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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/27/20 Koss Corp. 10-K 6/30/20 79:5.3M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 573K
2: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 21K
3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 33K
4: EX-21.1 Subsidiaries List HTML 21K
5: EX-23.1 Consent of Expert or Counsel HTML 21K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 26K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 26K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 23K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 23K
16: R1 Document And Entity Information HTML 60K
17: R2 Consolidated Balance Sheets HTML 111K
18: R3 Consolidated Balance Sheets (Parentheticals) HTML 32K
19: R4 Consolidated Statements of Operations HTML 77K
20: R5 Consolidated Statements of Cash Flows HTML 95K
21: R6 Consolidated Statements of Stockholders' Equity HTML 51K
22: R7 Note 1 - Significant Accounting Policies HTML 51K
23: R8 Note 2 - New Accounting Pronouncements HTML 32K
24: R9 Note 3 - Change in Accounting Policy HTML 67K
25: R10 Note 4 - Revenue Recognition HTML 35K
26: R11 Note 5 - Inventories HTML 34K
27: R12 Note 6 - Equipment and Leasehold Improvements HTML 47K
28: R13 Note 7 - Income Taxes HTML 91K
29: R14 Note 8 - Credit Facility and SBA Loan HTML 29K
30: R15 Note 9 - Accrued Liabilities HTML 39K
31: R16 Note 10 - Deferred Compensation HTML 34K
32: R17 Note 11 - (Loss) Income Per Common and Common HTML 42K
Stock Equivalent Share
33: R18 Note 12 - Stock Options HTML 121K
34: R19 Note 13 - Stock Repurchase Program HTML 28K
35: R20 Note 14 - Leases HTML 44K
36: R21 Note 15 - Employee Benefit Plans HTML 27K
37: R22 Note 16 - Concentrations HTML 29K
38: R23 Note 17 - Legal Matters HTML 30K
39: R24 Significant Accounting Policies (Policies) HTML 114K
40: R25 Note 3 - Change in Accounting Policy (Tables) HTML 63K
41: R26 Note 4 - Revenue Recognition (Tables) HTML 29K
42: R27 Note 5 - Inventories (Tables) HTML 33K
43: R28 Note 6 - Equipment and Leasehold Improvements HTML 45K
(Tables)
44: R29 Note 7 - Income Taxes (Tables) HTML 88K
45: R30 Note 9 - Accrued Liabilities (Tables) HTML 37K
46: R31 Note 11 - (Loss) Income Per Common and Common HTML 38K
Stock Equivalent Share (Tables)
47: R32 Note 12 - Stock Options (Tables) HTML 119K
48: R33 Note 14 - Leases (Tables) HTML 43K
49: R34 Note 1 - Significant Accounting Policies (Details HTML 34K
Textual)
50: R35 Note 3 - Change in Accounting Policy - Cumulative HTML 66K
Effect of Changes for Adoption of New Accounting
Standard (Details)
51: R36 Note 4 - Revenue Recognition (Details Textual) HTML 28K
52: R37 Note 4 - Revenue Recognition - Disaggregation of HTML 29K
Revenue (Details)
53: R38 Note 5 - Inventories - Components of Inventories HTML 31K
(Details)
54: R39 Note 6 - Equipment and Leasehold Improvements - HTML 51K
Major Categories of Equipment and Leasehold
Improvements (Details)
55: R40 Note 7 - Income Taxes (Details Textual) HTML 36K
56: R41 Note 7 - Income Taxes - Income Tax Provision HTML 31K
(Details)
57: R42 Note 7 - Income Taxes - Effective Tax Rate HTML 45K
Reconciliation (Details)
58: R43 Note 7 - Income Taxes - Deferred Tax Assets and HTML 46K
Liabilities (Details)
59: R44 Note 7 - Income Taxes - Changes in the Valuation HTML 24K
Allowance (Details)
60: R45 Note 8 - Credit Facility and SBA Loan (Details HTML 46K
Textual)
61: R46 Note 9 - Accrued Liabilities - Schedule of Accrued HTML 43K
Liabilities (Details)
62: R47 Note 10 - Deferred Compensation (Details Textual) HTML 36K
63: R48 Note 11 - (Loss) Income Per Common and Common HTML 24K
Stock Equivalent Share (Details Textual)
64: R49 Note 11 - (Loss) Income Per Common and Common HTML 50K
Stock Equivalent Share - Earning Per Share
(Details)
65: R50 Note 12 - Stock Options (Details Textual) HTML 45K
66: R51 Note 12 - Stock Options - Weighted-Average HTML 30K
Assumptions (Details)
67: R52 Note 12 - Stock Options - Options Granted, HTML 90K
Exercised, Cancelled or Available for Exercise
(Details)
68: R53 Note 12 - Stock Options - Summary of Intrinsic HTML 30K
Value and Cash Received From Stock Option
Exercises and Fair Value of Vested Stock Options
(Details)
69: R54 Note 12 - Stock Options - Nonvested Option HTML 37K
(Details)
70: R55 Note 13 - Stock Repurchase Program (Details HTML 38K
Textual)
71: R56 Note 14 - Leases (Details Textual) HTML 23K
72: R57 Note 14 - Leases - Lease Expense (Details) HTML 29K
73: R58 Note 14 - Leases - Schedule of Future Minimum HTML 37K
Lease Payments (Details)
74: R59 Note 15 - Employee Benefit Plans (Details Textual) HTML 26K
75: R60 Note 16 - Concentrations (Details Textual) HTML 43K
