1999 ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 21, 1999
THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF
PROXIES BY THE BOARD OF DIRECTORS OF KOSS CORPORATION (the "Company") for use at
the Company's 1999 Annual Meeting of Stockholders (the "Meeting") and any
adjournment thereof, for the purposes set forth in the foregoing Notice of
Annual Meeting of Stockholders.
DATE, TIME AND LOCATION. The Meeting will be held at the offices of the
Company, 4129 North Port Washington Avenue, Milwaukee, Wisconsin, 53212, on
Thursday, October 21, 1999, at 9:00 a.m. local time.
PURPOSES OF THE MEETING. At the Meeting, stockholders will consider and
vote upon the following: (i) the election of seven (7) directors for one-year
terms; (ii) a proposal to ratify the appointment of PricewaterhouseCoopers LLP
("PricewaterhouseCoopers"), independent accountants, as independent auditors for
the fiscal year ending June 30, 2000; and (iii) such other business as may
properly be brought before the Meeting.
PROXY SOLICITATION. The cost of soliciting proxies will be borne by the
Company. Proxies will be solicited primarily by mail and may be made by
directors, officers and employees personally or by telephone or telegraph. The
Company will reimburse brokerage firms, custodians and nominees for their
out-of-pocket expenses incurred in forwarding proxy materials to beneficial
owners. Proxy Statements and proxies will be mailed to stockholders on
approximately September 20, 1999.
QUORUM AND VOTING INFORMATION. Only stockholders of record of the Company's
$.01 par value common stock ("Common Stock") at the close of business on August
25, 1999 (the "Record Date"), are entitled to vote at the Meeting. As of the
Record Date, there were 2,682,669 shares of Common Stock outstanding and
entitled to vote. A quorum of stockholders is necessary to take action at the
Meeting. A majority of the outstanding shares of Common Stock, represented in
person or by proxy, will constitute a quorum of stockholders at the Meeting.
Votes cast by proxy or in person at the Meeting will be tabulated by the
inspector of elections appointed for the Meeting. The inspector of elections
will determine whether or not a quorum is present at the Meeting. The inspector
of elections will treat abstentions as shares of Common Stock that are present
and entitled to vote for purposes of determining the presence of a quorum. If a
broker indicates on the proxy that it does not have discretionary authority to
vote certain shares of Common Stock on a particular matter (a "broker
non-vote"), those shares will not be considered as present and entitled to vote
with respect to that matter (although those shares are considered entitled to
vote for quorum purposes and may be entitled to vote on other matters).
The seven nominees receiving the greatest number of votes cast in person or
by proxy at the Meeting shall be elected directors of the Company. The vote
required for the ratification of the appointment of PricewaterhouseCoopers as
independent accountants for the year ending June 30, 2000, and the vote
required to approve any other matter to be presented to the Meeting, is the
affirmative vote of a majority of the shares of Common Stock present in person
or represented by proxy at the Meeting. For purposes of determining the approval
of any matter submitted to the stockholders for a vote, abstentions and broker
non-votes will have no effect on the election of directors and will be treated
as having voted "against" the ratification of PricewaterhouseCoopers as the
Company's auditors for the year ending June 30, 2000.
PROXIES AND REVOCATION OF PROXIES. A proxy in the accompanying form, which
is properly executed, duly returned to the Company and not revoked, will be
voted in accordance with instructions contained therein. In the event that any
matter which is not described in this Proxy Statement properly comes before the
Meeting, the accompanying form of proxy authorizes the persons appointed as
proxies thereby ("Proxyholders") to vote on such matter in their sole
discretion. At the present time, management knows of no other matters which are
to come before the Meeting. See "ITEM 3. TRANSACTION OF OTHER BUSINESS." If no
instructions are given with respect to any particular matter to be acted upon, a
proxy will be voted "FOR" the election of all nominees for director named herein
and "FOR" the ratification of PricewaterhouseCoopers as the Company's auditors
for the year ending June 30, 2000. If matters other than those mentioned herein
properly come before the Meeting, a proxy will be voted in accordance with the
best judgment of a majority of the Proxyholders named therein.
Each such proxy granted may be revoked at any time before it is voted by
filing with the Secretary of the Company a written notice of revocation, by
delivering to the Company a duly executed proxy bearing a later date, or by
attending the Meeting and voting in person.
STOCKHOLDER PROPOSALS. There are no stockholder proposals on the agenda for
the Meeting. In order to be eligible for inclusion in the Company's proxy
materials for its 2000 annual meeting, a stockholder proposal must be received
by the Company no later than May 20, 2000 and must otherwise comply with the
applicable rules of the Securities and Exchange Commission (the "SEC").
Appropriate stockholder proposals intended to be presented at the Company's 2000
annual meeting without inclusion in the Proxy Statement must be received by the
Company no later than August 3, 2000. Stockholder proposals should be sent to
the Company's principal offices, 4129 North Port Washington Avenue, Milwaukee,
Wisconsin, 53212, by certified mail, return receipt requested, and should be
addressed to the Secretary of the Company.
ANNUAL REPORT. The Company's Annual Report to Stockholders, including
audited financial statements for the year ended June 30, 1999, although not a
part of this Proxy Statement, is delivered herewith.