KOSS CORP — Interim / Quarterly Report 2009

Nov 14, 2008

10-Q 1 a08-28413_110q.htm QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(D)

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*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*Form 10-Q*

*x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934*

*for the quarterly period ended September 30, 2008*

*OR*

*o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934*

Commission File Number 0-3295
KOSS CORPORATION
(Exact Name of
Registrant as Specified in its Charter)
A
DELAWARE CORPORATION	39-1168275
(State or other
jurisdiction of incorporation or organization)	(I.R.S. Employer
Identification No.)
4129
North Port Washington Avenue, Milwaukee, Wisconsin	53212
(Address of
principal executive offices)	(Zip Code)
Registrant’s
telephone number, including area code: (414) 964-5000

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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

| Large
accelerated filer o | Accelerated
filer o |
| --- | --- |
| Non-accelerated
filer o (Do not check if a smaller reporting
company) | Smaller
reporting company x |

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.). Yes o No x

At November 3, 2008, there were 3,695,351 shares outstanding of the registrant’s common stock, $0.005 par value per share.

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KOSS CORPORATION AND SUBSIDIARIES FORM 10-Q

September 30, 2008

INDEX

PART I	FINANCIAL INFORMATION		Page
	Item 1	Financial
Statements
		Condensed Consolidated
Balance Sheets September 30, 2008 (Unaudited) and June 30, 2008	3
		Condensed
Consolidated Statements of Income (Unaudited) Three months ended
September 30, 2008 and 2007	4
		Condensed
Consolidated Statements of Cash Flows (Unaudited) Three months ended
September 30, 2008 and 2007	5
		Notes to
Condensed Consolidated Financial Statements (Unaudited) September 30,
2008	6-8
	Item 2	Management’s
Discussion and Analysis of Financial Condition and Results of Operations	9-10
	Item 3	Quantitative
and Qualitative Disclosures About Market Risk	10
	Item 4T	Controls and
Procedures	10-11
PART II	OTHER
INFORMATION
	Item
1A	Risk
Factors	11
	Item 2	Unregistered
Sales of Equity Securities and Use of Proceeds	11-12
	Item 4	Submission of
Matters to a Vote of Security Holders	12-13
	Item
6	Exhibits	13

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PART I

FINANCIAL INFORMATION

Item 1. Financial Statements.

KOSS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2008	June 30, 2008
ASSETS
Current Assets:
Cash	$ 4,085,018	$ 3,322,873
Accounts receivable	7,933,148	10,148,646
Inventories	9,496,223	9,374,344
Deferred income
taxes	783,995	783,995
Other current
assets	981,472	504,806
Total current
assets	23,279,856	24,134,664
Property and
equipment, net	3,397,960	2,746,367
Deferred income
taxes	1,066,853	1,066,853
Other assets	2,029,123	2,029,123
	$ 29,773,792	$ 29,977,007
LIABILITIES AND
STOCKHOLDERS’ INVESTMENT
Current
liabilities:
Accounts payable	$ 2,652,131	$ 2,950,721
Accrued
liabilities	1,718,139	1,808,467
Dividends
payable	480,395	480,395
Income tax
payable	—	347,507
Total current
liabilities	4,850,665	5,587,090
Deferred
compensation	1,047,482	1,047,482
Derivative liability	125,000	125,000
Stockholders’
investment	23,750,645	23,217,435
	$ 29,773,792	$ 29,977,007

See accompanying notes.

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KOSS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

Three Months Ended September 30,	2008	2007
Net sales	$ 11,486,034	$ 12,637,606
Cost of goods
sold	7,085,574	7,845,626
Gross profit	4,400,460	4,791,980
Selling, general
and administrative expense	2,998,527	2,784,026
Income from
operations	1,401,933	2,007,954
Other income
(expense)
Royalty income	58,333	131,250
Interest income	14,053	50,440
Income before
income tax provision	1,474,319	2,189,644
Provision for
income taxes	560,555	853,970
Net income	$ 913,764	$ 1,335,674
Earnings per
common share:
Basic earnings
per common share	$ 0.25	$ 0.36
Diluted earnings
per common share	$ 0.25	$ 0.36
Dividends per
common share	$ 0.13	$ 0.13

See accompanying notes.

