##### Table of Contents





SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
      Form 10-K
  ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)
 OF THE SECURITIES AND EXCHANGE ACT OF 1934
  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008
  Commission File Number
    000-30138
      ROCKFORD CORPORATION
 (Exact name of Registrant as
    Specified in Its Charter)
  Arizona

86-0394353(State or Other Jurisdiction
    of

(IRS EmployerIncorporation or
    Organization)

Identification
    No.)   600 South Rockford Drive
 Tempe, Arizona 85281
 (480) 967-3565
 (Address and Telephone Number of
    Principal Executive Offices)
      Securities Registered Pursuant to Section 12(b) of the
    Act:
 None
  Securities Registered Pursuant to Section 12(g) of the
    Act:
 Common Stock ($.01 Par Value)
   o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting
    company þ(Do
    not check if a smaller reporting company)   Rule 12b-2) o þ
      Form 10-K.




---



##### 





ROCKFORD
    CORPORATIONFORM 10-K
    DECEMBER 31, 2008
  TABLE OF
    CONTENTS
   
 Securities and Exchange CommissionItem Number and Description

PagePART IItem 1.


Business


3Item 1A.


Risk Factors


10Item 2.


Properties


16Item 3.


Legal Proceedings


16Item 4.


Submission of Matters to a Vote of Security
    Holders


16PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters, and Issuer Purchases of Equity
    Securities


17Item 6.


Selected Financial Data


19Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Continuing Operations


20Item 8.


Financial Statements and Supplementary Data


29Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


50Item 9A.


Controls and Procedures


50Item 9B.


Other Information


50PART IIIItem 10.


Directors and Executive Officers and Corporate
    Governance


50Item 11.


Executive Compensation


51Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


51Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


51Item 14.


Principal Accounting Fees and Services


51PART IVItem 15.


Exhibits, Financial Statement Schedules


51Signatures


54EX-10.83EX-21EX-23.1EX-31.1EX-31.2EX-32      
    Rockfords estimate that the number of shares held by
    non-affiliates as of June 30, 2008, was approximately
    3,495,044; and
    $1.06 per share, the price at which Rockfords shares were
    last sold as of June 30, 2008, as reported by The NASDAQ
    Stock Market. June 30, 2008, is the last business day of
    Rockfords most recently completed second fiscal quarter.   1




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##### Table of Contents



Forward-Looking
    Statements And Risk Factors
  We make forward-looking statements in this report including,
    without limitation, statements concerning the future of our
    industry, product development, business strategy, continued
    acceptance and growth of our products, dependence on significant
    customers and suppliers, and the adequacy of our available cash
    resources. Our statements may contain projections of results of
    operations or of financial condition. These statements may be
    identified by the use of forward-looking terminology such as
    may, will, believe,
    expect, anticipate,
    estimate, continue or other similar
    words.
  Forward-looking statements are subject to many risks and
    uncertainties. We caution you not to place undue reliance on
    these forward-looking statements, which speak only as at the
    date on which they are made. Actual results may differ
    materially from those described in these forward-looking
    statements. We disclaim any obligation or undertaking to update
    these forward-looking statements to reflect changes in our
    expectations or changes in events, conditions, or circumstances
    on which our expectations are based.
  When considering our forward-looking statements, you
    should keep in mind the risk factors and other cautionary
    statements identified in this report. The risk factors noted
    throughout this report, particularly in the discussion in
    Item 1A, and other risk factors that we have not
    anticipated or discussed, could cause our actual results to
    differ significantly from those anticipated in our
    forward-looking statements.
 2




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##### Table of Contents



PART I  Item 1.
    Business  Rockford
    Business
      
    Primarily in the mobile audio aftermarket, where Rockfords
    products replace or supplement a vehicles original audio
    system. In this market Rockford sells its products under the
    Rockford Fosgate and Lightning Audio brands; and
    Secondarily as OEM mobile audio products, installed as original
    equipment in select vehicles. Rockfords OEM products are
    offered primarily in various Nissan and Mitsubishi automobiles.
    Rockfords OEM products are sold under the Rockford Fosgate
    and Rockford Acoustic Design brands.  Rockfords
    Brands
    
    Rockford Fosgate Aftermarket.  Rockford offers
    distinctive product lines that produce powerful, high quality
    sound under the Rockford Fosgate brand. Rockford Fosgate
    aftermarket mobile audio products are marketed under three
    primary product lines:  
    Prime Series  introduced in early 2009, the
    Prime Series is the entry level Rockford Fosgate line of
    amplifiers, subwoofers and speakers;
    Punch Series  the line for Rockfords
    mid-level amplifiers, subwoofers and speakers; and
    Power Series  the line for Rockfords
    highest performing amplifiers, subwoofers, and speakers.    
    Rockford Fosgate OEM.  Rockford also sells
    Rockford Fosgate products, or licenses its brand and technology,
    to Nissan and Mitsubishi for installation as part of OEM audio
    systems. A third auto manufacturer has agreed to introduce
    Rockford Fosgate OEM products in select vehicles later in 2009;
    Rockford Acoustic Design.  Rockford Acoustic
    Design is a premium brand, primarily for OEM products. Systems
    using this brand are currently offered in select Mitsubishi
    automobiles; and
    Lightning Audio.  Rockford sells amplifiers,
    subwoofers, speakers, and accessories under the Lightning Audio
    brand. Lightning Audio products are generally more moderately
    priced than Rockford Fosgate products.  InstallEdge.com.
 3




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##### Table of Contents



Rockford
    Strategy
    
    Continue to introduce new and technologically innovative mobile
    audio products that embody distinctive Rockford sound qualities;
    Expand Rockfords mobile audio OEM business; and
    Broaden Rockfords distribution by entering new
    distribution channels and increasing penetration of
    Rockfords existing distribution channels, both in the
    U.S. and internationally.    Rockford
    Products
  Percent
    of Sales by Product Class
    Year Ended December 31,2006


2007


2008Product Class:Amplifiers


45.8
%


42.2
%


37.9
%Subwoofers and Speakers


34.9



36.2



38.1Accessories


12.8



14.1



13.3Others(1)


6.5



7.5



10.7Total


100.0
%


100.0
%


100.0
%     (1)
    
    Includes source units, enclosures, signal processors, digital
    media and other products. No single product class in this group
    accounted for more than 10% of Rockfords sales in any of
    these years.  Form 10-K.
  Aftermarket
    Mobile Audio Products
    
    Amplifiers.  Amplifiers increase the voltage
    and current coming from the source unit, providing more power
    than possible from a source unit alone. Amplifiers are essential
    for a high performance mobile audio system, particularly for
    consumers who desire strong bass (low frequency) performance;
    Subwoofers and Speakers.  Subwoofers and
    speakers accept a signal from a source unit or amplifier and
    translate it into sound. Subwoofers are speakers that are eight
    inches or greater in diameter and are designed to play bass
    frequencies. Speakers less than eight inches in diameter are not
    subwoofers and are designed to play higher frequencies.
    Aftermarket subwoofers and speakers provide dramatically
    improved sound quality compared to most OEM mobile audio systems
    and are often the single most important improvement consumers
    can make to their mobile audio systems;
    Accessories.  Accessories are the additional
    items required to install and use mobile audio products.
    Accessories include amplifier wiring kits, fuses, circuit
    breakers, interconnect cables, speaker cables, stiffening
    capacitors, battery clamps, connectors, adaptors, and
    carpet/fabric/surface applications. 4




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##### Table of Contents



Accessories make Rockfords products compatible with OEM
    components and improve the performance of a mobile audio system;  
    Signal Processors.  Signal processors provide
    the ability to tune the sound of the audio system
    for better performance and also simplify the installation of
    aftermarket amplifiers and speakers in OEM systems; and
    Enclosures.  Enclosures are used to enhance the
    bass performance of subwoofers and to position speakers in
    locations that produce better sound.    Amplifiers:
    
