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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): August 08, 2024 |
VOXX INTERNATIONAL CORPORATION
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
0-28839 |
13-1964841 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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2351 J. Lawson Boulevard |
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Orlando, Florida |
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32824 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (800) 645-7750 |
(Former Name or Former Address, if Changed Since Last Report)
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 the 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(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s) |
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Name of each exchange on which registered
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Class A Common Stock $.01 par value |
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VOXX |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On August 8, 2024, VOXX International Corporation issued a press release announcing its wholly owned subsidiary, VOXX Accessories Corp. (“VAC”), had entered into an Asset Purchase Agreement to sell certain assets including its RCA trademarks and other intellectual property, to Talisman Brands Inc./Established Inc. (“Established”). The total value of the transaction is expected to be approximately $25 million. VAC will continue to operate the domestic accessories business for Established post-closing, working directly with customers and suppliers. The closing is contemplated to occur on or before August 30, 2024. The press release is attached to this Form 8-K as Exhibit 99.1.
The information furnished under Item 8.01, including Exhibit 99.1, shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
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.
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VOXX INTERNATIONAL CORPORATION (Registrant) |
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Date: |
August 8, 2024 |
By: |
/s/ Loriann Shelton |
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Loriann Shelton Senior Vice President Chief Operating Officer Chief Financial Officer |
Exhibit 99.1
![img227187788_0.jpg](https://www.sec.gov/Archives/edgar/data/807707/000095017024094119/img227187788_0.jpg)
VOXX International Corporation Announces the Sale of Certain Assets of its Domestic Accessories Group to Established, Inc. for Approximately $25 Million
VOXX will continue to operate as VOXX Accessories Corp. (“VAC”) to ensure business continuity
ORLANDO, FL.— August 8, 2024 — VOXX International Corporation (NASDAQ: VOXX), today announced that it has entered into an Asset Purchase Agreement (the “Agreement”) to sell certain assets, including the Company’s iconic RCA trademarks and other intellectual property, to Established Inc. The total value of the transaction is expected to be approximately $25 million, and the companies anticipate the deal will close on or before August 30, 2024. Under the agreement, VOXX Accessories Corp. will continue to operate the business while working with customers and partners in the normal course of business.
Pat Lavelle, Chief Executive Officer of VOXX International Corporation stated, “This transaction is in line with our stated strategy of monetizing assets, realigning the organization and paying down debt. We have enjoyed strong market positions and success in the accessories business globally, and will maintain strong global brands and distribution once this transaction closes. Domestically, while we are selling assets, we will continue to provide our customers and manufacturers with the same support as they have had in the past, as we are continuing to manage the business. With this asset sale however, we will strengthen our financial position.”
The Agreement was entered into on August 2, 2024 and the companies anticipate the transaction will close on or before August 30, 2024. The finalization of the Agreement will be subject to standard closing conditions
About VOXX International Corporation
VOXX International Corporation (NASDAQ: VOXX) has grown into a worldwide leader in the Automotive Electronics and Consumer Electronics industries. Over the past several decades, with a portfolio of approximately 30 trusted brands, VOXX has built market-leading positions in in-vehicle entertainment, automotive security, reception products, a number of premium audio market segments, and more. VOXX is a global company, with an extensive distribution network that includes power retailers, mass merchandisers, 12-volt specialists and many of the world's leading automotive manufacturers. For additional information, please visit our website at www.voxxintl.com.
Safe Harbor Statement
Except for historical information contained herein, statements made in this release constitute forward-looking statements and thus may involve certain risks and uncertainties. All forward-looking statements made in this release are based on currently available information and the Company assumes no responsibility to update any such forward-looking statements. The following factors, among others, may cause actual results to differ materially from the results suggested in the forward-looking statements. The factors include, but are not limited to the risk factors described in the “Risk Factors” section of the Company's Annual Report on Form 10-K for the fiscal year ended February 29, 2024, and other filings made by the Company from time to time with the SEC, as such descriptions may be updated or amended in any future reports we file with the SEC. The factors described in such SEC filings include, without limitation: impacts related to the COVID-19 pandemic, global supply shortages and logistics costs and delays; global economic trends; cybersecurity risks; risks that may result from changes in the Company's business operations; operational execution by our businesses; changes in law, regulation or policy that may affect our businesses; our ability to increase margins
through implementation of operational improvements, restructuring and other cost reduction methods; our ability to keep pace with technological advances; significant competition in the automotive electronics, consumer electronics and biometrics businesses; our relationships with key suppliers and customers; quality and consumer acceptance of newly introduced products; market volatility; non-availability of product; excess inventory; price and product competition; new product introductions; foreign currency fluctuations; and restrictive debt covenants. Many of the foregoing risks and uncertainties are, and will be, exacerbated by the War in the Ukraine and any worsening of the global business and economic environment as a result.
Investor Relations Contact:
Glenn Wiener, GW Communications (for VOXX)
Email: gwiener@GWCco.com
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