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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION  FORM 10-K/A, AMENDMENT NO. 2 [X]
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended June 30, 2003
 OR
 [  ]
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
     OF THE SECURITIES EXCHANGE ACT OF 1934
 COMMISSION FILE NUMBER
0-3295
 KOSS CORPORATION   A Delaware Corporation
    
    391168275(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 4129 North Port Washington Avenue, Milwaukee, Wisconsin
    
    53212(Address of principal executive offices
    
    (Zip Code)
 Registrants telephone number, including area code: (414) 964-5000 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class
    
    Name of Each Exchange on Which RegisteredNONE
    
    NONE
 Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.005 par value (voting)(Title of class)
 Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [  ] Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [x] Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12(b)-2). YES
[  ] NO [X] The aggregate market value of the voting stock held by nonaffiliates of
the registrant as of December 31, 2002 was approximately $8,715,910 (based on
the $18.65 per share closing price of the Companys Common Stock as reported on
the NASDAQ Stock Market on December 31, 2002). In




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determining who are affiliates of the Company for purposes of this
computation, it is assumed that directors, officers, and any persons who held
on August 1, 2003 more than 5% of the issued and outstanding common stock of
the Company are affiliates of the Company. The characterization of such
directors, officers, and other persons as affiliates is for purposes of this
computation only and should not be construed as a determination or admission
for any other purpose that any of such persons are, in fact, affiliates of the
Company. On August 1, 2003, 3,767,929 shares of voting common stock were
outstanding. 2




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TABLE OF CONTENTS  PART IIItem 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSItem 9A. Controls and ProceduresPART IVItem 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-KSIGNATURESEXHIBIT INDEXConsent of PricewaterhouseCoopers LLPCertifications of CEO and CFOCertifications of CEO and CFO    Table of Contents  EXPLANATORY NOTE Koss Corporation (the Company) is filing this Amendment No. 2 on Form 10-K/A
for the fiscal year ended June 30, 2003, to amend Item 7, Item 9A, Item 15,
Exhibit 23, Exhibit 31 and Exhibit 32 of its annual report on Form 10-K/A,
Amendment No. 1 filed on March 10, 2004 (the Amended Report), which amended
its original annual report on Form 10-K filed on August 19, 2003. This Amendment No. 2 on Form 10-K/A only amends Item 7, Item 9A, Item 15,
Exhibit 23, Exhibit 31 and Exhibit 32 of the Amended Report. It does not
affect the financial statements and footnotes or other disclosures filed in the
Amended Report. This amended annual report continues to speak as of the original date of the
original annual report and unless as otherwise noted, the Company has not
updated the disclosure in this amended annual report to speak as of a later
date. 3




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PART II 
 Item 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS. The Managements Discussion and Analysis of Financial Condition and
Results of Operations presented below reflects the restatement to previously
issued consolidated financial statements for fiscal 2003, 2002 and 2001. For further discussion of this matter, see Note 14 to the consolidated financial statements of the Form 10-K/A, Amendment No. 1, which was filed on March 10, 2004. FINANCIAL CONDITION AND LIQUIDITY During 2003, cash provided by operations was $2,796,616. Working capital was
$14,227,234 at June 30, 2003. The increase in working capital of $1,470,571
from the balance at June 30, 2002 represents primarily the net effect of an
increase in cash, receivables, inventories, income taxes receivable and
payables. The increase in the Companys accounts receivables is attributable
solely to the Companys acquisition of Bi-Audio. At June 30, 2003, the
Bi-Audio receivables were $566,744, compared with -0- at June 30, 2002. The
increase in the number of days sales in accounts receivable is solely due to
the Companys acquisition of Bi-Audio. The relative increase in receivables is
not indicative of a collection problem, but attributable solely to the
Companys acquisition of Bi-Audio. Capital expenditures for new property and equipment (including production
tooling) were $627,567, $664,139, and $814,851, in fiscal years 2003, 2002, and
2001, respectively. Depreciation charges totaled $569,776, $576,892, and
$599,526, for the same fiscal years. Budgeted capital expenditures for fiscal
year 2004 are $1,273,000. The Company expects to generate sufficient funds
through operations to fund these expenditures. Stockholders investment increased to $16,501,202 at June 30, 2003 from
$13,735,534 at June 30, 2002. The increase reflects primarily the effect of
the purchase and retirement of common stock and dividends declared offset by
current year net income and proceeds from the exercise of stock options during
the year. On June 27, 2003, the Company declared a quarterly cash dividend of
$0.13 per share ($488,856) payable on July 15, 2003 to stockholders of record
on June 30, 2003, which is recorded as dividends payable. The Companys credit facility matures on November 1, 2003. This unsecured
credit facility provides for borrowings up to a maximum of $10,000,000. The
Company can use this credit facility for working capital purposes or for the
purchase of its own common stock pursuant to the Companys stock repurchase
program. Borrowings under this credit facility bear interest at the banks
prime rate, or LIBOR plus 1.75%. This credit facility includes certain
financial covenants that require the Company to maintain a minimum tangible net
worth and specified current, interest coverage, and leverage ratios. The
maximum leverage of the Company, which consists of the ratio of its total
liabilities to its tangible net worth, must not exceed 1.50 to 1.0. The
tangible net worth of the Company must not fall below $10.0 million at any
time. The fixed charge ratio of the Company, which consists of the ratio of
its earnings before interest, income taxes, depreciation, amortization, and
other non-cash charges to its total interest expense, must not be less than
2.10 to 1.0. The current ratio of the Company, which is the ratio of its
current assets to its current liabilities, must exceed 2.50 to 1.0. The
Company has been and is well within these requirements. However, if the
Company at some point in the future fails to meet the financial covenants, the
lender may accelerate the debt and allow creditors to foreclose on the assets.
The Company uses its credit facility from time to time, although there was no
utilization of this credit facility at June 30, 2003 or June 30, 2002. In April of 1995, the Board of Directors approved a stock repurchase program
authorizing the Company to purchase from time to time up to $2,000,000 of its
common stock for its own account. Subsequently, the Board of Directors
periodically has approved increases in the stock repurchase program. The most
recently approved increase was for additional purchases of $2,000,000, which
occurred in January of 4