     Amplifiers under Rockfords Prime Series, Punch
    Series and Power Series lines, with rated power from 150 to
    2,500 watts, and minimum advertised prices from $129 to $1,700.
    Rockfords amplifiers include 1, 2 and 4 channel
    alternatives, giving consumers the ability to select an optimum
    configuration for their system;Subwoofers and
    Speakers:
    
     Subwoofers and speakers under Rockfords Prime
    Series, Punch Series and Power Series lines, with minimum
    advertised prices from $60 to $800;Accessories:
    
     Accessories under Rockfords Connecting Punch
    brand, including amplifier installation kits, interconnect and
    speaker cables, carpet/fabric/surface applications and
    stiffening capacitors;Signal Processors
    
     3Sixty Interactive Signal Processors in two models
    at minimum advertised prices of $300 and $600; andEnclosures:
    
     Subwoofer enclosures, including loaded
    enclosures that include a subwoofer and, in some cases, an
    amplifier, at minimum advertised prices from $139 to $565.    Amplifiers:
    
     Amplifier models with rated power from 200 to 1,000
    watts and minimum advertised prices from $100 to $300;Subwoofers and
    Speakers:
    
     Subwoofers and speakers with minimum advertised
    prices from $30 to $600; andAccessories:
    
     Accessories, including interconnect and speaker
    cables, stiffening capacitors, battery clamps and installation
    kits.    OEM
    Products
    New
    Products
   5




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##### Table of Contents



Engineering
    And Product Development
    Sales and
    Marketing
    
    Making regular calls to dealers and providing them with
    demonstration products, point-of-purchase displays and other
    marketing materials;
    Training dealer sales and installation personnel;
    Regular interaction with industry press editors who are often
    the opinion makers for salespeople at the retail level as well
    as end users;
    Support for competitors in regional and national car audio shows
    and competitions;
    Participation in professional and consumer trade shows;
    Maintaining product and brand information for consumers and
    retailers on Rockfords web sites; and
    Initiating targeted advertising in periodicals read by potential
    consumers.  www.rockfordcorp.com, www.rockfordfosgate.com, www.lightningaudio.com,
    www.rockfordacousticdesign.com, www.installedge.com
  Distribution
  North American Distribution.
       6




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##### Table of Contents



International Distribution.
  Competition
      
    Mobile Audio Amplifiers:  Alpine, JL Audio,
    Kenwood, Kicker, MTX, Pioneer and Sony;
    Mobile Audio Subwoofers and Speakers:  Alpine,
    Boston Acoustics, Infinity, JL Audio, Kenwood, Kicker, MTX,
    Pioneer and Sony;
    Mobile Audio Accessories:  Monster Cable, AAMP
    of America and Scoshe;      
    integrated additional functions such as navigation into vehicle
    electronic systems;
    changed the designs of their cars in ways that make (or are
    perceived to make) installation of aftermarket audio products
    more difficult or expensive; and
    somewhat improved the quality of their mobile audio offerings.   7




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##### Table of Contents



Sourcing
    and Manufacturing
            Intellectual
    Property
     Rockford
    Fosgate®

 Lightning
    Audio®   Rockfords Diamond R
    logo®

   Strike®   The
    Punch®

   Storm®   Rockford Acoustic
    Design®

   Bolt®   3Sixtytm   Significant
    Customers and Seasonality
       8




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##### Table of Contents



16-24 year
  Product
    Support
        Employees
    Environmental
    Compliance
   9




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##### Table of Contents



Item 1A.
    Risk
    Factors  RISK
    FACTORS THAT MAY AFFECT ROCKFORDS OPERATING RESULTS,
    BUSINESS PROSPECTS AND STOCK PRICE
  Before you buy or sell Rockford stock, you should be aware
    that there are risks, including those described below and others
    Rockford has not anticipated or discussed. You should consider
    carefully these and other risk factors, together with all of the
    other information included in Rockfords filings with the
    SEC and Rockfords periodic press releases, before you
    decide to buy or sell shares of Rockfords common stock.
  As you consider these risk factors, Rockford also calls your
    attention to Rockfords statements about Forward Looking
    Statements and Risk Factors before Part I of this Annual
    Report.
  Rockfords
    products may not satisfy shifting consumer demand or compete
    successfully with competitors products.
    Rockford
    relies upon debt financing for a substantial part of its working
    capital; defaults on its debt or the unavailability of
    additional financing could make it impossible to carry out
    Rockfords business as currently structured.
     10




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##### Table of Contents



Aftermarket
    Mobile Audio Sales May Continue to Decline, Reducing the
    Potential Market Rockford is Seeking to Address
    
    General business conditions;
    Employment levels, especially among Rockfords core
    consumers (who tend to be less experienced workers and are
    particularly subject to layoff if employment levels decline);
    Consumer confidence in future economic conditions;
    Energy prices; and
    Interest and tax rates.    A
    decline in discretionary spending likely would reduce
    Rockfords sales.
    Rockford
    may lose market share and its brand image may erode as Rockford
    manages the distribution channels for its mobile audio
    products.
      
    Rockford may alienate its specialty dealer
    base.  Some specialty dealers or audio/video
    retailers may react to Rockfords big box and
    OEM strategies by reducing their purchases or even replacing
    Rockfords products with competing products; and
    Rockfords brand image may erode.  Selling
    in large national retail stores and OEM markets may erode
    Rockfords brand image, which could decrease
    Rockfords product prices and profit margins.    Any
    decrease in demand for Rockford amplifiers, subwoofers or
    speakers could significantly decrease sales.
   11




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##### Table of Contents



The
    loss of Best Buy, Nissan, or Mitsubishi as a customer or
    significant reductions in their purchases of Rockfords
    products would reduce sales.
    Rockford
    may lose sales and market share if it is unable to compete
    successfully against current and future competition, including
    products offered by aftermarket suppliers and by auto
    manufacturers.
      If
    Rockford does not continue to develop, introduce and achieve
    market acceptance of new and enhanced products, sales may
    decrease.
        Rockfords
    OEM sales and royalty revenue depends on demand for the vehicles
    in which Rockfords OEM systems are offered. A decline in
    demand for those automobiles is likely to reduce OEM sales and
    royalty revenue.
   12




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##### Table of Contents



Seasonality
    of mobile audio sales causes Rockfords quarterly sales to
    fluctuate and may affect the trading price of its
    stock.
    Rockfords
    financial results may fluctuate significantly, making financial
    forecasting difficult and making Rockfords stock price
    volatile.
    
    The level of product, price and dealer competition;
    Size and timing of product orders and shipments, particularly by
    higher volume customers such as Best Buy, Nissan and Mitsubishi;
    Weather conditions, which affect consumers willingness to
    install products;
    Capacity and supply constraints or difficulties; and
    Timing of Rockfords marketing programs and those of its
    competitors.    th
  If
    Rockford fails to manage its inventory effectively, Rockford
    could incur additional costs or lose sales.
    Rockfords
    product supplies and international operations may be harmed by
    factors including political instability, currency exchange rates
    and changes in regulations that govern international
    transactions.
    
