<PAGE> 1
As filed with the Securities and Exchange Commission on May 26, 2000.
Registration No. 333-______
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
(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, Suite 2100
Milwaukee, Wisconsin 53202
414-273-2100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of Securities Amount to offering price aggregate Amount
to be registered be registered per share offering price of fee
- ---------------- ------------- --------- -------------- ------
<S> <C> <C> <C> <C>
Common Stock, $.0l par 323,030 shares $15.4375 (1) $4,986,776 $1,317
</TABLE>
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(1) For the purpose of computing the registration fee, Koss Corporation (the
"Registrant") has used the exercise price of $15.4375 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 May 24, 2000.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
In accordance with General Instruction E to Form S-8 and because this
Registration Statement only registers additional securities of the same class as
other securities for which a registration statement filed on Form S-8 relating
to the same employee benefit plan is effective, the contents of the following
documents filed by the Registrant with the Securities Exchange Commission
(Commission File No. 0-3295) 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, Registration 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 PricewaterhouseCoopers 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 May 26, 2000.
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 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.
2
<PAGE> 3
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 Executive May 1, 2000
Michael J. Koss Officer, Chief Operating Officer, ---
Chief Financial Officer and Director
/s/ Sujata Sachdeva
- ----------------------------------- Vice President-Finance May 1, 2000
Sujata Sachdeva (Principal Accounting Officer) ---
/s/ John C. Koss
- ----------------------------------- Director and Chairman May 1, 2000
John C. Koss ---
/s/ Thomas L. Doerr
- ----------------------------------- Director May 1, 2000
Thomas L. Doerr ---
/s/ Victor L. Hunter
- ----------------------------------- Director May 1, 2000
Victor L. Hunter ---
/s/ Lawrence S. Mattson
- ----------------------------------- Director May 1, 2000
Lawrence S. Mattson ---
/s/ Martin F. Stein
- ----------------------------------- Director May 1, 2000
Martin F. Stein ---
/s/ John J. Stollenwerk
- ----------------------------------- Director May 1, 2000
John J. Stollenwerk ---
</TABLE>
3
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION FILED HEREWITH INCORPORATED BY REFERENCE
--- ----------- -------------- -------------------------
<S> <C> <C> <C>
3.1 Certificate of Incorporation of the Incorporated by reference from Exhibit 3.1 to
Registrant, effective as of May 26, the Registrant's Annual Report on Form 10-K
2000. for the year ended June 30, 1996 (Commission
File No. 0-32957)
3.2 By-Laws of the Registrant, Incorporated by reference from Exhibit 3.2 to
effective as of May 26, 2000. the Registrant's Annual Report on Form 10-K
for the year-ended June 30, 1996 (Commission
File No. 0-3295)
5.1 Opinion of Whyte Hirschboeck Dudek x
S.C. as to the legality of the stock
being registered.
23.1 Consent of PricewaterhouseCoopers LLP. x
23.3 Consent of Whyte Hirschboeck Dudek (Included in
S.C. Exhibit 5.1)
24.1 Power of Attorney. (Included in
Signature Page)
</TABLE>
4
<PAGE> 1
[WHYTE HIRSCHBOECK DUDEK S.C. LETTERHEAD]
RICHARD W. SILVERTHORN
DIRECT DIAL (414) 274-3966
[email protected]
May 26, 2000
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 323,030 additional shares of its $0.01 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 By-Laws 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 duly 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 validly issued, fully-paid, and non-assessable,
except as set forth in Wisconsin Statutes Section 180.0622(2)(b) as judicially
interpreted.
<PAGE> 2
WHYTE Koss Corporation
HIRSCHBOECK May 26, 2000
DUDEK S.C. Page 2
- --------------------------------------------------------------------------------
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 By-Laws of the
Company, as amended, (d) the Registration Statement on Form S-8, and (e) our
investigation.
We consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement on Form S-8. In giving this consent, we do not admit that
we are "experts" within the meaning of Section 11 of the Securities Act or
within the category of persons whose consent is required by Section 7 of the
Act.
Whyte Hirschboeck Dudek S.C.
By:/s/ Richard W. Silverthorn
---------------------------
Richard W. Silverthorn
RWS:ss
<PAGE> 1
[PricewaterhouseCoopers Letterhead]
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 16, 1999 relating to the
financial statements which appears in Koss Corporation's Annual Report on Form
10-K for the year ended June 30, 1999.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
May 18, 2000