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KOSS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Three Months Ended September 30,	2008		2007
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income	$ 913,764		$ 1,335,674
Adjustments to
reconcile net income to
net cash provided by operating activities:
Depreciation and
amortization	289,899		281,096
Net changes in
operating assets and liabilities	980,370		793,722
Net cash
provided by operating activities	2,184,033		2,410,492
CASH FLOWS FROM
INVESTING ACTIVITIES:
Acquisition of
equipment	(941,493	)	(244,342	)
Net cash used in
investing activities	(941,493	)	(244,342	)
CASH FLOWS FROM
FINANCING ACTIVITIES:
Dividends paid	(480,395	)	(476,459	)
Purchase of
common stock	—		(1,039,204	)
Exercise of
stock options	—		1,113,335
Net cash used in
financing activities	(480,395	)	(402,328	)
Net increase in
cash	762,145		1,763,822
Cash at
beginning of period	3,322,873		4,187,682
Cash at end of
period	$ 4,085,018		$ 5,951,504

See accompanying notes.

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KOSS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2008 (Unaudited)

1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The financial statements presented herein are based on interim amounts. The condensed balance sheet as of June 30, 2008 has been derived from audited financial statements and the unaudited interim condensed financial statements have been prepared in a consistent manner. In the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2008 and for all periods presented have been made. The income from operations for the quarter ended September 30, 2008 is not necessarily indicative of the operating results for the full year.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Registrant’s June 30, 2008 Annual Report on Form 10-K.

1. EARNINGS PER COMMON SHARE

Basic earnings per common share are computed based on the weighted average number of common shares outstanding. The weighted average number of common shares outstanding for the quarters ending September 30, 2008 and 2007 were 3,695,351 and 3,670,782, respectively. When dilutive, stock options are included as share equivalents using the treasury stock method. For the quarter ended September 30, 2008 there were no common stock equivalents related to stock option grants included in the computation of the average number of shares outstanding for diluted earning per common share. For the quarter ended September 30, 2007 there were 29,191 common stock equivalents.

1. INCOME TAXES

We file income tax returns in the United States (Federal), Wisconsin (state) and various other state jurisdictions. We are not currently subject to income tax examinations in any of our significant tax jurisdictions. Tax years open to examination by tax authorities under the statute of limitations include fiscal 2006 through 2007 for Federal and fiscal 2003 through 2007 for most states jurisdictions.

We adopted the provisions for FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, on July 1, 2007. As a result of the implementation of FIN 48, we did not recognize a significant change in the liability for unrecognized tax benefits. The total liability for unrecognized tax benefits was approximately $267,000 as of September 30, 2008. The liability does not include an amount for accrued penalties. We recognize interest and penalties related to unrecognized tax benefits in the provision for income taxes. We do not expect a significant increase or decrease to the total amounts of unrecognized tax benefits within the next 12 months. There was no material

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change in the amount of unrecognized tax benefits during the first three months ended September 30, 2008.

1. INVENTORIES

The classification of inventories is as follows:

| Raw materials
and work in process | September 30, 2008 — $ 3,810,438 | | June 30, 2008 — $ 2,131,352 | |
| --- | --- | --- | --- | --- |
| Finished goods | 6,904,651 | | 8,461,858 | |
| | 10,715,089 | | 10,593,210 | |
| LIFO reserve | (1,218,866 | ) | (1,218,866 | ) |
| | $ 9,496,223 | | $ 9,374,344 | |

1. STOCK PURCHASE AGREEMENT

The Company has an agreement with its Chairman, John C. Koss, to, at the request of the executor of the estate, repurchase Company common stock from his estate (only upon the election of the estate) in the event of his death. The Company does not have the right to require the estate to sell stock to the Company. As such, this arrangement is accounted for as a written put option with the fair value of the put option recorded as a derivative liability. The fair value of the option at September 30, 2008, was $125,000. The repurchase price is 95% of the fair market value of the common stock on the date that notice, if the estate elects, to repurchase is provided to the Company. Under the agreement, the total number of shares to be repurchased will be sufficient to provide proceeds which are the lesser of $2,500,000 or the amount of estate taxes and administrative expenses incurred by the Chairman’s estate. The Company may elect to pay the purchase price in cash or may elect to pay cash equal to 25% of the total amount due and to execute a promissory note for the balance, payable over four years, at the prime rate of interest. The Company maintains a $1,150,000 life insurance policy to fund a substantial portion of this obligation. At September 30, 2008, $125,000 has been classified as a derivative liability on the Company’s financial statements.

