Amended Annual Report (10-k/a)

Date : 05/30/2019 @ 8:05PM
Source : Edgar (US Regulatory)
Stock : VOXX International Corporation (VOXX)
Quote : 4.51  0.04 (0.89%) @ 12:59AM

Amended Annual Report (10-k/a)



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-K/A
(Amendment No. 1)

Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the fiscal year ended February 28, 2019

Commission file number 0-28839

VOXX INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
13-1964841
(IRS Employer Identification No.)
 
2351 J. Lawson Boulevard, Orlando, Florida
(Address of principal executive offices)
 
 
32824
(Zip Code)
 
(800) 645-7750
(Registrant's telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
 
 
 
Title of each class:
Trading Symbol:
 
Name of Each Exchange on which Registered
 
Class A Common Stock $.01 par value
 
VOXX
The Nasdaq Stock Market LLC
 
Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes    o        No    x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes    o        No    x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes    x No    o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes    x No    o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer  o   Accelerated filer  x Non-accelerated filer  o Smaller reporting company  o Emerging growth company o






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
o

Indicate by check mark whether the Registrant is a shell company (as defined in rule 12b-2 of the Act).
Yes    o        No    x

The aggregate market value of the common stock held by non-affiliates of the Registrant was $108,000,048 (based upon closing price on the Nasdaq Stock Market on August 31, 2018).

The number of shares outstanding of each of the registrant's classes of common stock, as of May 13, 2019 was:

Class
Outstanding
 
 
Class A common stock $.01 par value
21,938,100
Class B common stock $.01 par value
2,260,954

DOCUMENTS INCORPORATED BY REFERENCE

Part III -  (Items 10, 11, 12, 13 and 14) Proxy Statement for Annual Meeting of Stockholders to be filed on or before June 6, 2019.






EXPLANATORY NOTE - AMENDMENT

VOXX International Corporation  (the "Company") is filing this Amendment No. 1 (the "Amendment") to its Annual Report on Form 10-K for the period ended February 28, 2019, as originally filed with the Securities and Exchange Commission on May  14, 2019 (the "Original Filing"), for the sole purpose of filing Exhibit 10.1, the First Amendment to the Employment Agreement between the Company and Loriann Shelton, Senior Vice President and Chief Operating Officer of the Company (the "First Amendment").  The Company reported the First Amendment on its Form 8-K filed on January 15, 2019.

No other changes have been made to the Original Filing or any other exhibits. This Amendment speaks as of the filing date of the Original Filing and does not reflect events occurring after the original filing date or modify or update those disclosures that may be affected by subsequent events.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto.  Paragraphs 3, 4, and 5 of the certifications have been omitted since no financial statements have been included in this Amendment No. 1 and it does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K. This Amendment No. 1 does not contain new certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as these certifications were included as exhibits to the Original Filing.

EXHIBIT INDEX








SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

 
VOXX INTERNATIONAL CORPORATION
 
 
 
 
May 30, 2019
By:   /s/ Patrick M. Lavelle
 
Patrick M. Lavelle,
 
President and Chief Executive Officer






Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 
Signature
 
Title
 
Date
 
 
/s/ Patrick M.  Lavelle
Patrick M. Lavelle
 
President; Chief Executive Officer
(Principal Executive Officer) and Director
May 30, 2019
 
 
 
/s/ Charles M.  Stoehr
Charles M. Stoehr
 
 
Senior Vice President,
Chief Financial Officer (Principal
Financial and Accounting Officer) and Director
May 30, 2019
 
 
 
/s/ John J.  Shalam
John J. Shalam
 
Chairman of the Board of Directors
May 30, 2019
 
 
 
/s/ John Adamovich, Jr.
John Adamovich, Jr.
 
Director
May 30, 2019
 
 
 
/s/ Denise Gibson
Denise Gibson
 
Director
May 30, 2019
 
 
 
/s/ Peter A.  Lesser
Peter A. Lesser
 
Director
May 30, 2019
 
 
 
/s/ Ari Shalam
Ari Shalam
 
Director
May 30, 2019



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