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

Date of Report (Date of earliest event reported):    June 11, 2020

VOXX INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

0-28839

(State or other jurisdiction of incorporation)

(Commission File Number)

13-1964841

(I.R.S. Employer Identification No.)

 

2351 J Lawson Blvd., Orlando, FL

32824

(Address of principal executive offices)

(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

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 240.13c-4(c))

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 1.01    Entry into a Material Definitive Agreement.

 

VOXX International Corporation (the “Company”) entered into Amendment No. 7 to the Second Amended and Restated Credit Agreement and Waiver, which was dated as of June 11, 2020 (the “Amendment No. 7”), by and among the Company, the Borrowers, the other Guarantors, the Lenders party thereto and Wells Fargo Bank, National Association, as agent on behalf of the Lenders under the Credit Agreement.

 

Pursuant to Amendment No. 7, certain provisions of the Credit Agreement have been amended to: add and/or amend certain definitions including but not limited to the definition of Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes, Benchmark Replacement Date, Benchmark Transition Event, Benchmark Transition Start Date, Benchmark Unavailability Period, Covered Entity, Michigan Real Property, Applicable Margin, Base Rate, Eligible Accounts, Maximum Credit, Maximum Revolver Amount, and LIBOR Rate. Amendment No. 7 extends the Maturity Date for a term ending on April 26, 2022, provides for Maximum Credit and Maximum Revolver Amount of $127,500,000 and an Unused Line Fee equal to one half of one percent (0.50%) per annum. Amendment No. 7 also provides that if the LIBOR Rate is below 0.75%, the LIBOR Rate shall be deemed to be 0.75%; if the Base Rate is below 2%, the Base Rate shall be deemed to be 2% and the Applicable Margin was amended to provide for Applicable LIBOR and Base Rate Margins based Quarterly Average Excess Availability from $0 to greater than $50 million.

 

The Amendment No. 7 increased the Real Property Availability by including the Michigan real estate in the Borrowing Base and reappraising the other real property.  Availability concentrations for Costco, Wal-Mart, Best Buy, Amazon, and Ford Motor Company were also increased.  The Amendment Fee was $225,000.

 

The above description of Amendment No. 7 does not purport to be a complete statement of the parties’ rights and obligations under Amendment No. 7 and is qualified in its entirety by reference to Amendment No. 7 which is filed herewith as Exhibit 10.1.

 

Item 2.02 Results of Operations and Financial Condition.

 

On June 15, 2020, the Company issued a press release announcing its earnings for the quarter and year ended February 29, 2020. A copy of the release is furnished herewith as Exhibit 99.1.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

 

The disclosures required by this Item 2.03 are combined in Item 1.01 above and are incorporated as if fully restated herein.

 


Item 8.01    Other Events.

 

On June 16, 2020, the Company held a conference call to discuss its financial results for the quarter and year ended February 29, 2020. The Company has prepared a transcript of that conference call, a copy of which is annexed hereto as Exhibit 99.2.

 

The information furnished under Items 2.02 and 8.01, including Exhibits 99.1 and 99.2, 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, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

VOXX INTERNATIONAL CORPORATION (Registrant)

 

 

 

 

 

 

 

 

Date:  June 17, 2020

 

BY:

/s/ Charles M. Stoehr

 

 

 

Charles M. Stoehr

 

 

 

Senior Vice President and

 

 

 

Chief Financial Officer

 

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