    Changes in tariff regulations;
    Political instability, war, terrorism and other political risks; 13




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##### Table of Contents




    Foreign currency exchange rate fluctuations;
    Establishing and maintaining relationships with local
    distributors and dealers;
    Lengthy shipping times and accounts receivable payment cycles;
    Import and export licensing requirements;
    Compliance with a variety of foreign laws and regulations,
    including unexpected changes in taxation and regulatory
    requirements;
    Greater difficulty in safeguarding intellectual property than in
    the U.S.; and
    Difficulty in staffing and managing geographically dispersed
    operations.    Loss
    of an international distributor may disrupt Rockfords
    sales.
    Currency
    fluctuations may reduce the profitability of Rockfords
    foreign sales.
    Currency
    fluctuations may increase the cost of Rockfords
    products.
    If
    Rockfords supplies of products are interrupted, it may be
    unable to deliver its products to its customers.
     14




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##### Table of Contents



Rockford
    depends on a few suppliers for a large portion of its products.
    Interruptions in their ability or willingness to deliver
    products would reduce sales and damage customer
    relationships.
    Rockford
    may be unable to retain and attract key employees, which could
    impair Rockfords business.
    If
    Rockford is unable to enforce or defend its ownership and use of
    intellectual property, Rockfords business may
    decline.
      Rockford
    could suffer from internal control deficiencies.
    Rockfords
    executive officers and directors retain substantial control of
    Rockford, which may limit the liquidity and market price of its
    common stock.
   15




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##### Table of Contents



Virtually
    all of Rockfords shares are available for resale without
    significant restrictions. Their sale or potential sale may
    reduce Rockfords stock price.
    Rockfords
    anti-takeover provisions could affect the value of
    Rockfords stock.
    Item 2.
    Properties    ApproximateFunction

Location

Square Footage


Lease ExpirationCorporate headquarters and research and development

Tempe, Arizona


30,000


September 30, 2014Training

Tempe, Arizona


5,000


September 30, 2010Warehousing

Gilbert, Arizona


79,000


March 31, 2012Warehousing

Grand Rapids, Michigan


83,000


June 30, 2009Total




197,000     Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   16




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##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity and Related Stockholder
    Matters and Issuer Purchases of Equity Securities    High


LowFor the quarter ended:December 31, 2008

$
1.19


$
0.39September 30, 2008

$
1.23


$
0.75June 30, 2008

$
1.77


$
0.92March 31, 2008

$
1.93


$
0.85December 31, 2007

$
2.19


$
1.57September 30, 2007

$
2.38


$
1.59June 30, 2007

$
2.88


$
1.84March 31, 2007

$
2.85


$
2.17       Equity
    Compensation Plan Information
    Number of SecuritiesNumber of Securities to be


Weighted Average


Remaining Available forIssued Upon Exercise of


Exercise Price of


Future Issuance Under EquityOutstanding Options,


Outstanding Options,


Compensation Plans (ExcludingWarrants and Rights


Warrants and Rights


Securities Reflected in Column (a))Plan Category

(a)


(b)


(c)Equity compensation plans approved by security holders


1,938,114


$
3.65



305,550Equity compensation plans not approved by security holders


59,073



3.73



1,997,187


$
3.65



305,550  17




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##### Table of Contents



Issuer
    Purchases of Equity Securities
  Maximum Numberof SharesTotal Number of


That May YetShares Purchased as Part of


be PurchasedTotal Number of


Average Price Paid


Publicly Announced


Under the PlansPeriod

Shares Purchased


per Share


Plans or Programs*


or ProgramsOctober 2008





$








105,488November 2008














105,488December 2008














105,488Total for twelve months ended December 31, 2008


364,812


$
1.13



364,812    18




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##### Table of Contents



Item 6.
    Selected
    Financial Data    Years Ended December 31,2004


2005


2006


2007


2008(In thousands, except per share data)Consolidated Statements of Operations:Net sales

$
160,857


$
135,682


$
102,776


$
88,745


$
68,874Cost of goods sold


129,092



96,231



73,919



59,868



47,670Gross profit


31,765



39,451



28,857



28,877



21,204Operating expenses:Sales and marketing


27,461



22,845



16,772



13,273



11,805General and administrative


25,782



13,913



16,753



11,215



11,201Research and development


6,415



2,823



3,218



2,817



2,646Total operating expenses


59,658



39,581



36,743



27,305



25,652Operating income (loss)


(27,893
)


(130
)


(7,886
)


1,572



(4,448
)Interest and other expense, net


2,826



2,593



1,243



886



3Income (loss) from continuing operations before income taxes


(30,719
)


(2,723
)


(9,129
)


686



(4,451
)Income tax expense (benefit)


4,597







(437
)






24Income (loss) from continuing operations


(35,316
)


(2,723
)


(8,692
)


686



(4,475
)Discontinued operations:Loss from disposal of discontinued operations, net of taxes


(70
)


(1,019
)










Loss from discontinued operations, net of taxes


(3,469
)


(345
)


(155
)






Total loss from discontinued operations


(3,539
)


(1,364
)


(155
)






Net income (loss)

$
(38,855
)

$
(4,087
)

$
(8,847
)

$
686


$
(4,475
)Income (loss) per common share:Income (loss) from continuing operationsBasic

$
(3.90
)

$
(0.29
)

$
(0.92
)

$
0.07


$
(0.51
)Diluted

$
(3.90
)

$
(0.29
)

$
(0.92
)

$
0.07


$
(0.51
)Loss from discontinued operationsBasic

$
(0.39
)

$
(0.15
)

$
(0.02
)

$
0.00


$
0.00Diluted

$
(0.39
)

$
(0.15
)

$
(0.02
)

$
0.00


$
0.00Net income (loss):Basic

$
(4.29
)

$
(0.44
)

$
(0.94
)

$
0.07


$
(0.51
)Diluted

$
(4.29
)

$
(0.44
)

$
(0.94
)

$
0.07


$
(0.51
)Weighted average shares:Basic


9,066



9,258



9,388



9,325



8,697Diluted


9,066



9,258



9,388



9,342



8,697Consolidated Balance Sheet Data:Working capital

$
25,776


$
23,217


$
16,479


$
17,110


$
5,877Total assets


80,353



52,298



44,555



34,012



28,525Current portion of long-term debt and capital lease obligations


18,204



6,109



11,402



4,235



12,688Long-term debt and capital lease obligations


11,937



9,187



9,937



9,715



2,659Total liabilities


57,768



33,667



34,310



24,066



23,232Shareholders equity


22,585



18,631



10,245



9,946



5,293  19




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Continuing Operations    Results
    of Operations
  Overview
               20




---



##### Table of Contents



Year Ended December 312006


2007


2008Net sales


100.0
%


100.0
%


100
%Cost of goods sold


71.9



67.5



69.2Gross profit


28.1



32.5



30.8Operating expenses:Sales and marketing


16.3



15.0



17.1General and administrative


16.3



12.5



16.3Research and development


3.2



3.2



3.9Total operating expenses


35.8



30.7



37.3Operating income (loss)


(7.7
)


1.8



(6.5
)Interest and other expense, net


1.2



1.0



0.0Income (loss) from continuing operations before income taxes


(8.9
)


0.8



(6.5
)Income tax expense (benefit)


(0.4
)






0.0Income (loss) from continuing operations


(8.5
)


0.8



(6.5
)Loss from discontinued operations


(0.1
)






Net income (loss)


(8.6
)%


0.8
%


(6.5
)%           Geographic
    Distribution of Sales
    Year Ended December 31,Region(1)

2006


2007


2008


2008(In thousands, excluding % column)United States

$
86,017


$
71,771



55,136



80.0
%Other Americas


8,007



7,193



6,076



8.8
%Europe


5,316



6,069



4,648



6.8
%Asia


3,436



3,712



3,014



4.4
%Total sales

$
102,776


$
88,745


$
68,874



100.0
%     (1)
    
    Sales are attributed to geographic regions based on the location
    of customers. No single foreign country accounted for greater
    than 10% of Rockfords sales. 21




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##### Table of Contents



In the following discussion, certain increases or decreases
    may differ due to rounding.
  Year
    Ended December 31, 2008 Compared to Year Ended
    December 31, 2007
  Net Sales.
    Gross Profit.
  Sales and Marketing Expenses.
  General and Administrative Expenses.
  Research and Development Expenses.
  Operating Income (Loss).
  Interest and Other Expense, Net.
 22




