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): December 21, 2009

 

Koss Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-3295

 

39-1168275

(State or other
Jurisdiction of
Incorporation)

 

(Commission File
Number)

 

(IRS Employer
Identification No.)

 

4129 North Port Washington Avenue, Milwaukee, Wisconsin 53212

(Address of principal executive offices)  (Zip code)

 

(414) 964-5000

(Registrant’s telephone number, including area code)

 

Not Applicable

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01   Other Events.

 

On December 21, 2009, at the request of Koss Corporation (“Koss”), NASDAQ halted trading of Koss common stock after Koss discovered information regarding certain unauthorized transactions.  Koss’s Board of Directors has appointed a special committee of independent directors to lead an internal investigation involving the unauthorized transactions and determine the effect, if any, on Koss’s financial statements. Law enforcement is also assisting Koss with this matter. Sujata Sachdeva, Vice President of Finance and Secretary of Koss, was placed on unpaid administrative leave pending the results of this investigation.

 

A press release with respect to this matter was issued on December 21, 2009.  A copy of the press release is being furnished as Exhibit 99.1 to this Form 8-K.

 

Item 9.01.   Financial Statements and Exhibits.

 

(d)                            Exhibits

 

Exhibit 99.1    Press Release dated December 21, 2009, announcing trading halt of Koss common stock.

 

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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.

 

Dated:  December 21, 2009

KOSS CORPORATION

 

 

 

By:

/s/ Michael J. Koss

 

 

Michael J. Koss

 

 

Chief Executive Officer,

 

 

President and Chief Financial Officer

 

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INDEX TO EXHIBITS

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press Release dated December 21, 2009, announcing trading halt of Koss common stock.

 

4


Exhibit 99.1

 

 

 

 

NEWS RELEASE

4129 NORTH PORT WASHINGTON AVENUE, MILWAUKEE, WI 53212 / 414 964-5000 / WWW.KOSS.COM

 

 

 

 

 

FOR IMMEDIATE RELEASE

 

CONTACT:

 

Michael J. Koss

December 21, 2009

 

 

 

President & CEO

 

 

 

 

(414) 964-5000

 

 

 

 

mjkoss@koss.com

 

Trading of Koss Corporation Stock Halts

 

Milwaukee, Wisconsin: Koss Corporation (NASDAQ SYMBOL: KOSS), the U.S. based high-fidelity stereophone leader, requested today that NASDAQ immediately halt trading of its securities after discovering information regarding certain unauthorized transactions.  The Board of Directors appointed a special committee of independent directors to lead an internal investigation involving the unauthorized transactions and determine the effect, if any, on Koss’ financial statements. NASDAQ halted trading of Koss Corporation stock today.  Law enforcement is also assisting Koss Corporation with this matter. Sujata Sachdeva, Vice President of Finance and Secretary of Koss Corporation, was placed on unpaid administrative leave pending the results of this investigation.

 

Koss Corporation markets a complete line of high-fidelity stereophones, speaker-phones, computer headsets, telecommunications headsets, active noise canceling stereophones, wireless stereophones, and compact disc recordings of American Symphony Orchestras on the Koss Classics label.

 

This press release contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “forecasts,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of such terms and other comparable terminology. These statements are only predictions. Actual events or results may differ materially. In evaluating forward-looking statements, you should specifically consider various factors that may cause actual results to vary from those contained in the forward-looking statements, such as general economic conditions, in particular, consumer demand for the Company’s and its customers’ products, competitive and technological developments, foreign currency fluctuations, and costs of operations. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are only made as of the date of this press release and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. In addition, such uncertainties and other operational matters are discussed further in the Company’s quarterly and annual filings with the Securities and Exchange Commission.

 

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