Amended Statement of Beneficial Ownership (sc 13d/a)
April 14 2020 - 7:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
VOXX INTERNATIONAL CORPORATION
(Name of Issuer)
Class A Common Stock, $.01 Par Value
(Title of Class of Securities)
91829F104
(CUSIP Number)
Beat M. Kahli
c/o Avalon Park Group
3680 Avalon Park Blvd., Suite 300
Orlando, FL 32828
(407) 658-6565
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 13, 2020
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
SCHEDULE 13D
|
CUSIP No.
|
91829F104
|
|
Page 2 of 9
|
|
1
|
NAME OF REPORTING
PERSON
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON (ENTITIES ONLY)
|
|
|
Beat M. Kahli
|
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
x
|
|
|
|
|
(b)
|
o
|
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS)
|
|
|
WC
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
|
o
|
|
|
6
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
|
|
Switzerland
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
2,231,712
(1)
|
|
8
|
SHARED VOTING POWER
|
|
|
0
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
2,231,712 (1)
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
0
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
2,231,712
(1)
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)
|
x
|
|
|
|
(SEE INSTRUCTIONS)
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
10.3%
(2)
|
|
14
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TYPE OF REPORTING PERSON
|
|
|
IN
|
|
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(1)
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Beat
M. Kahli beneficially owns 83,037 shares of Voxx International Corporation (the “Issuer”)
Class A Common Stock (“Class A Shares”) through Avalon Park International,
LLC, a limited liability company solely owned by Mr. Kahli, and 2,148,675 Class A Shares
through Kahli Holding AG (“Kahli Holding”), a company of which Mr. Kahli
is the controlling shareholder. Jill Kahli, the wife of Mr. Kahli, is the only other
shareholder of Kahli Holding.
|
|
|
(2)
|
Based on 21,707,180 Class A Shares issued and outstanding as of January 8, 2020, as reported on the Issuer’s Quarterly
Report on Form 10-Q for the quarter ended November 30, 2019.
|
SCHEDULE 13D
|
CUSIP No.
|
91829F104
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Page 3 of 9
|
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1
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NAME OF REPORTING
PERSON
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON (ENTITIES ONLY) 84-3730393
|
|
|
Avalon Park International, LLC
|
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
x
|
|
|
|
|
(b)
|
o
|
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS)
|
|
|
WC
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
|
o
|
|
|
6
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
|
|
State of Florida
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
83,037 (1)
|
|
8
|
SHARED VOTING POWER
|
|
|
0
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
83,037 (1)
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
0
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
83,037 (1)
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)
|
x
|
|
|
|
(SEE INSTRUCTIONS)
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
0.4% (2)
|
|
14
|
TYPE OF REPORTING PERSON
|
|
|
OO
|
|
|
(1)
|
Avalon Park International, LLC (“Avalon Park”) holds 83,037 shares of Voxx International Corporation (the “Issuer”)
Class A Common Stock (the “Class A Shares”). All of the Class A Shares held by Avalon Park may be deemed to be beneficially
owned by Beat M. Kahli as the sole member of Avalon Park.
|
|
|
(2)
|
Based on 21,707,180 Class A Shares issued and outstanding as of January 8, 2020, as reported on the Issuer’s Quarterly
Report on Form 10-Q for the quarter ended November 30, 2019.
|
SCHEDULE 13D
|
CUSIP No.
|
91829F104
|
|
Page
4 of 9
|
|
1
|
NAME OF REPORTING
PERSON
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON (ENTITIES ONLY) None
|
|
|
Kahli Holding AG
|
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
x
|
|
|
|
|
(b)
|
o
|
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS)
|
|
|
WC
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
|
o
|
|
|
6
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
|
|
Switzerland
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
2,148,675
(1)
|
|
8
|
SHARED VOTING POWER
|
|
|
0
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
2,148,675
(1)
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
0
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
2,148,675
(1)
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)
|
x
|
|
|
|
(SEE INSTRUCTIONS)
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
9.9%
(2)
|
|
14
|
TYPE OF REPORTING PERSON
|
|
|
CO
|
|
|
(1)
|
Kahli
Holding AG (“Kahli Holding”) holds 2,148,675 shares of Voxx International
Corporation (the “Issuer”) Class A Common Stock (the “Class A Shares”).