---



##### Table of Contents



Income Tax Expense (Benefit).
  Year
    Ended December 31, 2007 Compared to Year Ended
    December 31, 2006
  Net Sales.
    Gross Profit.
  Sales and Marketing Expenses.
  General and Administrative Expenses.
  Research and Development Expenses.
  Operating Income (Loss).
 23




---



##### Table of Contents



Interest and Other Expense, Net.
  Income Tax Expense (Benefit).
  Quarterly
    Results of Operations
      Consolidated
    Statement of Operations Data
  Three Months EndedMar. 31,


June 30,


Sept. 30,


Dec. 31,


Mar. 31,


June 30,


Sept. 30,


Dec. 31,2007


2007


2007


2007


2008


2008


2008


2008(In thousands, except per share data)Net sales

$
26,372


$
26,740


$
18,695


$
16,938


$
18,445


$
21,786


$
18,187


$
10,456Gross profit


7,880



8,398



6,278



6,321



6,357



7,623



5,077



2,147Income (loss) from operations


(527
)


1352



437



310



116



242



(678
)


(4,128
)Net income (loss)

$
(867
)

$
970


$
91


$
492


$
(91
)

$
839


$
(884
)

$
(4,339
)Net income (loss) per common share(1)Basic

$
(0.09
)

$
0.10


$
0.01


$
0.05


$
(0.01
)

$
0.10


$
(0.10
)

$
(0.51
)Diluted

$
(0.09
)

$
0.08


$
0.01


$
0.05


$
(0.01
)

$
0.09


$
(0.10
)

$
(0.51
)     (1)
    
    The sum of quarterly net income (loss) per common share does not
    equal annual net income (loss) per common share due to changes
    in the weighted average number of common shares outstanding. 24




---



##### Table of Contents



Liquidity
    and Capital Resources
                 25




---



##### Table of Contents




    Rockford had no cash and cash equivalents at December 31,
    2008 and December 31, 2007. Due to the daily sweep of cash
    by Wachovia Capital, described below, Rockford has reclassified
    cash and cash equivalents to net against its current debt
    balance.
    Rockfords net accounts receivable were $12.9 million
    at December 31, 2008 compared to $15.9 million at
    December 31, 2007.
    Rockfords inventory position decreased from
    $14.4 million at the end of 2007 to $13.0 million at
    December 31, 2008. This inventory decrease was primarily
    due to the outsourcing of manufacturing and the reduction of end
    of life inventory during 2008.
    Accounts payable decreased $1.7 million, from
    $5.8 million at December 31, 2007 to $4.0 million
    at December 31, 2008. This decrease was primarily due to
    lower purchase requirements resulting from lower sales.
    Current portion of note payable increased by $5.0 million
    because the maturity of the convertible notes other than the
    $2.5 million portion extended to 2010 is within twelve
    months as of December 31, 2008.  EITF 95-22: Balance Sheet Classification of Borrowings Outstanding under
    Revolving Credit Agreements That Include both a Subjective
    Acceleration Clause and a Lock-Box Arrangement
    Off
    Balance Sheet Arrangements
      Critical
    Accounting Policies and Estimates
   26.1




---



##### Table of Contents



Revenue Recognition. Revenue Recognition in Financial Statements.
  
    Persuasive evidence of an arrangement exists;
    Ownership has transferred to the customer;
    The price to the customer is fixed or determinable; and
    Collectibility is reasonably assured.      Allowance for Doubtful Accounts.
  Inventory.
  Warranty.
  Income taxes.
 27




---



##### Table of Contents



Accounting for Uncertainty in Income Taxes an
    interpretation of FASB Statement No. 109
    Inflation.
 28




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
   
 Consolidated Financial Statements of Rockford Corporation and
    SubsidiariesReport of Independent Registered Public
    Accounting Firm


30Consolidated Balance Sheets as at
    December 31, 2007 and 2008


31Consolidated Statements of Operations for the
    years ended December 31, 2006, 2007 and 2008


32Consolidated Statements of Shareholders
    Equity for the years ended December 31, 2006, 2007 and
    2008


33Consolidated Statements of Cash Flows for the
    years ended December 31, 2006, 2007 and 2008


34Notes to Consolidated Financial Statements


35   29




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  
           
  30




---



##### Table of Contents



ROCKFORD
    CORPORATION AND SUBSIDIARIES
 CONSOLIDATED
    BALANCE SHEETS(In thousands, except share data) December 31,2007


2008ASSETSCurrent assets:Cash and cash equivalents

$



$
Accounts receivable, less allowances of $929 and $1,441 at
    December 31, 2007 and 2008, respectively


15,885



12,856Inventories


14,352



13,043Prepaid expenses and other


1,224



551Total current assets


31,461



26,450Property and equipment, net


1,905



1,743Other assets


646



332Total assets

$
34,012


$
28,525LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
5,794


$
3,980Accrued salaries and incentives


1,415



1,367Accrued warranty and returns


1,267



700Other accrued expenses


1,640



1,838Current portion of capital leases and other long-term liabilities


760



161Notes payable, less unaccreted discount of $20 at
    December 31, 2008






4,980Asset-based credit facility


3,475



7,547Total current liabilities


14,351



20,573Notes payable, less unaccreted discount of $130 and $10 at
    December 31, 2007 and 2008, respectively


9,582



2,593Long-term portion of capital lease and other long-term
    liabilities


133



66Total liabilities


24,066



23,232Commitments and contingencies (Note 10)Shareholders equityCommon stock, $.01 par value. Authorized shares 
    40,000,000. Issued shares  9,395,720 shares at
    December 31, 2007 and 2008


94



94Additional paid-in capital


38,319



38,554Accumulated deficit


(27,569
)


(32,044
)Less: Treasury stock, at cost (449,700 and 814,512 shares
    at December 31, 2007 and 2008 respectively)


(898
)


(1,311
)Total shareholders equity


9,946



5,293Total liabilities and shareholders equity

$
34,012


$
28,525    31




---



##### Table of Contents



ROCKFORD
    CORPORATION AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF OPERATIONS(In thousands, except per share data) Year Ended December 31,2006


2007


2008Net sales

$
102,776


$
88,745


$
68,874Cost of goods sold


73,919



59,868



47,670Gross profit


28,857



28,877



21,204Operating expenses:Sales and marketing


16,772



13,273



11,805General and administrative


16,753



11,215



11,201Research and development


3,218



2,817



2,646Total operating expenses


36,743



27,305



25,652Operating income (loss)


(7,886
)


1,572



(4,448
)Interest expense


1,366



1,423



850Other income


(123
)


(537
)


(847
)Income (loss) from continuing operations before income taxes


(9,129
)


686



(4,451
)Income tax expense (benefit)


(437
)






24Income (loss) from continuing operations


(8,692
)


686



(4,475
)Loss from discontinued operations, net of taxes


(155
)






Net income (loss)

$
(8,847
)

$
686


$
(4,475
)Income (loss) per common share:Income (loss) from continuing operationsBasic

$
(0.92
)

$
0.07


$
(0.51
)Diluted

$
(0.92
)

$
0.07


$
(0.51
)Loss from discontinued operationsBasic

$
(0.02
)

$
0.00


$
0.00Diluted

$
(0.02
)

$
0.00


$
0.00Net income (loss)Basic

$
(0.94
)

$
0.07


$
(0.51
)Diluted

$
(0.94
)

$
0.07


$
(0.51
)Weighted average shares:Basic


9,388



9,325



8,697Diluted


9,388



9,342



8,697    32




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##### Table of Contents



ROCKFORD
    CORPORATION AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY(In thousands) AccumulatedAdditional