1. DIVIDENDS DECLARED

On September 15, 2008, the Company declared a quarterly cash dividend of $0.13 per share for stockholders of record on September 30, 2008 to be paid October 15, 2008. Such dividend payable has been recorded at September 30, 2008.

1. STOCK-BASED COMPENSATION

In 1990, pursuant to the recommendation of the Board of Directors, the stockholders ratified the creation of the Company’s 1990 Flexible Incentive Plan (the “1990 Plan”). The 1990 Plan is administered by a committee of the Board of Directors and provides for the granting of various stock-based awards including stock options to eligible participants, primarily officers and certain key employees. A total of 225,000 shares of common stock were available in the first year of the Plan’s existence. Each year thereafter additional shares equal to .25% of the shares outstanding as of the first day of the applicable fiscal year were reserved for issuance pursuant to the 1990 Plan. On July 22, 1992, the Board of Directors authorized the reservation of an additional

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250,000 shares for the 1990 Plan, which was approved by the stockholders. In 1993, the Board of Directors authorized the reservation of an additional 300,000 shares for the 1990 Plan, which was approved by the stockholders. In 1997, the Board of Directors authorized the reservation of an additional 300,000 shares for the 1990 Plan, which was approved by the stockholders. In 2001, the Board of Directors authorized the reservation of an additional 300,000 shares for the 1990 Plan, which was also approved by the stockholders. Options generally vest over four of five years, with a maximum term of five to ten years.

We account for stock options and restricted stock issued under the plan in accordance with Statement of Financial Accounting Standards (‘SFAS’) No. 123 (R), “Share Based Payments”. The fair value of each stock option grant was estimated as of the date of grant using the Black-Scholes pricing model. The resulting compensation cost for fixed awards with graded vesting schedules is amortized on a straight-line basis over the vesting period for the entire award. The fair value of each restricted stock grant was based on the market price of the underlying common stock as of the date of grant. The resulting compensation cost is amortized on a straight-line basis over the vesting period.

A summary of stock option activity under the plan for the three months ended September 30, 2008 is as follows:

	Number of	Range of Exercise — Prices per	Weighted — Average
	Shares	Share	Exercise Price
Shares under
option at June 30, 2008	561,654	$ 15.51-$28.80	$ 21.49
Granted	—	—	—
Forfeited	—	—	—
Exercised	—	—	—
Shares under
option at September 30, 2008	561,654	$ 15.51-$28.80	$ 21.49

The range of options as of September 30, 2008 is as follows:

		Weighted Average	Weighted Average — Remaining
Range of	Number of Options	Exercise Price	Contractual Life (In
Exercise Prices	Outstanding/Exercisable	Outstanding/Exercisable	Years)
$15.51- $19.47	219,654 / 76,904	$17.37 / $17.57	1.6
$21.42 - $24.11	262,000 / 201,000	$22.92 / $23.32	2.0
$26.18 - $28.80	80,000 / 38,000	$28.15 / $28.25	4.1
	561,654 / 315,904	$21.49 / $26.79

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*Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.*

Financial Condition, Liquidity and Capital Resources

Cash provided by operating activities during the quarter ended September 30, 2008 amounted to $2,184,033. This was a result of net income for the period adjusted for changes in operating assets and current liabilities.

Capital expenditures for new equipment (including production tooling) were $941,493 for the quarter. Capital expenditures for fiscal year 2009 are expected to be approximately $3.8 million. The Company expects to generate sufficient funds through operations to fund these expenditures.

Stockholders’ investment increased to $23,915,766 at September 30, 2008, from $223,217,435 at June 30, 2008. The increase reflects net income offset by dividends declared.

The Company amended its existing credit facility in November 2008, extending the maturity date of the unsecured line of credit to November 1, 2009, and expects to extend it to November 1, 2009 in the current quarter. This credit facility provides for borrowings up to a maximum of $10,000,000. The Company can use this credit facility for working capital purposes or for the purchase of its own common stock pursuant to the Company’s common stock repurchase program. Borrowings under this credit facility bear interest at the bank’s prime rate, or LIBOR plus 1.75%. This credit facility includes financial covenants that require the Company to maintain a minimum tangible net worth and specified current interest coverage, and leverage ratios, with which the Company is currently in compliance. The Company uses its credit facility from time to time, although there was no utilization of this credit facility during the quarter ended September 30, 2008.

