KOSS CORP — Proxy Solicitation & Information Statement 2008

Sep 2, 2008

DEFR14A 1 a08-22426_1defr14a.htm DEFINITIVE REVISED PROXY SOLICITING MATERIALS

| UNITED
STATES | | |
| --- | --- | --- |
| SECURITIES AND EXCHANGE
COMMISSION | | |
| Washington, D.C. 20549 | | |
| SCHEDULE 14A INFORMATION | | |
| Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) | | |
| Filed by the Registrant x | | |
| Filed by a Party other than the
Registrant o | | |
| Check the appropriate box: | | |
| o | Preliminary Proxy Statement | |
| o | Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| x | Definitive Proxy Statement | |
| o | Definitive Additional Materials | |
| o | Soliciting Material Pursuant to
§240.14a-12 | |
| Koss
Corporation | | |
| (Name of Registrant as Specified In Its
Charter) | | |
| Not
Applicable | | |
| (Name of Person(s) Filing Proxy Statement,
if other than the Registrant) | | |
| Payment of Filing Fee (Check the
appropriate box): | | |
| x | No fee required. | |
| o | Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| | (1) | Title of each class of securities to
which transaction applies: |
| | (2) | Aggregate number of securities to
which transaction applies: |
| | (3) | Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined): |
| | (4) | Proposed maximum aggregate value of
transaction: |
| | (5) | Total fee paid: |

• Set forth the amount on which the filing fee is calculated and state how it was determined.

| o | Fee paid previously with preliminary
materials. | |
| --- | --- | --- |
| o | Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing. | |
| | (1) | Amount Previously Paid: |
| | (2) | Form, Schedule or Registration
Statement No.: |
| | (3) | Filing Party: |
| | (4) | Date Filed: |

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*EXPLANATORY NOTE*

This Amendment to the Schedule 14A is being filed to substitute Thomas L. Doerr for Lawrence S. Mattson as one of the two Proxies identified in the form of Proxy. The other Proxy named earlier was John C. Koss, who continues as the other Proxy. Attached is the new form of Proxy, as amended to substitute Mr. Doerr for Mr. Mattson.

*PROXY*

*KOSS CORPORATION*

*4129 North Port Washington Avenue*

*Milwaukee, Wisconsin 53212*

*2008 ANNUAL MEETING*

*THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS*

The undersigned hereby appoints John C. Koss and Thomas L. Doerr, or either of them, as Proxies, each with full power of substitution for himself, and hereby authorizes them to represent and to vote, as designated on the reverse side, all the shares of common stock of Koss Corporation held as of the record date and which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on October 08, 2008 and any or all adjournments thereof, with like effect as if the undersigned were personally present and voting.

*Properly executed proxies received by the Company will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted FOR the election of all nominees listed for director and FOR Proposal 2. If any other matters properly come before the meeting, this proxy will be voted in accordance with the best judgment of the Proxies appointed. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and the Proxy Statement furnished therewith.*

*(Continued and to be signed on the reverse side)*

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*ANNUAL MEETING OF STOCKHOLDERS OF*

*KOSS CORPORATION*

*October 08, 2008*

*THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSAL 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x*

*1. Election of Directors*

*NOMINEES:*

o John C. Koss

o Thomas L. Doerr

o Michael J. Koss

o Lawrence S. Mattson

o Theodore H. Nixon

o John J. Stollenwerk

o FOR ALL NOMINEES

o WITHHOLD AUTHORITY FOR ALL NOMINEES

o FOR ALL EXCEPT (See instructions below)

INSTRUCTION : To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: x

*2. PROPOSAL TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS INDEPENDENT ACCOUNTANTS OF THE CORPORATION FOR THE FISCAL YEAR ENDING JUNE 30, 2009.*

o FOR

o AGAINST

o ABSTAIN

*3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.*

Signature of Stockholder	Date:
Signature of Stockholder	Date:

*Note:* Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

SEQ.=1,FOLIO='',FILE='C:\JMS\vmeane\08-22426-1\task3119682\22426-1-be.htm',USER='vmeane',CD='Sep 2 14:48 2008'