OtherCommon Stock


Paid-In


Accumulated


Comprehensive


Treasury StockShares


Amount


Capital


Deficit


Income


Number


Amount


TotalBalance at December 31, 2005


9,384


$
94


$
37,548


$
(19,408
)

$
397






$



$
18,631Currency translation


















14











14Net loss














(8,847
)














(8,847
)Comprehensive loss






























(8,833
)Exercise of stock options, including tax benefit of $0


7







16



















16Share-based compensation










431



















431Balance at December 31, 2006


9,391



94



37,995



(28,255
)


411











10,245Currency translation


















(411
)










(411
)Net income














686















686Comprehensive income






























275Exercise of stock options, including tax benefit of $0


5







11



















11Share-based compensation










313



















313Purchase of treasury stock






















450



(898
)


(898
)Balance at December 31, 2007


9,396



94



38,319



(27,569
)






450



(898
)


9,946Net loss














(4,475
)














(4,475
)Share-based compensation










235



















235Purchase of treasury stock






















365



(413
)


(413
)Balance at December 31, 2008


9,396


$
94


$
38,554


$
(32,044
)

$




815


$
(1,311
)

$
5,293    33




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##### Table of Contents



ROCKFORD
    CORPORATION AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Year Ended December 31,2006


2007


2008(In thousands)Cash flow from continuing operating activities:Net income (loss)

$
(8,847
)

$
686


$
(4,475
)Net loss from discontinued operations


(155
)






Net income (loss) from continuing operations


(8,692
)


686



(4,475
)Adjustments to reconcile net income (loss) from continuing
    operations to net cash provided by (used in) operating
    activities:Depreciation and amortization


2,555



1,849



1,654Share based compensation expense


431



313



235Loss on legal settlement and special charges


1,518



1,098



Gain on divestiture of business


(142
)






Realized translation gain






(411
)


Write-off of asset to fair value










188Net gain on buyback of notes and warrants










(812
)Loss (gain) on sale of property and equipment


153



(35
)


(98
)Provision for doubtful accounts


856



111



1,431Provision for inventory


974



507



1,049Changes in operating assets and liabilities:Accounts receivable


3,300



3,245



1,597Inventories


(2,768
)


4,752



260Prepaid expenses and other


2,271



739



385Accounts payable


(2,534
)


(1,301
)


(1,814
)Accrued salaries and incentives


168



(573
)


(111
)Accrued warranty and returns


(935
)


(932
)


(567
)Other accrued expenses


(1,279
)


(1,107
)


170Net cash provided by (used in) operating activities


(4,124
)


8,941



(908
)Cash flow from continuing investing activities:Purchases of property and equipment


(1,505
)


(1,014
)


(1,088
)Proceeds from sale of property and equipment


78



161



116Net proceeds from disposal of assets


972



400



100Increase (decrease) in other assets


263



31



62Net cash (used in) investing activities


(192
)


(422
)


(810
)Cash flow from continuing financing activities:Note payable issuance (payments)






317



(1,205
)Proceeds from bank debt and short term notes


114,765



86,047



76,620Payments on bank debt and short term notes


(110,440
)


(92,972
)


(72,546
)Payments on capital lease obligations


(39
)


(44
)


(47
)Payments on litigation settlement






(980
)


(691
)Purchase of treasury stock






(898
)


(413
)Proceeds from exercise of stock options


16



11



Net cash provided by (used in) financing activities


4,302



(8,519
)


1,718Effect of exchange rate changes on cash from continuing
    operations


14







Net decrease in cash and cash equivalents from continuing
    operations










Net decrease in cash flow from discontinued operations










Cash and cash equivalents at beginning of year










Cash and cash equivalents at end of year

$



$



$
Cash flow from discontinued operations:Cash flow provided by operating activities

$
34


$



$
Cash flow used in investing activities










Cash flow provided by (used in) financing activities


(34
)






Effect of exchange rate changes on cash










Net decrease in cash flow from discontinued operations

$



$



$
    34




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##### Table of Contents



ROCKFORD
    CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
  1.
    Accounting
    Policies  Organization
    and Description of Business
      Basis
    of Presentation
          Cash
    and Cash Equivalents
   35




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##### Table of Contents



ROCKFORD
    CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Fair
    Value of Financial Instruments
    Level 1:
  Level 2:
  Level 3:
      Revenue
    Recognition
    
    Persuasive evidence of an arrangement exists;
    Ownership has transferred to the customer;
    The price to the customer is fixed or determinable; and
    Collectability is reasonably assured.      Shipping
    and Handling Costs
   36




---



##### Table of Contents



ROCKFORD
    CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Accounts
    Receivable and Allowances
        Inventories
    Property
    and Equipment
    Impairment
    of Long-Lived Assets
  Accounting for
    the Impairment of Long-Lived Assets and for Long-Lived Assets to
    Be Disposed Of
  Advertising
    Income
    Taxes
  Accounting for Income Taxes.
 37




---



##### Table of Contents



ROCKFORD
    CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      Accounting for Uncertainty in Income Taxes an
    interpretation of FASB Statement No. 109
  Product
    Warranty Cost and Service Returns
        2006


2007


2008(In thousands)Balance at the beginning of year

$
3,185


$
2,199


$
1,267Provision for warranties and returns


6,674



3,694



3,796Net settlements made during the year


(7,660
)


(4,626
)


(4,363
)Balance at the end of the year

$
2,199


$
1,267


$
700     Income
    (Loss) per Common Share
  Earnings Per Share.
  Significant
    Customers
   38




---



##### Table of Contents



ROCKFORD
    CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Foreign
    Currency Translation
  Foreign Currency Translation.
  Stock
    Based Compensation
    Share Based Payments
  Use of
    Estimates
    2.
    Discontinued
    Operations  Rockford Home Group.
   39




---



##### Table of Contents



ROCKFORD
    CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    December 31, 2006(In thousands)Revenues

$
46Cost of sales


201Net loss

$
(155
)   3.
    Inventories    December 31,2007


2008(In thousands)Raw materials

$
3,564


$
501Work in progress


246



49Finished goods


10,542



12,493$
14,352


$
13,043   4.
    Property
    and Equipment    December 31,2007


2008(In thousands)Machinery and equipment

$
10,501


$
3,469Tooling equipment


2,952



2,964Leasehold improvements


2,861



2,094Furniture and fixtures


297



214Computer software and hardware


2,229



2,297Assets in process


80



369Assets under capital leases


182



18219,102



11,589Less accumulated depreciation and amortization


(17,197
)


(9,846
)$
1,905


$
1,743    40




---



##### Table of Contents



ROCKFORD
    CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  5.
    Notes
    Payable and Long-Term Debt    December 31,2007


2008(In thousands)Asset-based credit facility

$
3,475


$
7,547Convertible senior subordinated secured notes


9,500



7,500Other


318



21213,293



15,259Less debt discount


(130
)


(30
)Less current portion


(3,581
)


(12,636
)$
9,582


$
2,593       EITF 95-22: Balance Sheet Classification of Borrowings Outstanding under
    Revolving Credit Agreements That Include both a Subjective
    Acceleration Clause and a Lock-Box Arrangement
     41




---



##### Table of Contents



ROCKFORD
    CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
          Years Ending December 31,(In thousands)2009

$
5,1092010


2,6032011


7,5472012


2013


$
15,259   6.
    Leases      Capital


Operating Leases(In thousands)


(In thousands)2009

$
59


$
1,1112010






8652011






8012012






4592013






354Thereafter






271Total minimum lease payments


59


$
3,861Less amount representing interest and taxes


7Total present value of capital obligation


52Less current portion


(52
)Long-term obligation under capital leases

$
    42




---



##### Table of Contents



ROCKFORD
    CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  7.
    Income
    Taxes    December 31,2007


2008(In thousands)Deferred tax assetsInventory basis

$
1,021


$
885Basis in receivables


340



534Book over tax depreciation


680



559Accrued warranty


469



259Net operating loss carryforward


17,261



19,615Capital loss carryforward


945



945Federal and state credit carryforwards


1,974



2,106Accrued liabilities and other


719



694Gross deferred tax assets


23,409



25,597Valuation allowance


(23,409
)


(25,597
)Net deferred tax assets

$



$
     Accounting for
    Income Tax.
    
