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As filed with the Securities and Exchange Commission on January 24, 1997.
Registration No. 33-____
- --------------------------------------------------------------------------------
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 53212
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(Address of Principal Executive Offices) (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
Milwaukee, Wisconsin 53202
414-273-2100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Proposed
maximum Proposed
offering maximum Amount of
Title of Securities Amount to price per aggregate registration
to be registered be registered share offering price fee
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<S> <C> <C> <C> <C> <C>
Common Stock, $.Ol par 348,128 shares $10.125 (1) $3,524,796 $1,215.45
</TABLE>
(1) For the purpose of computing the registration fee, Koss Corporation (the
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"Registrant") has used the exercise price of $10.125 per share for all options,
in accordance with Rule 457(h). This constitutes the average of the high and
the low prices of the Common Stock as reported on January 17, 1997.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Registrant's latest annual report filed pursuant
to sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").
(b) All other reports filed pursuant to sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
Registrant's annual report referred to in paragraph (a) above.
(c) 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.
(d) The Registrant's registration statement on Form S-8
for the Koss Corporation 1990 Flexible Incentive Plan, file number 33-60804.
All reports and other documents subsequently filed by the
Registrant or the Koss Corporation 1990 Flexible Incentive Plan (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.
5.1 Opinion of Whyte Hirschboeck Dudek S.C. as to the legality of the
stock being registered.
23.1 Consent of Price Waterhouse LLP.
23.3 Consent of Whyte Hirschboeck Dudek S.C. included as part of Exhibit 5.1.
24.1 Power of Attorney.
SIGNATURES AND POWER 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 January 21, 1997.
KOSS CORPORATION
By: /s/Michael J. Koss
---------------------------
Michael J. Koss, President
EXHIBIT 24.1
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael J. Koss and Richard W.
Silverthorn, and
2
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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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/Michael J. Koss President, Chief Janaruy 21, 1997
- ----------------------- Executive Officer,
Michael J. Koss Chief Operating
Officer, Chief
Financial Officer
and Director
/s/Sujata Sachdeva Vice President- January 24, 1997
- ---------------------- Finance (Principal
Sujata Sachdeva Accounting Officer)
/s/John C. Koss
- ---------------------- Director and Chairman January 21, 1997
John C. Koss
/s/Thomas L. Doerr Director January 21, 1997
- ----------------------
Thomas L. Doerr
/s/Victor L. Hunter Director January 21, 1997
- ----------------------
Victor L. Hunter
/s/Lawrence S. Mattson Director January 24, 1997
- ----------------------
Lawrence S. Mattson
/s/Martin F. Stein Director January 21, 1997
- ----------------------
Martin F. Stein
/s/John J. Stollenwerk Director January 21, 1997
- ----------------------
John J. Stollenwerk
</TABLE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
<S> <C> <C>
5.1 Opinion of Whyte Hirschboeck Dudek S.C. 4
as to the legality of the stock being
registered.
23.1 Consent of Price Waterhouse LLP. 6
23.3 Consent of Whyte Hirschboeck Dudek S.C. 4
24.1 Power of Attorney. 2
</TABLE>
__________________________________
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[LETTERHEAD OF WHYTE HIRSCHBOECK DUDEK S.C.]
January 21, 1997
Koss Corporation
4129 North Port Washington Avenue
Milwaukee, WI 53212
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel for Koss Corporation, a Delaware corporation
(the "Company"), in connection with the Company's registration of its offering
to its key executive employees of up to 348,128 additional shares of its $.01
par value common stock (the "Common Stock") pursuant to the Koss Corporation
1990 Flexible Incentive Plan(the "Plan").
In such capacity, we have examined, among other documents, the
Certificate of Incorporation of the Company, as amended, the Bylaws of the
Company, as amended, and the Registration Statement on Form S-8 to be filed by
the Company with the Securities and Exchange Commission on or shortly after the
date of this letter covering the offering of the Company's Common Stock
pursuant to the Plan. Based on the foregoing and such additional investigation
as we have deemed necessary, it is our opinion that the shares of Common Stock
to be offered under the Plan have been legally and validly authorized under the
Certificate of Incorporation of the Company and the laws of the State of
Delaware. When issued and paid for in accordance with the description set
forth in the Registration Statement and the Plan, the Common Stock will be
legally issued, fully-paid and non assessable, except as set forth in Wisconsin
Statutes Section 180.0622(2)(b) as interpreted.
We have prepared this letter as attorneys admitted to practice law in
the state of Wisconsin and do not purport to be experts on Delaware law, nor
have we obtained an opinion of local counsel in the state of Delaware. The
opinion expressed herein is based upon an examination of (a) the statutes of
the state of Delaware as reported in standard compilations available to us, (b)
the Certificate of Incorporation of the Company, as amended, (c) the Bylaws of
the Company, as amended, (d) the Registration Statement on Form S-8, and (e)
our investigation.
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[LETTERHEAD OF WHYTE HIRSCHBOECK DUDEK S.C.]
January 21, 1997
Page 2
We consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement on Form S-8.
WHYTE HIRSCHBOECK DUDEK S.C.
By: /s/Michael J. Klinker
-----------------------
Michael J. Klinker
MJK\bs
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 19, 1996, which appears on page
13 of Koss Corporation's Annual Report on Form 10-K for the year ended June 30,
1996.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Milwaukee, Wisconsin
January 17, 1997