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2003, for an aggregate maximum of $37,500,000. The Company intends to
effectuate all stock purchases either on the open market or through privately
negotiated transactions, and intends to finance all stock purchases through its
own cash flow or by borrowing for such purchases. The Company will continue to
redeem its shares from the market when the board determines the shares to be
undervalued. The Company may elect to use the purchase of these shares to
minimize the dilutive effects to its stockholders when the Companys stock is
used in acquisitions as consideration (as in the case of the purchase of the
assets of ADDAX). The Company has no immediate plans to make another
acquisition at this time. For the fiscal year ended June 30, 2003, the Company purchased 67,500 shares of
its common stock at an average net price of $13.58 per share, for a total
purchase price of $916,663. As of the date hereof, the Companys Board of
Directors has authorized the repurchase by the Company of up to $2,112,685.82
in Company common stock at the discretion of the Chief Executive Officer of the
Company. From the commencement of the Companys stock repurchase program through June
30, 2003, the Company has purchased a total of 4,924,180 shares for a total
gross purchase price of $39,778,045 (representing an average gross purchase
price of $8.08 per share) and a total net purchase price of $35,418,735
(representing an average net purchase price of $7.19 per share). The
difference between the total gross purchase price and the total net purchase
price is the result of the Company purchasing from certain employees shares of
the Companys stock acquired by such employees pursuant to the Companys stock
option program. In determining the dollar amount available for additional
purchases under the stock repurchase program, the Company uses the total net
purchase price paid by the Company for all stock purchases, as authorized by
the Board of Directors. RISK FACTORS REDUCTION IN PRESENT LEVELS OF CASH FLOW COULD ADVERSELY AFFECT THE COMPANYS
BUSINESS The Companys primary source of liquidity over the past twelve months has been
operating cash flows. The Companys future cash flows from operations (on both
a short term and long term basis) are dependent upon, but not limited to:  
    
    the Companys ability to attract new customers that will
sell the Companys products and pay for them,
    
    the Companys ability to retain the Companys existing
customers at the level of sales previously produced,
    
    the volume of sales for these customers,
    
    the loss of business of one or more primary customers,
    
    changes in types of products that the customers purchase in their sales mix,
    
    the volume of royalty income paid to the Company by its
licensees based upon the terms of each royalty agreement,
including the inability to negotiate favorable royalty
arrangements and renew current arrangements with certain
existing favorable terms,
    
    poor or deteriorating economic conditions which would
directly impact the ability of the Companys customers to remain
in business and pay for their products on a timely basis, 5




