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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 30, 2005
Koss Corporation
| 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)
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 1.01 Entry into a Material Definitive Agreement. | ||||||||
| Item 9.01 Financial Statements and Exhibits. | ||||||||
| SIGNATURES | ||||||||
| INDEX TO EXHIBITS | ||||||||
| Press Release | ||||||||
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Item 1.01 Entry into a Material Definitive Agreement.
On June 30, 2005, Koss Corporation (“Koss”), announced the extension of its licensing agreement for electronics products with Sonigem Products, Inc. (“Sonigem”). The Amendment to the License Agreement with Sonigem will be effective August 1, 2005 (the “Amendment”). The Amendment provides Sonigem with the exclusive right and license to use certain Koss trademarks in Canada in connection with the manufacture, production, distribution and sale of an increased number of licensed products, with the prior approval of Koss. In consideration for these increased rights, the Amendment also provides for increased minimum royalty payments payable to Koss, which may partially offset certain previously disclosed reductions in royalty income for the fiscal year 2006.
Item 9.01 Financial Statements and Exhibits.
| (c) | Exhibits |
| 99.1 | Press Release dated June 30, 2005, announcing the extension of the license agreement with Sonigem Products, Inc. (furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and not deemed incorporated by reference in any filing under the Securities Act of 1934, as amended). |
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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: June 30, 2005
| KOSS CORPORATION |
||||
| By: | /s/ Sue Sachdeva | |||
| Sue Sachdeva | ||||
| Vice President—Finance, Secretary | ||||
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INDEX TO EXHIBITS
| Exhibit | ||
| Number | Description | |
99.1
|
Press Release dated June 30, 2005, announcing the extension of the license agreement with Sonigem Products, Inc. (furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and not deemed incorporated by reference in any filing under the Securities Act of 1934, as amended). |
EXHIBIT 99.1
| FOR IMMEDIATE RELEASE June 30, 2005 |
CONTACT: SUE SACHDEVA (414) 964-5000 |
Koss Extends Brand Name License in Canada
Milwaukee, Wisconsin: Koss Corporation (“Koss”), the U.S. based leader in high fidelity stereophones, has announced the extension of its licensing agreement for electronics products with Sonigem Products, Inc. (“Sonigem”). The Amendment to the License Agreement with Sonigem will be effective August 1, 2005 (the “Amendment”). The Amendment provides Sonigem with the exclusive right and license to use certain Koss trademarks in Canada in connection with the manufacture, production, distribution and sale of an increased number of licensed products, with the prior approval of Koss. In consideration for these increased rights, the Amendment also provides for increased minimum royalty payments payable to Koss, which may partially offset certain previously disclosed reductions in royalty income for the fiscal year 2006.
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.