    Approximately $52.6 million of this carryforward is from
    domestic operations and can be carried forward until it begins
    to expire in 2025. This carryforward results in a deferred tax
    asset of approximately $17.9 million.
    Approximately $1.9 million of the net operating loss
    carryforward is from international operations, is subject to an
    annual limitation under Section 382 and will begin to
    expire in 2011 if not utilized. This carryforward results in a
    deferred tax asset of approximately $0.7 million.
    Rockford also has a deferred tax asset in the amount of
    $1.0 million for state tax loss carryforwards. The state
    loss carryforwards began to expire in 2008. 43




---



##### Table of Contents



ROCKFORD
    CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   
    Rockford has a capital loss carryforward for federal income tax
    purposes of $2.8 million. This carryforward results in a
    deferred tax asset in the amount of $0.9 million. This
    carryforward expires in 2012.
    Rockford also has approximately $2.1 million of federal and
    state tax credits for alternative minimum tax and research and
    experimentation. The research and experimentation credits begin
    to expire in 2022 and 2017 for federal and state tax purposes,
    respectively. However, the alternative minimum tax credits can
    be carried forward indefinitely. These total credits result in a
    deferred tax asset of approximately $2.1 million.      Year Ended December 31,2006


2007


2008(In thousands)Current:Federal expense (benefit)

$
(437
)

$



$
State expense (benefit)










24Foreign expense










Total current expense (benefit)


(437
)






24Deferred:Federal expense (benefit)










State expense (benefit)










Foreign expense(benefit)










Total deferred expense (benefit)










Income tax expense (benefit)

$
(437
)

$



$
24     Year Ended December 31,2006


2007


2008(In thousands)Federal statutory rate  continuing operations

$
(3,104
)

$
233


$
(1,513
)Federal statutory rate  discontinued operations


(53
)






State tax operating loss carryforward


(408
)


(136
)


(73
)Nondeductible items


110



68



33Amount not taxable due to dissolution of subsidiary






(2,531
)


Tax benefit on disposal of domestic subsidiary stock


(1,008
)






Federal and state tax credits


(367
)


(138
)


(132
)Loss of state net operating losses


267







Increase in valuation allowance


4,378



2,567



2,188Uncertain tax positions


(437
)






(505
)Affiliate unbenefited losses


249







Other, net


(64
)


(63
)


26Income tax benefit

$
(437
)

$



$
24    44




---



##### Table of Contents



ROCKFORD
    CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
          2007


2008(In thousands)


(In thousands)Balance at beginning of year

$
1,071


$
1,071Additions based on tax positions relating to current year






Additions for tax positions of prior years






Reductions for tax positions of prior years






505Settlements






Balance at ending of year

$
1,071


$
566   2005-2008 years 2004-2008 years
  8.
    Common
    Stock Grants and Options       45




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##### Table of Contents



ROCKFORD
    CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
        2006


2007


2008Expected life of the award


5 years



5 years



5 yearsDividend yield


0
%


0
%


0
%Risk-free interest rate


4.6
%


5.1
%


3.2
%Expected volatility


0.47



0.48



0.52     Outstanding Options


WeightedWeighted


Average


AggregateAverage


Remaining


IntrinsicShares


Exercise Price


Contractual Term


ValueOutstanding at January 1, 2008


1,687,464


$
4.15Granted


350,000



1.00Exercised






Expired or forfeited


(99,350
)


2.74Outstanding at December 31, 2008


1,938,114



3.65



6.2 years


$
Exercisable at December 31, 2008


1,580,614


$
4.15



5.5 years


$
       Options Outstanding


Options ExercisableNumber


Weighted





NumberOutstanding at


Average


Weighted


Outstanding at


WeightedDecember 31,


Remaining


Average


December 31,


AverageRange of Exercise Prices

2008


Contractual Life


Exercise Price


2008


Exercise Price$1.00 - $ 2.15


602,850



8.0


$
1.49



344,100


$
1.86$2.31 - $ 3.47


725,700



7.5


$
2.66



639,450


$
2.68$3.55 - $ 5.70


144,500



5.3


$
4.92



132,000


$
5.05$6.00 - $11.00


465,064



1.9


$
7.60



465,064


$
7.601,938,114











1,580,614  46




---



##### Table of Contents



ROCKFORD
    CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  9.
    Income
    (Loss) Per Share  Year Ended December 31,2006


2007


2008(In thousands, exceptper share data)Numerator:Income (loss) from continuing operations

$
(8,692
)

$
686


$
(4,475
)Plus:Income impact of assumed conversion of convertible debt










Income (loss) from continuing operations available to
    shareholders


(8,692
)


686



(4,475
)Loss from discontinued operations


(155
)






Net income (loss) available to shareholders

$
(8,847
)

$
686


$
(4,475
)Denominator:Denominator for basic net income (loss) per share


9,388



9,325



8,697Effect of dilutive securities:Employee stock options






17



Warrants










Dilutive potential common shares






17



Denominator for diluted net income (loss) per share


9,388



9,342



8,697Income (loss) per common share:Income (loss) from continuing operationsBasic

$
(0.92
)

$
0.07


$
(0.51
)Diluted

$
(0.92
)

$
0.07


$
(0.51
)Loss from discontinued operationsBasic

$
(0.02
)

$
0.00


$
0.00Diluted

$
(0.02
)

$
0.00


$
0.00Net income (loss)Basic

$
(0.94
)

$
0.07


$
(0.51
)Diluted

$
(0.94
)

$
0.07


$
(0.51
)      47




---



##### Table of Contents



ROCKFORD
    CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      Year Ended December 31st2006


2007


2008Outstanding options


888



1,430



1,592Weighted average exercise price

$
6.04


$
4.51


$
4.23   10.
    Contingencies      11.
    Benefit
    Plan    12.
    Stock
    Purchase Program   48




---



##### Table of Contents



ROCKFORD
    CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  13.
    Segment
    Information    Year Ended December 31Region(1)

2006


2007


2008


% 2008(In thousands)United States

$
86,017


$
71,771


$
55,136



80.0
%Other Americas (includes Canada)


8,007



7,193



6,076



8.8
%Europe


5,316



6,069



4,648



6.8
%Asia


3,436



3,712



3,014



4.4
%Total sales to external customers

$
102,776


$
88,745


$
68,874



100.0
%     (1)
    
    Revenues are attributed to geographic regions based on the
    location of customers.  14.
    Disposal
    of Assets    Q-Logic.
  15.
    Special
    Charges        Twelve Months EndedLiability at

December 31, 2008

Liability atDecember 31,

Reserve



Adjustments

December 31,2007

Recorded

Payments

To Reserve

2008Post Employment Costs:

$
584


$
1,061


$
(893
)

$
(12
)

$
740  49




---



##### Table of Contents



Item 9.
    Changes
    In and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Conclusion
    Regarding the Effectiveness of Disclosure Controls and
    Procedures
  Rule 13a-15(e)
  Managements
    Annual Report on Internal Control Over Financial
    Reporting
  Exchange Act
    Rules 13a-15(f)
      Changes
    in Internal Controls
    Item 9B.
    Other
    Information   PART III  Item 10.
    Directors
    and Executive Officers and Corporate Governance  Regulation S-K
   50




---



##### Table of Contents



Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions    Item 14.
    Principal
    Accounting Fees and Services   PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules       51




