1 ================================================================================ 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 AND EXCHANGE ACT OF 1934 APRIL 28, 1998 (Date of Report) KOSS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 0-3295 39-1168275 (State or other (Commission File (IRS Employer jurisdiction of Number) ID Number) incorporation) 4129 NORTH PORT WASHINGTON AVENUE MILWAUKEE, WISCONSIN 53212 (Address of principal executive offices) (414) 964-5000 (Registrant's telephone number, including area code) ================================================================================ 2 This report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this report regarding the financial position and capital expenditures of the Company are forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified based on current expectations. Consequently, future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements contained in this report, other filings, press releases or otherwise. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from such expectations ("Cautionary Factors") include, without limitation, unanticipated developments in any one or more of the following areas: the receptivity of consumers to new consumer electronics technologies; the rate of consumer acceptance of new product introductions; competition; the number and nature of customers and their product orders; pricing; production by exclusive third party vendors; foreign manufacturing; sourcing and sales (including foreign government regulation, trade and importation concerns, fluctuation in exchange rates and adoption of a uniform currency in certain European countries); borrowing costs; changes in taxes due to changes in the mix of U.S. and non-U.S. revenue; pending or threatened litigation and investigations; the availability of key personnel; the operation of management information and computer systems at the Company's customers and vendors, especially as it relates to the year 2000 issue; and other risks factors which may be detailed from time to time in the Company's Securities and Exchange Commission filings. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on behalf of the Company are expressly qualified in their entirety by the Cautionary Factors. ITEM 5. OTHER EVENTS PRESS RELEASE. On April 27, 1998, Koss Corporation issued a Press Release announcing a decline in forecasted sales revenue for the company's coming fiscal year ending June 30, 1999. A copy of said Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: 99.1 Press release announcing decline in forecasted sales revenue for fiscal 1999. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. KOSS CORPORATION (Registrant) By: /s/ Michael J. Koss ------------------------------------ Michael J. Koss President, Chief Executive Officer and Chief Financial Officer Date: April 28, 1998 4 KOSS CORPORATION EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
INCORPORATED EXHIBIT HEREIN BY FILED NUMBER DESCRIPTION REFERENCE HEREWITH - ------- ----------- ------------ -------- 99.1 Press release announcing decline in forecasted sales X revenue for fiscal 1999.
1 Exhibit 99.1 KOSS NEWS RELEASE Koss Corporation CONTACT: Michael J. Koss 4129 N. Port Washington Ave. President and CEO Milwaukee, Wisconsin 53212 414-964-5000 email: mjkoss@koss.com **********FOR IMMEDIATE RELEASE********** April 27, 1998 KOSS FORECASTS DECLINE IN SPEAKER REVENUES MILWAUKEE, WISCONSIN: Koss Corporation (symbol: KOSS:NASDAQ), has announced that sales forecast anticipated in the company's coming fiscal year ending June 30, 1999 would see revenue declines of approximately four million dollars or 10%. "The sales revenue reductions are anticipated in our computer loudspeaker and associated peripheral business which has slowed during the current fiscal 1998," Michael J. Koss, President and CEO said today. Sales of Koss' computer peripheral and speaker line of products have suffered slowdowns during the 1998 fiscal year, which ends June 30, 1998. The segment represents approximately 14% of the company's revenues. "We are working on distribution alternatives for this business category," Koss said, "and continue to focus our resources on our core business of high-fidelity stereophones." # # #