================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2005 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______ COMMISSION FILE NO. 0-28839 AUDIOVOX CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 13-1964841 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 180 MARCUS BLVD., HAUPPAUGE, NEW YORK 11788 (Address of principal executive offices) (Zip Code) (631) 231-7750 (Registrant's telephone number, including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12b) OF THE ACT: TITLE OF EACH CLASS: NAME OF EACH EXCHANGE ON WHICH REGISTERED Class A Common Stock $.01 par value Nasdaq Stock Market SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicated by check mark if the registrant is a well-known seasoned issuer, (as defined in Rule 405 of the Securities Act). Yes No X ---- ------ Indicated by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No X ---- ------ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- ------ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X ------ Indicate by check mark whether Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes X No ----- ----- Indicate by check mark whether the Registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes No X ----- ----- The aggregate market value of the common stock held by non-affiliates of the Registrant was $265,510,375 (based upon closing price on the Nasdaq Stock Market on May 31, 2005). The number of shares outstanding of each of the registrant's classes of common stock, as of February 9, 2006 was: CLASS OUTSTANDING ----- ----------- Class A common stock $.01 par value 20,300,594 Class B common stock $.01 par value 2,260,954 EXPLANATORY NOTE This Amendment on Form 10-K/A is being filed by Audiovox Corporation. (the "Company") to amend the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2005, as filed with the Securities and Exchange Commission on February 14, 2006. This Amendment on Form 10-K/A is being filed to include two exhibits, exhibit 99.1 and exhibit 99.2. Except for Item 15 of Part IV, no other information included in the original report on Form 10-K is amended by this Form 10-K/A. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- PART IV ITEM 15-EXHIBITS, FINANCIAL STATEMENT SCHEDULES ----------------------------------------------- EXHIBIT NUMBER DESCRIPTION ------ ----------- 31.1* Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and rule 15d-14(a) of The Securities Exchange Act of 1934 (filed herewith). 31.2* Certification of Principal Finical Officers Pursuant to Rule 13a-14(a) and rule 15d- 14(a) of The Securities Exchange Act of 1934 (filed herewith). 32.1* Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (filed herewith). 32.2* Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (filed herewith). 99.1* Consolidated Financial Report of Audiovox Specialized Applications LLC (ASA) as of November 30, 2005 and 2004 and for the Years Ended November 30, 2005, 2004 and 2003 (filed herewith). 99.2* Consent of McGladrey & Pullen, LLP (filed herewith). * Filed electronically herewith SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. AUDIOVOX CORPORATION February 14, 2006 BY: /s/ Charles M. Stoehr ----------------------------------- Charles M. Stoehr Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Director