As filed with the Securities and Exchange Commission on June 5, 2002.
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KOSS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 39-1168275
(State of Incorporation) I.R.S. Employer I.D. No.
4129 NORTH PORT WASHINGTON AVENUE, MILWAUKEE, WISCONSIN
(Address of Principal Executive Offices)
53212
(Zip Code)
KOSS CORPORATION 1990 FLEXIBLE INCENTIVE PLAN
(Full title of the plan)
MICHAEL J. KOSS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
KOSS CORPORATION
4129 NORTH PORT WASHINGTON AVENUE
MILWAUKEE, WISCONSIN 53212
(Name and address of agent for service)
414-964-5000
(Telephone number, including area code of agent for service)
With a copy to:
RICHARD W. SILVERTHORN
WHYTE HIRSCHBOECK DUDEK S.C.
111 EAST WISCONSIN AVENUE, SUITE 2100
MILWAUKEE, WISCONSIN 53202
414-273-2100
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
------------------------------------ --------------- ---------------- ------------------ -----------------
Common Stock, par value $0.01 per 621,462 shares $17.960 $11,161,457 $1,026.85
share
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(1) This registration statement is being filed pursuant to General
Instruction E to Form S-8 to register additional securities of the same
class as other securities for which a registration statement on Form
S-8 is effective. The number of additional securities registered hereby
equals: (A) the sum of (i) 5,873 shares, which reflects an automatic
increase, pursuant the provisions of the Koss Corporation 1990 Flexible
Incentive Plan (the "Plan"), in the number of shares authorized for
issuance under the Plan equal to 0.25% of the number of shares of Koss
Corporation Common Stock (2,349,369) issued and outstanding on July 1,
2000; (ii) 4,858 shares, which is 0.25% of the number of shares of Koss
Corporation Common Stock (1,943,378) issued and outstanding on July 1,
2001; and (iii) 300,000 additional shares authorized pursuant to an
amendment to Plan the effective as of October 18, 2001; (B) adjusted to
give effect to the registrant's 2-for-1 stock split (effected in the
form of a stock dividend) effective November 5, 2001.
(2) Estimated solely for purposes of calculating the registration fee.
Computed in accordance with Rule 457 under the Securities Act of 1933,
as amended, based upon the average of the high ($17.960) and low
($17.960) prices of the Registrant's common stock as reported on The
Nasdaq Stock Market on May 23, 2002.
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PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In accordance with General Instruction E to Form S-8, because this Registration
Statement only registers additional securities of the same class as other
securities for which a registration statement filed on Form S-8 relating to the
same employee benefit plan is effective, Items 4 through 7 or Part II are
omitted.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities
Exchange Commission are incorporated herein by reference:
(a) All prior registration statements on Form S-8 relating to securities of
the same class to be offered under the Koss Corporation 1990 Flexible
Incentive Plan (the "Plan"), as follows:
(i) Registration Statement on Form S-8 filed on April 8, 1993
(Registration No. 33-60804);
(ii) Registration Statement on Form S-8 filed on January 24, 1997
(Registration No. 333-20405);
(iii) Registration Statement on Form S-8 filed on May 26, 2000
(Registration No. 333-37986).
(b) The Registrant's annual report on Form 10-K for the fiscal year ended
June 30, 2001 (Commission File No. 000-03295).
(c) The Registrant's quarterly report on Form 10-Q for the fiscal quarter
ended September 30, 2001 (Commission File No. 000-03295).
(d) The Registrant's quarterly report on Form 10-Q for the fiscal quarter
ended December 31, 2001 (Commission File No. 000-03295).
(e) The Registrant's quarterly report on Form 10-Q for the fiscal quarter
ended March 31, 2002 (Commission File No. 000-03295).
(f) The Registrant's current report on Form 8-K filed on October 5, 2001
announcing a two-for-one stock split to be effective on November 5,
2001.
(g) The description of the Registrant's Common Stock contained in the
registration statement filed pursuant to section 12 of the Exchange Act
and all amendments thereto or reports filed for the purpose of updating
such description.
(h) All reports and other documents subsequently filed by the Registrant or
the Plan pursuant to sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date
of filing of such documents.
ITEM 8. EXHIBITS
See Exhibit Index which follows the signature pages of this
registration statement.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
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(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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SIGNATURES AND POWERS OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Milwaukee, State of Wisconsin, on June 3, 2002.
KOSS CORPORATION
By: /s/ Michael J. Koss
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Michael J. Koss, President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael J. Koss and Richard W.
Silverthorn, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME & TITLE DATE
/s/ Michael J. Koss
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Michael J. Koss June 3, 2002
Vice Chairman, President, Chief Executive Officer,
Chief Operating Officer, Chief Financial Officer and
Director
/s/ Sujata Sachdeva
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Sujata Sachdeva June 3, 2002
Vice President-Finance (Principal Accounting Officer)
/s/ John C. Koss
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John C. Koss, Director and Chairman June 3, 2002
/s/ Thomas L. Doerr
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Thomas L. Doerr, Director June 3, 2002
/s/ Victor L. Hunter
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Victor L. Hunter, Director June 3, 2002
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/s/ Lawrence S. Mattson
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Lawrence S. Mattson, Director June 3, 2002
/s/ Martin F. Stein
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Martin F. Stein, Director June 3, 2002
/s/ John J. Stollenwerk
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John J. Stollenwerk, Director June 3, 2002
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EXHIBIT INDEX
EXHIBIT FILED
NO. DESCRIPTION INCORPORATED BY REFERENCE FROM HEREWITH
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3.1 Certificate of Incorporation of the Incorporated by reference from Exhibit 3.1
Registrant, effective as of May 26, 2000. to the Registrant's Annual Report on Form
10-K for the year ended June 30, 1996
(Commission File No. 000-03295).
3.2 By-Laws of the Registrant, effective as of Incorporated by reference from Exhibit 3.2
May 26, 2000. to the Registrant's Annual Report on Form
10-K for the year-ended June 30, 1996
(Commission File No. 000-03295).
5.1 Opinion of Whyte Hirschboeck Dudek S.C. as X
to the legality of the stock being
registered.
23.1 Consent of PricewaterhouseCoopers LLP. X
23.3 Consent of Whyte Hirschboeck Dudek S.C. X(1)
24.1 Power of Attorney X(2)
(1) Included as part of Exhibit 5.1 of this Registration Statement.
(2) Included as part of the signature page of this Registration Statement.
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