PHOENIX GOLD INTERNATIONAL INC
8-K, 1998-12-21
HOUSEHOLD AUDIO & VIDEO EQUIPMENT
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):

                               December 15, 1998
- -------------------------------------------------------------------------------

                        Phoenix Gold International, Inc.
- -------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)



     Oregon                   0-25866                  93-1066325
- -------------------------------------------------------------------------------
 (State  or other        (Commission  File  No.)       (IRS  Employer
  jurisdiction of                                      Identification No.) 
  incorporation)


9300 North Decatur Street, Portland, Oregon                    97203
- -------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)



Registrant's telephone number, including area code:

                                 (503) 288-2008
- -------------------------------------------------------------------------------
<PAGE>

Item 5.  Other Events.

     On December 15, 1998,  Phoenix Gold  International,  Inc. announced that it
had  completed  the  purchase  of  216,000  shares  of its  common  stock at the
prevailing  market price on December 10, 1998, for an aggregate of approximately
$351,000.  A copy of the news release  dated  December 15, 1998  disclosing  the
purchase is attached as Exhibit 99(a) to this Current Report on Form 8-K.



<PAGE>

Item 7.  Financial Statements and Exhibits

         (c)      Exhibits

                   99(a)  Press release, dated December 15, 1998.

<PAGE>

                                                    SIGNATURES

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


                                     PHOENIX GOLD INTERNATIONAL, INC.
                                     (Registrant)



Date: December 18, 1998              By: /s/ Joseph K. O'Brien
                                       ---------------------------------------
                                         Joseph K. O'Brien
                                         Chief Financial Officer



<PAGE>

                                  EXHIBIT INDEX
Exhibit No.                                                  Page
- ----------                                                   ----

     99(a) Press release, dated December 15, 1998               6




                                  PRESS RELEASE


FOR IMMEDIATE RELEASE
FOR MORE INFORMATION, CONTACT:

     Joseph K. O'Brien                       Timothy G. Johnson 
     Chief Financial Officer                 Executive Vice President/ 
     (503) 978-3306                          Chief Operating Officer 
                                             (503) 978-3330

               PHOENIX GOLD INTERNATIONAL, INC. ANNOUNCES PURCHASE
                                 OF COMMON STOCK

     PORTLAND,  OREGON . . . December 15, 1998 --- Phoenix  Gold  International,
Inc.  reported  that it today  completed  the purchase of 216,000  shares of its
common  stock at the  prevailing  market  price on  December  10,  1998,  for an
aggregate of  approximately  $351,000.  This  purchase  represented  6.2% of the
outstanding  common  shares of the Company.  The shares were  purchased  from an
institutional investor.

     Phoenix Gold  International,  Inc.  designs,  markets and sells innovative,
high quality,  high  performance  electronics,  accessories and speakers for the
domestic and international car audio aftermarket,  the professional sound market
and the custom audio/video and home theater markets.

     This press  release may  contain  "forward-looking  statements" within the
meaning of the  Private  Securities  Litigation  Reform Act of 1995,  including,
without limitation, statements as to expectations,  beliefs and future financial
performance,  and are based on current  expectations  and are subject to certain
risks,  trends and  uncertainties  that could cause actual  results to vary from
those  projected,  which  variances  may have a material  adverse  effect on the
Company.  Among the factors that could cause actual results to differ materially
are the following: business conditions and growth in the car audio, professional
sound and custom  audio/video  and home  theater  markets and  general  economy;
business conditions in international  markets; the timing and the size of orders
by distributors  and OEM customers;  competitive  factors such as rival products
and price  pressures;  the failure of new  products to compete  successfully  in
existing  or new  markets;  the  failure to achieve  timely  improvement  in the
manufacturing  ramp with  respect  to new  products;  changes  in  product  mix;
availability  and price of components,  subassemblies  and products  supplied by
third-party vendors; and cost and yield issues associated with production at the
Company's factory. 



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