76: R61 Note 17 - Legal Matters (Details Textual) HTML 30K
78: XML IDEA XML File -- Filing Summary XML 137K
77: EXCEL IDEA Workbook of Financial Reports XLSX 74K
10: EX-101.INS XBRL Instance -- koss-20200630 XML 1.35M
12: EX-101.CAL XBRL Calculations -- koss-20200630_cal XML 138K
13: EX-101.DEF XBRL Definitions -- koss-20200630_def XML 1.00M
14: EX-101.LAB XBRL Labels -- koss-20200630_lab XML 854K
15: EX-101.PRE XBRL Presentations -- koss-20200630_pre XML 1.05M
11: EX-101.SCH XBRL Schema -- koss-20200630 XSD 160K
79: ZIP XBRL Zipped Folder -- 0001437749-20-018841-xbrl Zip 130K
Exhibit 4.1
DESCRIPTION OF COMMON STOCK OF KOSS CORPORATION
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
The following information is a summary of information concerning the common stock, par value $0.005 per share (the “Common Stock”), of Koss Corporation (“we,” “our,” or “us”) and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and our Amended and Restated By-Laws, as amended (the “By-Laws”), each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this exhibit is a part.
Authorized Common Stock
The Certificate of Incorporation authorizes the issuance of 20,000,000 shares of Common Stock. Our authorized but unissued shares of Common Stock are available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded.
Voting
Each holder of Common Stock is entitled to one vote for each such share outstanding in the holder’s name. The Certificate of Incorporation does not provide for cumulative voting by holders of Common Stock in their voting for directors.
Dividends
Holders of Common Stock are entitled to such dividends as may be declared by our board of directors out of funds legally available for such purpose.
Rights and Preferences
Shares of Common Stock are neither redeemable nor convertible. Holders of Common Stock have no preemptive or subscription rights to purchase any of our securities.
Liquidation
In the event of our liquidation, dissolution or winding up, holders of Common Stock are entitled to receive, pro rata, our assets which are legally available for distribution, after payments of all debts and other liabilities.
Anti-Takeover Provisions
The provisions of Delaware law, the Certificate of Incorporation and the By-laws could have the effect of delaying, deferring or discouraging another person from acquiring control of us. These provisions, which are summarized below, may have the effect of discouraging takeover bids. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.
Delaware Law
We are subject to Section 203 of the Delaware General Corporation Law (the “DGCL”), an anti-takeover law. In general, Section 203 prohibits a Delaware corporation from engaging in any business combination (as defined below) with any interested stockholder (as defined below) for a period of three years following the date that the stockholder became an interested stockholder, unless:
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prior to that date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; |
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upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares of voting stock outstanding (but not the voting stock owned by the interested stockholder) those shares owned by persons who are directors and officers and by excluding employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
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on or subsequent to that date, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder. |
In general, Section 203 defines “business combination” to include the following:
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any merger or consolidation involving the corporation and the interested stockholder; |
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any sale, lease, exchange, mortgage, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; |
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subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; |
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subject to limited exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or |
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the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. |
Section 203 generally defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation, or who beneficially owns 15% or more of the outstanding voting stock of the corporation at any time within a three-year period immediately prior to the date of determining whether such person is an interested stockholder, and any entity or person affiliated with or controlling or controlled by any of these entities or persons.
