Item 8.01 Other Events.
On May 3, 2021, VOXX International Corporation ("VOXX" or the "Company") issued
a press release announcing it had signed a Letter of Intent to acquire the home
audio/video business of Onkyo Home Entertainment Corporation ("Onkyo"), along
with Sharp Corporation ("Sharp") as the Company's partner. The Company and Sharp
have been granted exclusivity while discussions proceed. VOXX and Sharp have
also entered into a binding agreement to move forward with the proposed
acquisition and all parties are working toward reaching a definitive agreement
by May 20, 2021. If an agreement is reached, it would be presented to Onkyo's
shareholders at its ordinary general meeting of shareholders scheduled for June
25, 2021. A copy of the press release is furnished as Exhibit 99.1 to this
report.
On May 3, 2021, the Company issued another press release announcing that EyeLock
LLC ("Eyelock"), the Company's majority owned subsidiary, has entered into a
four (4) year exclusive distribution agreement (the "Agreement") with GalvanEyes
LLC ("GalvanEyes"), a Florida LLC managed by VOXX's largest shareholder, Beat
Kahli. The Agreement provides that GalvanEyes will become the exclusive
distributor of EyeLock products in the EU, Switzerland, Puerto Rico, Malaysia,
and Singapore with the exception of any existing customer
relationships. GalvanEyes was also granted exclusive distribution rights in the
United States for the residential real estate market and specific U.S.
Government agencies, and non-exclusive distribution rights in all other
territories and verticals with the Company's consent. In consideration of the
grant of exclusivity, GalvanEyes has agreed to pay EyeLock $10.0 million with an
annual fee of up to $5.0 million, with payments on a quarterly basis. The
transaction is subject to certain closing conditions, including formal approval
by the VOXX Board of Directors and approval by the Company's shareholders at the
Annual Meeting of Stockholders currently scheduled for July 29, 2021. A copy of
the press release is furnished as Exhibit 99.2 to this report.
The information furnished under Item 8.01, including Exhibits 99.1 and 99.2,
shall not be deemed to be filed for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, and will not be incorporated by reference into
any registration statement filed under the Securities Act of 1933, as amended,
unless specifically identified therein as being incorporated therein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. Description
99.1 Press Release, dated May 3, 2021, relating to VOXX
International Corporation's Letter of Intent to acquire the home
audio/video business of Onkyo Home Entertainment Corporation
(filed herewith).
99.2 Press Release, dated May 3, 2021, relating to VOXX
International Corporation's Exclusive Distribution Agreement
between EyeLock LLC and GalvanEyes LLC (filed herewith).
104 Cover Page Interactive Data File (formatted as inline XBRL and
contained in Exhibit 101).
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