All of the Class A Shares held by Kahli Holding may be deemed to be beneficially owned
by Beat M. Kahli as the controlling shareholder of Kahli Holding. Jill Kahli, wife of
Mr. Kahli, is the only other shareholder of Kahli Holding.
|
|
|
(2)
|
Based on 21,707,180 Class A Shares issued and outstanding as of January 8, 2020, as reported on the Issuer’s Quarterly
Report on Form 10-Q for the quarter ended November 30, 2019.
|
Introduction
This constitutes Amendment No. 1 to the statement on Schedule
13D filed on behalf of Beat M. Kahli, Avalon Park International, LLC and Kahli Holding AG, dated as of April 13, 2020 (the “Statement”),
relating to the Class A Common Stock, $0.01 par value per share (“Class A Shares”), of Voxx International Corporation.
The purpose of this Amendment No. 1 is to report an increase in the number of Class A Shares held by the Reporting Persons.
Item 1. Security and Issuer
The statement of Schedule 13D relates to the Class A Common
Stock of Voxx International Corporation (the "Issuer"). The principle offices of the Issuer are located at 2351 J Lawson
Blvd., Orlando, FL 32824.
Item 2. Identity and Background.
|
|
a)
|
This statement is being filed jointly by Beat M. Kahli, Avalon Park International, LLC (“Avalon Park”), a limited
liability company organized under the laws of the State of Florida, and Kahli Holding AG (“Kahli Holding”), a company organized
under the laws of Switzerland (collectively, the “Reporting Persons”).
|
|
|
b)
|
The business addresses of the Reporting Persons are:
|
|
Mr. Kahli:
|
3680 Avalon Park Blvd., Suite 300, Orlando, FL 32828
|
|
Avalon Park:
|
3680 Avalon Park Blvd., Suite 300, Orlando, FL 32828
|
|
Kahli Holding:
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Riesbachstrasse 57, 8008 Zurich-Switzerland
|
|
|
c)
|
Mr. Kahli, a natural person, is the founder, President and CEO of Avalon Park Group; is the sole member of Avalon Park; and
is the controlling shareholder of Kahli Holding.
|
Avalon Park is a limited liability company organized
under the laws of the State of Florida. Avalon Park is a private investment entity that seeks appreciation of its assets for the
benefit of its owner.
Kahli Holding is a company organized under the laws of Switzerland.
Kahli Holding is a private investment entity that seeks appreciation of its assets for the benefit of its owner.
|
|
d)
|
Nothing to report for any of the Reporting Persons.
|
|
|
e)
|
Nothing to report for any of the Reporting Persons.
|
|
|
f)
|
Mr. Kahli is a citizen of Switzerland.
|
Item 3. Source and Amount of Funds or Other Considerations
Mr. Kahli holds 83,037 Class A Shares through Avalon Park
and 2,148,675 Class A Shares through Kahli Holding. All of these Class A Shares were purchased using funds from the working capital
of Avalon Group and Kahli Holding. Neither Avalon Park nor Kahli Holding purchased any Class A Shares using borrowed funds.
Item 4. Purpose of Transaction
The Reporting Persons acquired the Class A Shares for investment
purposes. The Reporting Persons will continue to evaluate their investment in the Class A Shares and may further purchase, hold,
vote, trade, dispose or otherwise deal in the Class A Shares, or enter into any hedging or similar transaction with respect to,
the Class A Shares, at times and in such manner as they may deem advisable. Any such transactions, if they occur at all, may take
place at any time and without prior notice. As part of their evaluation, the Reporting Persons will continue to monitor and assess
the Issuer’s assets, liabilities, capital structure, operating performance, business prospects, market valuation and other
related matters, as well as prevailing market conditions, alternative investment opportunities, liquidity requirements of the Reporting
Persons and other investment considerations. Consistent with their evaluation criteria, the Reporting Persons may discuss such
matters with management or directors of the Issuer, other shareholders, industry analysts, industry participants, investment and
financing professionals, sources of credit and other investors. The Reporting Persons may also take other actions with respect
to their respective investment in the Issuer as they deem appropriate, including, without limitation, seeking board representation,
making proposals to the Issuer concerning changes to the operations, strategy, capitalization, governance or ownership structure
of the Issuer, or changing their intentions with respect to any and all matters referred to in this Item 4. Notwithstanding anything
to the contrary herein, the Reporting Persons specifically reserve the right to change their intentions with respect to any or
all of such matters.