---



##### Table of Contents



Exhibits
  ExhibitNumber

Description of Document3
.1

Articles of Incorporation+3
.2

Restated Bylaws as amended through July 27, 2000++3
.3

Amendment to Articles of Incorporation filed on January 12,
    1988+3
.4

Amendment to Articles of Incorporation filed on May 12,
    1999+3
.5

Amendment to Articles of Incorporation filed on May 17,
    1999+3
.7

Amendment to Articles of Incorporation filed on July 1,
    1999+4
.1

Conformed Copy of Indenture dated as of June 10, 2004
    between Rockford Corporation and BNY Western
    Trust Company###4
.2

Form of 4.5% Convertible Senior Subordinated Secured Note
    Due 2009###4
.3

Form of Warrant to Purchase Common Stock###4
.4

Conformed Copy of Registration Rights Agreement dated as of
    June 10, 2004 by and among Rockford Corporation, Piper
    Jaffray & Co. and the Buyers as defined therein###4
.5

Conformed Copy of Warrant Agent Agreement dated as of
    June 10, 2004 between Rockford Corporation and BNY Western
    Trust Company###4
.6

Conformed Copy of Security Agreement dated as of June 10,
    2004 among Rockford Corporation, Audio Innovations, Inc. and BNY
    Western Trust Company###4
.7

Conformed Copy of Intercreditor Agreement dated as of
    June 10, 2004 by and among Congress Financial Corporation
    (Western), BNY Western Trust Company, Rockford Corporation
    and Audio Innovations, Inc.###4
.8

Conformed Copy of Global Amendment to Notes, Warrants,
    Indenture, Security Agreement, Warrant Agent Agreement and
    Registration Rights Agreement and Waiver of Event of Default
    dated as of November 12, 2004 by and among Rockford
    Corporation, Audio Innovations, Inc., BNY Western
    Trust Company and the persons listed on the Schedule of
    Holders attached thereto as Exhibit A####4
.9

Conformed Copy of Amendment to Warrants, Warrant Agent Agreement
    and Registration Rights Agreement dated as of November 12,
    2004, by and among Rockford Corporation, BNY Western
    Trust Company and Piper Jaffray & Co####10
.62

Loan and Security Agreement among Rockford Corporation, Audio
    Innovations, Inc., Congress Financial Corporation (Western), and
    various Financial Institutions, dated March 29, 2004##10
.62.1

First Amendment to Loan and Security Agreement and Conditional
    Default Waiver among Congress Financial Corporation (Western),
    as a lender and as administrative and collateral agent for the
    lenders party to the Loan Agreement, Rockford Corporation, and
    Audio Innovations, Inc., dated as of June 10, 2004***10
.62.2

Second Amendment to Loan and Security Agreement among Congress
    Financial Corporation (Western) as a lender and as
    administrative and collateral agent for the lenders party to the
    Loan Agreement, Rockford Corporation and Audio Innovations,
    Inc., dated as of December 30, 2004***10
.63

Industrial Lease Agreement between Jerome A. and/or Cathy E.
    Reynolds and Rockford Corporation, dated as of May 1,
    2003***10
.66

Securities Purchase Agreement dated as of June 10, 2004
    between Rockford Corporation and the Buyers as defined
    therein#####10
.67

Third Amendment to Loan and Security Agreement, dated
    August 31, 2005, among Rockford, Rockfords wholly
    owned subsidiary Audio Innovations, Inc. (AII), and
    Wachovia Capital Finance Corporation (Western).**10
.70

Fourth amendment to Loan and Security Agreement and Consent,
    dated March 21, 2006, among Rockford, Rockfords
    wholly owned subsidiary Audio Innovations, Inc.
    (AII), and Wachovia Capital Finance Corporation
    (Western).****10
.74

Fifth amendment to Loan and Security Agreement and Consent,
    dated August 31, 2006, among Rockford, Rockfords
    wholly owned subsidiary Audio Innovations, Inc.
    (AII), and Wachovia Capital Finance Corporation
    (Western).****10
.75

Agreement between Rockford and David Fiori dated
    February 22, 2007***** 52




---



##### Table of Contents



ExhibitNumber

Description of Document10
.76

Retirement and Salary Continuation Agreement between Rockford
    and W. Gary Suttle*****10
.77

Fifth Lease Amendment Between Centerpoint Properties Trust and
    Rockford Corporation, dated November 9, 2006*****10
.78

Sixth amendment to Loan and Security Agreement and Waiver, dated
    March 7, 2007, among Rockford, Rockfords wholly owned
    subsidiary Audio Innovations, Inc. (AII), and
    Wachovia Capital Finance Corporation (Western).*****10
.79

Seventh amendment to Loan and Security Agreement and Waiver,
    dated November 28, 2007, among Rockford, Rockfords
    wholly owned subsidiary Audio Innovations, Inc.
    (AII), and Wachovia Capital Finance Corporation
    (Western).******10
.80

Revised form of Change of Control Agreement, entered into with
    executive officers******10
.81

Eighth amendment to loan and security agreement, dated
    July 30, 2008, among Rockford and Wachovia Capital Finance
    Corporation (Western).++++10
.82

Extension no. 1 to lease between Rockford Corporation and
    600 Rockford LLC, dated October 11, 2008.+++++10
.83

Global amendment to Note, Indenture and Securities Purchase
    Agreement.21


List of Subsidiaries of Rockford Corporation23
.1

Consent of Independent Registered Public Accounting Firm31
.1

Certification pursuant to Exchange Act
    Rules 13a-14(a)
    and 15d-14(a), as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002 for William R. Jackson31
.2

Certification pursuant to Exchange Act
    Rules 13a-14(a)
    and 15d-14(a), as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002 for Richard G. Vasek32


Certification pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002     +
    
    Previously filed with registration statement effective
    April 19, 2000 and/or amendments.++
    
    Previously filed on August 11, 2000 with Rockfords
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2000.##
    
    Previously filed on May 17, 2004 with Rockfords
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2004.###
    
    Previously filed on June 15, 2004 with Rockfords
    Current Report on
    Form 8-K.####
    
    Previously filed on November 15, 2004 with Rockfords
    Current Report on
    Form 8-K.#####
    
    Previously filed on June 15, 2004 as Exhibit 10.1 with
    Rockfords Current Report on
    Form 8-K.**
    
    Previously filed on November 14, 2005, with Rockfords
    quarterly report on Form 10Q for the quarter ended
    September 30, 2005.***
    
    Previously filed on April 15, 2005 with Rockfords
    Annual Report on
    Form 10-K
    for the year ended December 31, 2004.****
    
    Previously filed on November 14, 2006, with Rockfords
    quarterly report on Form 10Q for the quarter ended
    September 30, 2006.*****
    
    Previously filed on March 28, 2007, with Rockfords
    annual report on
    Form 10-K
    for the year ended December 31, 2006.******
    
    Previously filed on March 14, 2008 with Rockfords
    annual report on
    Form 10-K
    for the year ended December 31, 2007++++
    
    Previously filed on July 31, 2008, with Rockfords
    Quarterly Report on Form 10Q for the quarter ended
    June 30, 2008.+++++
    
    Previously filed on October 30, 2008, with Rockfords
    Quarterly Report on Form 10Q for the quarter ended
    September 30, 2008. 53




---



##### Table of Contents



SIGNATURES      By:
    /s/  WILLIAM
    R. JACKSON       Name

Title

Date/s/  WILLIAM
    R. JACKSONWilliam
    R. Jackson

President (Principal Executive Officer) and Director

April 14, 2009/s/  RICHARD
    G. VASEKRichard
    G. Vasek

Vice President of Finance and Chief Financial Officer, Secretary
    (Principal Financial Officer)

April 14, 2009/s/  MARK
    E. BARRIEREMark
    E. Barriere

Corporate Controller (Principal Accounting Officer)