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
    
    managements ability to hold the line on any requests for
increases in material or labor cost increases, and
    
    the ability to collect in full and in a timely manner,
amounts due to the Company. In addition, as noted above, the Companys cash flow is also dependent, to some
extent, upon our ability to maintain our operating margins. If there were a
general downturn in economic conditions or other events that caused our
customers to turn to lower-priced, lower-margin products, our cash flow and
profitability could be materially and adversely affected. FAILURE TO ATTRACT AND RETAIN CUSTOMERS TO SELL THE COMPANYS PRODUCTS COULD
ADVERSELY AFFECT SALES VOLUME AND FUTURE PROFITABILITY The Company markets a line of products used by consumers to listen to music.
The Company distributes these products through retail channels in the U.S. and
independent distributors throughout the rest of the world. The Company is
dependent upon the Companys ability to retain an existing base of customers to
sell the Companys line of products. Loss of customers means loss of product
placement. The Company has broad distribution across many channels including
specialty stores, mass merchants, electronics stores and computer retailers.
Since distribution is broadly based, any loss of a customer directly translates
into a reduction in sales volume which can only be replaced by replacing a
similar number of representative retail outlets. The inability of the
Companys sales and marketing staff to obtain new distribution outlets
translates into a lack of future growth and possibly a setback in sales volumes
when loss of current customers occurs. For example, the loss a customer
representing 10% of the Companys business would translate into a reduction in
revenues of up to 10% based upon the point through the fiscal year that the
customer was lost. Attracting a new customer during the course of a fiscal
year could have a positive impact or simply replace an account which has been
lost. In addition, a customer can decide to make a change in the models that
it decides to offer for sale. Such changes can take place arbitrarily
throughout the course of a year which can cause reductions in sales revenues in
proportion to the number of retail outlets that the store represents in the
market. The Company may not be able to maintain customers or model selections
and therefore experience a reduction in its sales revenue until a model is
restored to the mix or a customer is replaced by a new customer. A reduction
in sales volume would cause a reduction in profitability. The Companys
failure to retain existing customers, obtain new customers or develop new
product lines that customers would choose to offer to consumers could
significantly affect the Companys future profitability. The loss of business
of one or more principal customers or a change in the sales volume from a
particular customer could have a material adverse effect on the Companys sales
volume and profitability. SHIFT IN CUSTOMER SPECIFICATIONS TO LOWER PRICED ITEMS CAN REDUCE PROFIT
MARGINS NEGATIVELY IMPACTING PROFITABILITY The Company sells a line of products with a suggested retail price ranging from
less than $10 dollars US to $1000 dollars US. The gross margin for each of
these models is unique in terms of percentages. The price range of the
products also produces a different level of actual dollar contribution per
unit. For example a product with a gross margin contribution of 50% might
yield a $5.00 contribution for one item, while another item may feature a 30%
gross margin which could yield $50.00 dollars. The Company finds the low
priced portion of the market most competitive and therefore most subject to
pressure on gross margin percentages which tends to lower profit contributions.
Retail preference for lower priced items can reduce profit margins and
contributions. The risk is that a shift in retail customer specifications
toward lower priced items can lead to lower gross margins and lower profit
contributions per unit of sale. Due to the range of products that the Company
sells, the product sales mix can produce a variation in terms of a range of
profit margins. Some customers sell a limited range of products that yield
lower profit margins than others. Most notably, the budget priced headphone
segment of the market below $10.00 retail which is distributed through computer
stores, office supply stores, and mass market retailers tend to 6