Except as set forth herein, the Reporting Persons have no current
intention, plan or proposal with respect to items (a) through (j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer
|
|
a)
|
See
items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number of shares
and percentage of Class A Shares beneficially owned by each of the Reporting Persons
as of April 13, 2020.
|
|
|
b)
|
See
items 7 through 10 of the cover pages to this Schedule 13D for the number of Class A
Shares beneficially owned by each of the Reporting Persons as to which there is sole
power to vote or to direct the vote, shared power to vote or to direct the vote and sole
or shared power to dispose or to direct the disposition as of April 13, 2020.
|
|
|
c)
|
During
the period February 13, 2020 through April 13, 2020, the Reporting Persons have affected
the following purchases of Class A Shares:
|
|
Purchaser
|
Trade
Date
|
Amount of Shares
|
Price per Share
|
Where/How Effected
|
|
Avalon Park International, LLC
|
3/26/2020
|
825
|
$2.61
|
Open Market
|
|
Avalon Park International, LLC
|
3/26/2020
|
400
|
$2.60
|
Open Market
|
|
Avalon Park International, LLC
|
3/26/2020
|
2,204
|
$2.64
|
Open Market
|
|
Avalon Park International, LLC
|
3/26/2020
|
1,000
|
$2.64
|
Open Market
|
|
Avalon Park International, LLC
|
3/26/2020
|
2,001
|
$2.64
|
Open Market
|
|
Avalon Park International, LLC
|
3/26/2020
|
298
|
$2.65
|
Open Market
|
|
Avalon Park International, LLC
|
3/26/2020
|
200
|
$2.64
|
Open Market
|
|
Avalon Park International, LLC
|
3/26/2020
|
1
|
$2.63
|
Open Market
|
|
Avalon Park International, LLC
|
3/26/2020
|
1,102
|
$2.65
|
Open Market
|
|
Avalon Park International, LLC
|
3/26/2020
|
1,500
|
$2.68
|
Open Market
|
|
Avalon Park International, LLC
|
3/26/2020
|
1,100
|
$2.72
|
Open Market
|
|
Avalon Park International, LLC
|
3/26/2020
|
1,100
|
$2.72
|
Open Market
|
|
Avalon Park International, LLC
|
3/26/2020
|
300
|
$2.71
|
Open Market
|
|
Avalon Park International, LLC
|
3/26/2020
|
1,900
|
$2.68
|
Open Market
|
|
Avalon Park International, LLC
|
3/26/2020
|
100
|
$2.65
|
Open Market
|
|
Avalon Park International, LLC
|
3/26/2020
|
793
|
$2.70
|
Open Market
|
|
Avalon Park International, LLC
|
3/26/2020
|
207
|
$2.69
|
Open Market
|
|
Avalon Park International, LLC
|
3/26/2020
|
1,506
|
$2.70
|
Open Market
|
|
Avalon Park International, LLC
|
3/26/2020
|
1,177
|
$2.80
|
Open Market
|
|
Avalon Park International, LLC
|
3/26/2020
|
823
|
$2.79
|
Open Market
|
|
Avalon Park International, LLC
|
3/26/2020
|
1,000
|
$2.80
|
Open Market
|
|
Avalon Park International, LLC
|
3/26/2020
|
1,000
|
$2.80
|
Open Market
|
|
Avalon Park International, LLC
|
3/26/2020
|
2,000
|
$2.79
|
Open Market
|
|
Avalon Park International, LLC
|
3/26/2020
|
1,684
|
$2.80
|
Open Market
|
|
Avalon Park International, LLC
|
3/26/2020
|
616
|
$2.79
|
Open Market
|
|
Avalon Park International, LLC
|
3/30/2020
|
5,000
|
$3.00
|
Open Market
|
|
Avalon Park International, LLC
|
3/30/2020
|
1,000
|
$3.11
|
Open Market
|
|
Avalon Park International, LLC
|
3/30/2020
|
1,000
|
$3.17
|
Open Market
|
|
Avalon Park International, LLC
|
3/30/2020
|
1,000
|
$3.17
|
Open Market
|
|
Avalon Park International, LLC
|
3/30/2020
|
1,000
|
$3.17
|
Open Market
|
|
Avalon Park International, LLC
|
3/30/2020
|
2,000
|
$3.20
|
Open Market
|
|
Avalon Park International, LLC
|
3/30/2020
|
2,000
|
$3.20
|
Open Market
|
|
Avalon Park International, LLC
|
3/30/2020
|
2,000
|
$3.20
|
Open Market
|
|
Avalon Park International, LLC
|
3/30/2020
|
2,000
|
$3.16
|
Open Market
|
|
Avalon Park International, LLC
|
3/30/2020
|