April 14, 2009/s/  JERRY
    E. GOLDRESSJerry
    E. Goldress

Director

April 14, 2009/s/  TIMOTHY
    C. BARTOLTimothy
    C. Bartol

Director

April 14, 2009/s/  NICHOLAS
    G. BARTOLNicholas
    G. Bartol

Director

April 14, 2009/s/  RALPH
    B. GODFREYRalph
    B. Godfrey

Director

April 14, 2009/s/  JOHN
    P. LLOYDJohn
    P. Lloyd

Director

April 14, 2009  54




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description of Document3
.1

Articles of Incorporation+3
.2

Restated Bylaws as amended through July 27, 2000++3
.3

Amendment to Articles of Incorporation filed on January 12,
    1988+3
.4

Amendment to Articles of Incorporation filed on May 12,
    1999+3
.5

Amendment to Articles of Incorporation filed on May 17,
    1999+3
.7

Amendment to Articles of Incorporation filed on July 1,
    1999+4
.1

Conformed Copy of Indenture dated as of June 10, 2004
    between Rockford Corporation and BNY Western
    Trust Company###4
.2

Form of 4.5% Convertible Senior Subordinated Secured Note
    Due 2009###4
.3

Form of Warrant to Purchase Common Stock###4
.4

Conformed Copy of Registration Rights Agreement dated as of
    June 10, 2004 by and among Rockford Corporation, Piper
    Jaffray & Co. and the Buyers as defined therein###4
.5

Conformed Copy of Warrant Agent Agreement dated as of
    June 10, 2004 between Rockford Corporation and BNY Western
    Trust Company###4
.6

Conformed Copy of Security Agreement dated as of June 10,
    2004 among Rockford Corporation, Audio Innovations, Inc. and BNY
    Western Trust Company###4
.7

Conformed Copy of Intercreditor Agreement dated as of
    June 10, 2004 by and among Congress Financial Corporation
    (Western), BNY Western Trust Company, Rockford Corporation
    and Audio Innovations, Inc.###4
.8

Conformed Copy of Global Amendment to Notes, Warrants,
    Indenture, Security Agreement, Warrant Agent Agreement and
    Registration Rights Agreement and Waiver of Event of Default
    dated as of November 12, 2004 by and among Rockford
    Corporation, Audio Innovations, Inc., BNY Western
    Trust Company and the persons listed on the Schedule of
    Holders attached thereto as Exhibit A####4
.9

Conformed Copy of Amendment to Warrants, Warrant Agent Agreement
    and Registration Rights Agreement dated as of November 12,
    2004, by and among Rockford Corporation, BNY Western
    Trust Company and Piper Jaffray & Co####10
.62

Loan and Security Agreement among Rockford Corporation, Audio
    Innovations, Inc., Congress Financial Corporation (Western), and
    various Financial Institutions, dated March 29, 2004##10
.62.1

First Amendment to Loan and Security Agreement and Conditional
    Default Waiveramong Congress Financial Corporation (Western), as
    a lender and as administrative and collateral agent for the
    lenders party to the Loan Agreement, Rockford Corporation, and
    Audio Innovations, Inc., dated as of June 10, 2004***10
.62.2

Second Amendment to Loan and Security Agreement among Congress
    Financial Corporation (Western) as a lender and as
    administrative and collateral agent for the lenders party to the
    Loan Agreement, Rockford Corporation and Audio Innovations,
    Inc., dated as of December 30, 2004***10
.63

Industrial Lease Agreement between Jerome A. and/or Cathy E.
    Reynolds and Rockford Corporation, dated as of May 1,
    2003***10
.66

Securities Purchase Agreement dated as of June 10, 2004
    between Rockford Corporation and the Buyers as defined
    therein#####10
.67

Third Amendment to Loan and Security Agreement, dated
    August 31, 2005, among Rockford, Rockfords wholly
    owned subsidiary Audio Innovations, Inc. (AII), and
    Wachovia Capital Finance Corporation (Western).**10
.70

Fourth amendment to Loan and Security Agreement and Consent,
    dated March 21, 2006, among Rockford, Rockfords
    wholly owned subsidiary Audio Innovations, Inc.
    (AII), and Wachovia Capital Finance Corporation
    (Western).****10
.74

Fifth amendment to Loan and Security Agreement and Consent,
    dated August 31, 2006, among Rockford, Rockfords
    wholly owned subsidiary Audio Innovations, Inc.
    (AII), and Wachovia Capital Finance Corporation
    (Western).****10
.75

Agreement between Rockford and David Fiori dated
    February 22, 2007.*****10
.76

Retirement and Salary Continuation Agreement between Rockford
    and W. Gary Suttle.*****




---



##### Table of Contents



ExhibitNumber

Description of Document10
.77

Fifth Lease Amendment Between Centerpoint Properties Trust and
    Rockford Corporation, dated November 9, 2006.*****10
.78

Sixth amendment to Loan and Security Agreement and Waiver, dated
    March 7, 2007, among Rockford, Rockfords wholly owned
    subsidiary Audio Innovations, Inc. (AII), and
    Wachovia Capital Finance Corporation (Western).*****10
.79

Seventh amendment to Loan and Security Agreement and Waiver,
    dated November 28, 2007, among Rockford, Rockfords
    wholly owned subsidiary Audio Innovations, Inc.
    (AII), and Wachovia Capital Finance Corporation
    (Western).******10
.80

Revised form of Change of Control Agreement, entered into with
    executive officers******10
.81

Eighth amendment to loan and security agreement, dated
    July 30, 2008, among Rockford and Wachovia Capital Finance
    Corporation (Western).++++10
.82

Extension no. 1 to lease between Rockford Corporation and
    600 Rockford LLC, dated October 11, 2008.+++++10
.83

Global amendment to Note, Indenture and Securities Purchase
    Agreement.21


List of Subsidiaries of Rockford Corporation23
.1

Consent of Independent Registered Public Accounting Firm31
.1

Certification pursuant to Exchange Act
    Rules 13a-14(a)
    and 15d-14(a), as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002 for William R. Jackson31
.2

Certification pursuant to Exchange Act
    Rules 13a-14(a)
    and 15d-14(a), as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002 for Richard G. Vasek32


Certification pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002     +
    
    Previously filed with registration statement effective
    April 19, 2000 and/or amendments.++
    
    Previously filed on August 11, 2000 with Rockfords
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2000.##
    
    Previously filed on May 17, 2004 with Rockfords
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2004.###
    
    Previously filed on June 15, 2004 with Rockfords
    Current Report on
    Form 8-K.####
    
    Previously filed on November 15, 2004 with Rockfords
    Current Report on
    Form 8-K.#####
    
    Previously filed on June 15, 2004 as Exhibit 10.1 with
    Rockfords Current Report on
    Form 8-K.**
    
    Previously filed on November 14, 2005, with Rockfords
    quarterly report on Form 10Q for the quarter ended
    September 30, 2005.***
    
    Previously filed on April 15, 2005 with Rockfords
    Annual Report on
    Form 10-K
    for the year ended December 31, 2004.****
    
    Previously filed on November 14, 2006, with Rockfords
    quarterly report on Form 10Q for the quarter ended
    September 30, 2006.*****
    
    Previously filed on March 28, 2007, with Rockfords
    annual report on
    Form 10-K
    for the year ended December 31, 2006.******
    
    Previously filed on March 14, 2008 with Rockfords
    annual report on
    Form 10-K
    for the year ended December 31, 2007++++
    
    Previously filed on July 31, 2008, with Rockfords
    Quarterly Report on Form 10Q for the quarter ended
    June 30, 2008.+++++
    
    Previously filed on October 30, 2008, with Rockfords
    Quarterly Report on Form 10Q for the quarter ended
    September 30, 2008.