Certificate of Incorporation and By-Laws Provisions
The Certificate of Incorporation and the By-Laws include a number of provisions that could deter hostile takeovers or delay or prevent changes in control of us. Certain of these provisions are summarized in the following paragraphs.
Effects of authorized but unissued Common Stock. One of the effects of the existence of authorized but unissued Common Stock may be to enable our board of directors to make more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, and thereby to protect the continuity of management. If, in the due exercise of its fiduciary obligations, the board of directors were to determine that a takeover proposal was not in our best interest, such shares could be issued by the board of directors without stockholder approval in one or more transactions that might prevent or render more difficult or costly the completion of the takeover transaction by diluting the voting or other rights of the proposed acquirer or insurgent stockholder group, by putting a substantial voting block in institutional or other hands that might undertake to support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise.
Cumulative Voting. The Certificate of Incorporation does not provide for cumulative voting in the election of directors, which would allow holders of less than a majority of the stock to elect some directors.
Director Vacancies. The By-Laws provide that all vacancies may be filled by the Board of Directors.
Stockholder Action; Special Meeting of Stockholders. The By-Laws provide that stockholders may act by written consent. However, stockholders pursuing an action by written consent will be required to comply with certain notice and record date requirements that are set forth in the DGCL. A special meeting of stockholders may be called by the chairman of the board of directors, the president, the chief executive officer, the chief operating officer or the board of directors at any time and for any purpose or purposes as shall be stated in the notice of the meeting, or by request of the holders of record of at least 10% of outstanding shares of Common Stock. This provision could prevent stockholders from calling a special meeting because, unless certain significant stockholders were to join with them, they might not obtain the percentage necessary to request the meeting. Therefore, stockholders holding less than 10% of issued and outstanding Common Stock, without the assistance of management, may be unable to propose a vote on any transaction which may delay, defer or prevent a change of control, even if the transaction were in the best interests of our stockholders.
Listing on the Nasdaq Capital Market
Shares of Common Stock are listed on the Nasdaq Capital Market under the symbol “KOSS.”
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 8/27/20 | DEF 14A | ||
| For Period end: | 6/30/20 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/02/24 Koss Corp. 10-Q 12/31/23 57:7.2M 12/12/23 Koss Corp. S-8 12/12/23 4:81K K&L Gates LLP/DC/FA 10/27/23 Koss Corp. 10-Q 9/30/23 52:4.9M 8/25/23 Koss Corp. 10-K 6/30/23 81:9.4M 5/12/23 Koss Corp. 10-Q 3/31/23 48:5.2M 1/27/23 Koss Corp. 10-Q 12/31/22 48:5.2M 10/28/22 Koss Corp. 10-Q 9/30/22 45:3.8M 8/26/22 Koss Corp. 10-K 6/30/22 76:8.7M 5/06/22 Koss Corp. 10-Q 3/31/22 42:3.9M 2/04/22 Koss Corp. 10-Q 12/31/21 42:3.2M 10/29/21 Koss Corp. 10-Q 9/30/21 42:2.6M 8/20/21 Koss Corp. 10-K 6/30/21 75:8.6M 5/13/21 Koss Corp. 10-Q 3/31/21 39:2.2M 1/29/21 Koss Corp. 10-Q 12/31/20 40:2.2M 11/05/20 Koss Corp. 10-Q 9/30/20 40:1.8M |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/27/12 Koss Corp. DEF 14A 6/30/12 1:705K 9/02/11 Koss Corp. 10-K 6/30/11 7:906K Toppan Merrill/FA 5/17/10 Koss Corp. 10-Q 3/31/10 3:1M Toppan Merrill/FA 2/16/10 Koss Corp. 10-Q 12/31/09 2:193K Toppan Merrill/FA 3/09/06 Koss Corp. 8-K:8,9 10/17/02 2:15K R R Donnelley … Filer/FA |