In April of 1995, the Board of Directors approved a stock repurchase program authorizing the Company to purchase from time to time up to $2,000,000 of its common stock for its own account. Subsequently, the Board of Directors periodically has approved increases in the stock repurchase program. The most recent increase was for an additional $2,000,000 in October 2006, for a maximum of $45,500,000. The Company intends to effectuate all stock purchases either on the open market or through privately negotiated transactions, and intends to finance all stock purchases through its own cash flow or by borrowing for such purchases.

The Company did not repurchase any shares of its common stock during the quarter ended September 30, 2008.

From the commencement of the Company’s stock repurchase program through September 30, 2008, the Company has purchased a total of 5,470,104 shares for a total gross purchase price of $52,725,254 (representing an average gross purchase price of $9.64 per share) and a total net purchase price of $41,901,511 (representing an average net purchase price of $7.66 per share). The difference between the total gross purchase price and the total net purchase price is the result of the Company purchasing from certain employees shares of the Company’s stock acquired by such employees pursuant to the Company’s stock option program. In determining the dollar amount available for additional purchases under the stock repurchase program, the Company uses the total net purchase price paid by the Company for all stock purchases, as authorized by the Board of Directors.

The Company also has an Employee Stock Ownership Plan and Trust (“ESOP”) pursuant to which shares of the Company’s stock are purchased by the ESOP for allocation to the accounts of ESOP participants. There were no ESOP purchases for the quarter ended September 30, 2008.

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Results of Operations

Net sales for the first quarter ended September 30, 2008 decreased by 9% to $11,486,034 compared with $12,637,606 for the same period in 2007. The decrease is primarily attributable to the result of soft U.S. retail sales.

Gross profit as a percent of net sales was 38% for the quarter ended September 30, 2008 and 38% for the quarter ended September 30, 2007.

Selling, general and administrative expenses for the quarter ended September 30, 2008 were $2,998,527 or 26% of net sales, compared to $2,784,026 or 22% of net sales for the same period in 2007. This is a result of the Company’s increased spending in research and development.

For the first quarter ended September 30, 2008, income from operations was $1,401,933 versus $2,007,954 for the same period in the prior year, a 30% decrease. Net income for the quarter fell by 32% to $913,764 from $1,335,674 for the same period in 2007. The decreases in income from operations and net income are primarily due to the result of soft U.S. retail sales.

Royalty income for the quarter ended September 30, 2008 was $58,333, compared with $131,250 for the quarter ended September 30, 2007.

Interest income for the quarter was $14,053 as compared to $50,440 for the same quarter in 2007. Interest income fluctuates in relation to cash balances on hand throughout the year and fluctuations in interest rates earned.

The provision for income taxes was $560,555 and $853,970 for the quarters ended September 30, 2008 and 2007, respectively. The effective tax rate was 39% for each quarter.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Recently Issued Financial Accounting Pronouncements

There are no new accounting pronouncements which would have a material impact on the Company.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

In management’s opinion, the Company does not engage in any material risk sensitive activities and does not have any market risk sensitive instruments, other than the Company’s commercial credit facility used for working capital purposes and stock repurchases, as disclosed in the “Financial Condition, Liquidity and Capital Resources” section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” above.

Item 4T. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures . The Company maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be timely disclosed, is accumulated and communicated to management in a timely fashion. A control system, no matter how well conceived and operated,

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can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The Company, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer/Chief Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report, has concluded that the Company’s disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

(b) Changes in Internal Controls . The Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. However, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

*PART II OTHER INFORMATION*

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in our Annual Report on Form 10-K for the year ended June 30, 2008, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risk and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table presents information with respect to purchases of common stock of the Company made during the quarter ended September 30, 2008, by the Company.

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*COMPANY REPURCHASES OF EQUITY SECURITIES*

Period (2008)	Total # of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plan (1)	Approximate Dollar Value of Shares Available under Repurchase Plan
July 1 –
July 31	—	$ 0.00	—	$ 2,169,506
August 1 – August 31	—	$ 0.00	—	$ 2,169,506
September 1
– September 30	—	$ 0.00	—	$ 2,169,506

(1) In April of 1995, the Board of Directors approved a stock repurchase program authorizing the Company to purchase from time to time up to $2,000,000 of its common stock for its own account. Subsequently, the Board of Directors periodically has approved increases in the stock repurchase program. The most recently approved increase was for additional purchases of $2,000,000, which occurred in October 2006, for an aggregate maximum of $45,500,000, of which $43,330,494 had been expended through September 30, 2008.

