Camelo, LLP has given an opinion on the validity of the securities
being registered hereunder. Robert S. Levy, Larry N. Stopol and Dianne M.
Camelo, partners of the law firm, are eligible to receive shares of the
Company’s Class A Common Stock pursuant to this Form S-8
registration.
Item
6. Indemnification of Directors and Officers.
The
Company’s Certificate of Incorporation provides that to the fullest extent
permitted by law, no director shall be personally liable to the Company or its
stockholders for monetary damages for breach of his fiduciary duty as a
director. Section 102(7) of the Delaware Law provides that a corporation may
include such a provision in its certificate of incorporation, provided that such
provision shall not eliminate liability (i) for any breach of a director's duty
of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware Law (relating to unlawful
payment of dividends and certain other matters) or (iv) for any transaction in
which a director derived an improper personal benefit.
The
General Corporation Law of Delaware, the Company’s state of incorporation,
permits the Company to indemnify directors and officers in certain circumstances
against expenses, judgments, fines and amounts paid in settlement in connection
with legal proceedings in which such persons may be involved due to their
positions with the Company, and to advance payment of expenses to such persons.
A director or officer may be indemnified if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the best interest
of the Company, and, with respect to any criminal action or proceeding, he had
no reasonable cause to believe that his conduct was unlawful. The Company's
Certificate of Incorporation and By-laws require that such persons be
indemnified by the Company to the fullest extent authorized by law, and set out
a procedure by which these rights may be enforced. To the extent that a director
or officer has been successful in the defense of any such action, the Company
must indemnify him for his expenses. In the case of partially or wholly
unsuccessful defenses, or settlements, a disinterested majority of the Board of
Directors, independent legal counsel, or the stockholders may decide if his
conduct met the standard set out above and, if it is decided that this standard
was met, the Company must indemnify him. If it is decided that his conduct did
not meet this standard, or if no decision is made, the director or officer may
bring an action to enforce his right to indemnification and, if the court finds
that his action did meet the standard, the Company must indemnify him. The
Company bears the burden of proof in any such action. However, if a director or
officer has been found liable to the Company in an action by or in the right of
the Company (such as a stockholders’ derivative suit), indemnification is
available only to the extent ordered by the court in which such action was
brought.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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 Act and will
be governed by the final adjudication of such issue.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
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Exhibit No.
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Description
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4
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Consultants’
Warrant Agreements
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5
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Opinion
of Levy, Stopol & Camelo, LLP
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23.1
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Consent
of Grant Thornton, LLP (filed herewith)
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23.2
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Consent
of McGladrey & Pullen, LLP (filed herewith)
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23.3
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Consent
of Levy, Stopol & Camelo, LLP (included in Exhibit
5)
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24
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Power
of Attorney (included on signature
page)
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Item
9. Undertakings.
(a) The
undersigned registrant hereby undertakes to file, during any period in which
offers or sales are being made, a post-effective amendment to this registration
statement (1) 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; (2) that, for
the purpose of determining any liability under the Securities Act of 1933, 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; and
(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.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement 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.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the “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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Town of
Hauppauge, State of New York, on this 19 day of October, 2009.
AUDIOVOX
CORPORATION
BY:/s/ Patrick M.
Lavelle
Patrick
M. Lavelle
Chief
Executive Officer and Director
[Intentionally
Left Blank – Signatures to Follow]
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Patrick M. Lavelle
and Charles M. Stoehr, and each of them as attorney-in-fact, each with the power
of substitution, for him in any and all capacities, to sign any amendment to
this Registration Statement and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorneys-in-fact, and each of them, full power and
authority to do and perform each and every act and things requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
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Signature
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Title
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Date
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/s/ John
J. Shalam
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Chairman
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October
19, 2009
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John
J. Shalam
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/s/ Patrick
M. Lavelle
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Chief
Executive Officer,
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October
19, 2009
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Patrick
M. Lavelle
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President
and Director
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/s/ Charles
M. Stoehr
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Senior
Vice President,
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October
19, 2009
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Charles
M. Stoehr
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Chief
Financial Officer and Director
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/s/ Paul C. Kreuch,
Jr.
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Director
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October
19, 2009
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Paul
C. Kreuch, Jr.
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/s/ Dennis McManus
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Director
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October
19, 2009
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Dennis
McManus
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/s/ Peter
A. Lesser
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Director
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October
19, 2009
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Peter
A. Lesser
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/s/ Philip Christopher
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Director
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October
19, 2009
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Philip
Christopher
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