10,000
|
$3.20
|
Open Market
|
|
Avalon Park International, LLC
|
3/30/2020
|
3,000
|
$3.20
|
Open Market
|
|
Avalon Park International, LLC
|
3/30/2020
|
3,000
|
$3.20
|
Open Market
|
|
Avalon Park International, LLC
|
3/30/2020
|
3,000
|
$3.20
|
Open Market
|
|
Avalon Park International, LLC
|
3/30/2020
|
3,000
|
$3.19
|
Open Market
|
|
Avalon Park International, LLC
|
3/30/2020
|
3,000
|
$3.20
|
Open Market
|
|
Avalon Park International, LLC
|
3/30/2020
|
3,000
|
$3.20
|
Open Market
|
|
Avalon Park International, LLC
|
3/30/2020
|
3,000
|
$3.19
|
Open Market
|
|
Avalon Park International, LLC
|
3/30/2020
|
2,000
|
$3.14
|
Open Market
|
|
Avalon Park International, LLC
|
3/31/2020
|
1,000
|
$2.85
|
Open Market
|
|
Avalon Park International, LLC
|
3/31/2020
|
3,000
|
$2.85
|
Open Market
|
|
Avalon Park International, LLC
|
3/31/2020
|
1,200
|
$2.89
|
Open Market
|
|
Avalon Park International, LLC
|
3/31/2020
|
2,000
|
$2.84
|
Open Market
|
|
Avalon Park International, LLC
|
3/31/2020
|
1,000
|
$2.85
|
Open Market
|
|
Kahli Holding AG
|
02/20/20
|
28,839
|
$3.79
|
Open Market
|
|
Kahli Holding AG
|
02/20/20
|
9,833
|
$3.77
|
Open Market
|
|
Kahli Holding AG
|
02/21/20
|
11,328
|
$3.82
|
Open Market
|
|
Kahli Holding AG
|
02/26/20
|
50,000
|
$3.67
|
Open Market
|
|
Kahli Holding AG
|
03/02/20
|
50,000
|
$3.62
|
Open Market
|
|
Kahli Holding AG
|
03/03/20
|
17,295
|
$3.68
|
Open Market
|
|
Kahli Holding AG
|
03/04/20
|
32,705
|
$3.74
|
Open Market
|
|
Kahli Holding AG
|
03/12/20
|
18,216
|
$2.91
|
Open Market
|
|
Kahli Holding AG
|
03/13/20
|
6,784
|
$2.97
|
Open Market
|
|
Kahli Holding AG
|
03/16/20
|
5,000
|
$3.03
|
Open Market
|
|
Kahli Holding AG
|
03/24/20
|
48,217
|
$2.00
|
Open Market
|
|
Kahli Holding AG
|
03/25/20
|
33,960
|
$2.24
|
Open Market
|
|
Kahli Holding AG
|
03/26/20
|
21,936
|
$2.53
|
Open Market
|
|
Kahli Holding AG
|
03/27/20
|
7,953
|
$2.69
|
Open Market
|
|
Kahli Holding AG
|
03/30/20
|
34,717
|
$2.80
|
Open Market
|
|
Kahli Holding AG
|
03/31/20
|
50,000
|
$3.02
|
Open Market
|
|
Kahli Holding AG
|
04/01/20
|
42,417
|
$2.85
|
Open Market
|
|
Kahli Holding AG
|
04/02/20
|
100,000
|
$3.45
|
Open Market
|
|
Kahli Holding AG
|
04/02/20
|
85,811
|
$3.09
|
Open Market
|
|
Kahli Holding AG
|
04/03/20
|
100,000
|
$3.51
|
Open Market
|
|
Kahli Holding AG
|
04/06/20
|
103,969
|
$3.83
|
Open Market
|
|
Kahli Holding AG
|
04/07/20
|
325,000
|
$4.24
|
Open Market
|
|
Kahli Holding AG
|
04/08/20
|
300,000
|
$4.07
|
Open Market
|
|
Kahli Holding AG
|
04/09/20
|
182,007
|
$4.20
|
Open Market
|
|
Kahli
Holding AG
|
04/13/20
|
232,688
|
$4.02
|
Open Market
|
|
|
d)
|
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such Class A Shares.
|
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The individuals named below are employees and/or affiliates
of the Reporting Persons and hold the number of Class A Shares set forth opposite their respective names.
|
Andreas Derzsi:
|
2,600 Class A Shares
|
|
Augustine M. Fragala, III:
|
30,000 Class A Shares
|
|
Richard Kunz:
|
34,890 Class A Shares
|
The Reporting Persons disclaim beneficial ownership of all Class
A Shares held by such individuals.
Item 7. Material to Be Filed as Exhibits
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
Dated : April 14, 2020
|
/s/ Beat M. Kahli
|
|
|
Beat M. Kahli
|
|
|
|
|
|
AVALON PARK INTERNATIONAL, LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/ Beat M. Kahli
|
|
|
Beat M. Kahli, President
|
|
|
|
|
|
KAHLI HOLDING AG
|
|
|
|
|
|
|
|
|
By:
|
/s/ Beat M. Kahli
|
|
|
Beat M. Kahli, President
|
|
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