Item 4. Submission of Matters to a Vote of Security Holders

(a) On October 8, 2008, an Annual Meeting of Stockholders was held.

(b) Proxies for the election of directors were solicited pursuant to Regulation 14. There was no solicitation in opposition to management’s nominees, and all such nominees were elected.

(c) There were 3,695,351 shares of common stock eligible to vote at the Annual Meeting, of which 3,554,191 shares were present at the Annual Meeting in person or by proxy, which constituted a quorum. The following is a summary of the results of the voting:

	Number of Votes — For	Withheld	Broker — Non-Votes
Nominees for
1-year terms ending in 2009:
John C. Koss	3,541,461	12,730	0
Thomas L. Doerr	3,541,203	12,988	0
Michael J. Koss	3,539,987	14,204	0
Lawrence S.
Mattson	3,540,081	14,110	0
Theodore H.
Nixon	3,541,206	12,985	0
John J.
Stollenwerk	3,539,381	14,810	0

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	Number of Votes — For	Against	Abstain	Broker — Non-Votes
Appointment of
Grant Thornton LLP as independent auditors for the year ending June 30,
2009	3,550,587	2,156	1,448	0

Item 6. Exhibits

See Exhibit Index attached hereto.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements within the meaning of that term in the Private Securities Litigation Reform Act of 1995 (the “Act”) (Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Additional written or oral forward-looking statements may be made by the Company from time to time in filings with the Securities Exchange Commission, press releases, or otherwise. Statements contained in this Form 10-Q that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Act. Forward-looking statements may include, but are not limited to, projections of revenue, income or loss and capital expenditures, statements regarding future operations, anticipated financing needs, compliance with financial covenants in loan agreements, plans for acquisitions or sales of assets or businesses, plans relating to products or services of the Company, assessments of materiality, predictions of future events, the effects of pending and possible litigation, and assumptions relating to the foregoing. In addition, when used in this Form 10-Q, the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans” and variations thereof and similar expressions are intended to identify forward-looking statements.

Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified based on current expectations. Consequently, future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements contained in this Form 10-Q, or in other Company filings, press releases, or otherwise. In addition to the factors discussed in this Form 10-Q, other factors that could contribute to or cause such differences include, but are not limited to, developments in any one or more of the following areas: future fluctuations in economic conditions, the receptivity of consumers to new consumer electronics technologies, the rate and consumer acceptance of new product introductions, competition, pricing, the number and nature of customers and their product orders, production by third party vendors, foreign manufacturing, sourcing and sales (including foreign government regulation, trade and importation concerns), borrowing costs, changes in tax rates, pending or threatened litigation and investigations, fluctuations in currency exchange rates and other risk factors which may be detailed from time to time in the Company’s Securities and Exchange Commission filings.

Readers are cautioned not to place undue reliance on any forward-looking statements contained herein, which speak only as of the date hereof. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unexpected events.

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Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

KOSS CORPORATION

Date:	November 14, 2008	/s/ Michael J. Koss
		Michael J. Koss
		Vice Chairman,
President,
		Chief Executive Officer
and
		Chief Financial Officer
Date:	November 14, 2008	/s/ Sujata Sachdeva
		Sujata Sachdeva
		Vice President—Finance
and
		Secretary

14

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
3.1	Certificate
of Incorporation of Koss Corporation. Filed as Exhibit 3.1 to the
Company’s Annual Report on Form 10-K for the year ended June 30,
1996 and incorporated herein by reference.
3.2	By-Laws
of Koss Corporation, as in effect on September 25, 1996. Filed as
Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the
year ended June 30, 1996 and incorporated herein by reference.
10.1	Death
Benefit Agreement with John C. Koss. Filed as Exhibit 10.4 to the
Company’s Annual Report on Form 10-K for the year ended June 30,
1996 and incorporated herein by reference.
10.2	Stock
Purchase Agreement with John C. Koss. Filed as Exhibit 10.5 to the
Company’s Annual Report on Form 10-K for the year ended June 30,
1996 and incorporated herein by reference.
10.3	Salary
Continuation Resolution for John C . Koss. Filed as Exhibit 10.6 to the
Company’s Annual Report on Form 10-K for the year ended June 30,
1996 and incorporated herein by reference.
10.4	1983
Incentive Stock Option Plan. Filed as Exhibit 10.7 to the Company’s
Annual Report on Form 10-K for the year ended June 30, 1996 and
incorporated herein by reference.
10.5	Assignment
of Lease to John C. Koss. Filed as Exhibit 10.7 to the Company’s Annual
Report on Form 10-K for the year ended June 30, 1988 and
incorporated herein by reference.
10.6	Addendum
to Lease. Filed as Exhibit 10.8 to the Company’s Annual Report on
Form 10-K for the year ended June 30, 1988 and incorporated herein
by reference.
10.7	Amendment
to Lease. Filed as Exhibit 10.22 to the Company’s Annual Report on
Form 10-K for the year ended June 30, 2000 and incorporated herein
by reference.
10.8	Partial
Assignment, Termination and Modification of Lease. Filed as
Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the
year ended June 30, 2001 and incorporated herein by reference.
10.9	Restated
Lease. Filed as Exhibit 10.26 to the Company’s Annual Report on
Form 10-K for the year ended June 30, 2001 and incorporated herein
by reference.
10.10	1990
Flexible Incentive Plan. Filed as Exhibit 25 to the Company’s Annual
Report on Form 10-K for the year ended June 30, 1990 and
incorporated herein by reference.
10.11	Consent
of Directors (Supplemental Executive Retirement Plan for Michael J. Koss
dated March 7, 1997). Filed as Exhibit 10.2 to the Company’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 1997
and incorporated herein by reference.

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| 10.12 | Loan
Agreement, effective as of February 17, 1995. Filed as Exhibit 10
to the Company’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995 and incorporated herein by reference. |
| --- | --- |
| 10.13 | Amendment
to Loan Agreement dated June 15, 1995, effective as of February 17,
1995. Filed as Exhibit 10.13 to the Company’s Annual Report on
Form 10-K for the year ended June 30, 1995 and incorporated herein
by reference. |
| 10.14 | Amendment
to Loan Agreement dated April 29, 1999. Filed as Exhibit 10.14 to
the Company’s Annual Report on Form 10-K for the year ended
June 30, 1999 and incorporated herein by reference. |
| 10.15 | Amendment
to Loan Agreement dated December 15, 1999. Filed as Exhibit 10.15
to the Company’s Annual Report on Form 10-K for the year ended
June 30, 2000 and incorporated herein by reference. |
| 10.16 | Amendment
to Loan Agreement dated October 10, 2001. Filed as Exhibit 10.16 to
the Company’s Quarterly Report on Form 10-Q for the quarter ended
December 31, 2001 and incorporated herein by reference. |
| 10.17 | License
Agreement dated June 30, 1998 between Koss Corporation and Logitech
Electronics Inc. (including Addendum to License Agreement dated June 30,
1998). Filed as Exhibit 10.18 to the Company’s Annual Report on
Form 10-K for the year ended June 30, 1998 and incorporated herein
by reference. |
| 10.18 | Amendment
and Extension Agreement between Koss Corporation and Logitech Electronics
Inc. dated May 1, 2001. Filed as Exhibit 10.3 to the Company’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2001
and incorporated herein by reference. |
| 10.19 | License
Agreement dated June 30, 2003 between Koss Corporation and Sonigem
Products, Inc. Filed as Exhibit 10.19 to the Company’s Annual
Report on Form 10-K for the year ended June 30, 2005 and incorporated
herein by reference. |
| 10.20 | Amendment
to License Agreement dated August 1, 2005, between Koss Corporation and
Sonigem Products, Inc. Filed as Exhibit 10.20 to the Company’s
Annual Report on Form 10-K for the year ended June 30, 2005 and
incorporated herein by reference. |
| 31 | Rule 13a-14(a)/15d-14(a) Certification
of Chief Executive Officer/Chief Financial Officer * |
| 32 | Section 1350
Certification of Chief Executive Officer/Chief Financial Officer ** |

| * | Filed
herewith |
| --- | --- |
| ** | Furnished
herewith |

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