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yield the lowest gross margins. An increase in business with these types of
accounts, when coupled with a simultaneous reduction in sales to customers with
higher gross margins will reduce profit margins and profitability. POOR ECONOMIC CONDITIONS CAN RESTRICT OR LIMIT PRODUCT PLACEMENT, SALES AND
REPLENISHMENT WHICH COULD DECREASE PROFITS Deteriorating or weak economic conditions, or a forecast for the same, can
trigger changes in inventory stocking at retail. This may in turn lead to a
reduction in model offerings and to out of stock situations. If a retail
customer of the Company does not have adequate stocks of the Companys products
to offer for sale in a retail store, consumers may choose another competitive
model instead. Customers operating retail stores anticipate future sales
demands and inventory products accordingly. Whenever a general economic
slowdown occurs, at both the domestic or foreign level, sales volume levels and
re-orders change. These changes directly impact the Companys sales and
profitability. The Company is not in a position to determine how it will be
affected by these circumstances, how extensive the effects may be, or for how
long the Company may be impacted by these circumstances. The Companys
customers respond to changes in economic conditions and any anticipated changes
in economic conditions can therefore restrict product placement, availability,
sales, replenishment and ultimately profitability. These conditions exist
domestically and internationally. MANAGEMENT IS SUBJECT TO DECISIONS MADE OUTSIDE ITS CONTROL WHICH COULD
DIRECTLY AFFECT FUTURE PROFITABILITY Retail customers determine which products they will stock for resale. The
Company competes with other manufacturers to secure shelf space in retail
stores for the Companys products. During the course of a year changes in the
customers management personnel can ultimately lead to changes in the stock
assortment offered to consumers. These changes are often arbitrary. The sales
and marketing team cannot always overcome such decisions. In addition to
changes in personnel within the Companys customers, it is also possible that a
strategic decision can be made by a retail customer to consolidate vendors, or
to discontinue certain product categories all together. In these instances the
Companys management team is not able to overcome such decisions. The
Companys management team is also engaged in the effective procurement,
assembly, and manufacture of products. The ability to negotiate with
suppliers, maintain productivity, and hold the line on cost increases can be
subjected to pressures outside the control of management. For example,
increases in fuel costs can increase rates in freight. Increases of this
nature can seldom be avoided and the Company is not able to pass such increases
along to its customers. The Companys managements effective control of the
manufacturing processes will have a direct impact on the Companys future
profitability. The Company regularly makes decisions that affect production
schedules, shipping schedules, employee level, and inventory levels. The
Companys ability to make effective decisions in managing these areas has a
direct effect on future profitability. ACCOUNTS RECEIVABLE AMOUNTS DUE FROM OUR CUSTOMERS CAN BE LOST AS A RESULT OF
CUSTOMER, BANKRUPTCY, OPERATIONAL DIFFICULTY, OR FAILURE TO PAY NEGATIVELY
IMPACTING FUTURE PROFITABILITY The Company has significant accounts receivable or other amounts due from the
Companys customers or other parties. The accounts receivable balance at the
end of the last 4 quarters averaged approximately eight million dollars US.
Terms of payment for customers range from cash in advance to net 90 day credit
terms. These credit arrangements are negotiated at unspecified and irregular
intervals. The largest customers generate the largest receivable balances. If
a customer develops operational difficulty it is not uncommon to temporarily
suspend payment to vendors. The Company is not immune from such practice in
the retail marketplace. From time to time a customer may develop severe
operating losses which can trigger a bankruptcy. In these cases, the Company
loses most of the outstanding balance due. Occasionally the Company has been
current with a customer at the time such an event occurs. The risk is that
losing the revenue of the customer in the future after a re-structure, might be
more onerous than 7




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losing the current outstanding debt. The Company is not immune from making
such decisions. In addition, many companies that will insure accounts
receivables will not do so for the Companys largest mass market customers.
The best example of such a loss was KMART Corporation. The Company lost
approximately $500,000 when KMART filed for re-organization. KMART had been
current with the Company at the time that KMART filed Chapter 11 bankruptcy.
The Company continued to supply KMART during its post petition re-organization
and continue to supply the customer profitably today. The risk is that the
Company derives most of the Companys sales revenue and profits from selling
products to retailers for resale to consumers. The failure of the Companys
customers to pay in full amounts due to the Company could negatively affect
future profitability. COMPANY PROFITS CAN SUFFER FROM INTERRUPTIONS IN SUPPLY CHAIN The Company operates a small sales office in Switzerland to service the
International Export marketplace. The Company is aware of no material risk in
maintaining this operation. Loss of this office would result in a transfer of
sales and marketing responsibility. The Company uses contract manufacturing
facilities in Mainland China, Taiwan, and South Korea. These independent
supplier entities are distant from the Company which means that the Company is
at risk of business interruptions due to natural disaster, war, disease, and
government intervention through tariffs or trade restrictions. The Company
maintains a finished goods inventory level in the Companys US facility to
mitigate this risk. The approximate level of finished goods inventory is
stocked at an average of 90 days demand per item. Recovery of a single
facility through a replacement of supplier in the event of disaster or
suspension of supply could take approximately 120 days. The Company believes
that it could restore production of its top ten selling models (which represent
76% of the Companys sales revenue) within 1 year. The Company is also at risk
if trade restrictions are introduced on the Companys products based upon
country of origin. In addition any increase in tariffs and freight charges
would not be acceptable to pass along to the Companys customers and would
directly impact the Companys profits. For example, an additional increase of
5% in duty for a complete fiscal year of purchases would amount to a reduction
in pretax profit of approximately $600,000 based upon sales reported in the
Companys 10K for the period ending June 30, 2003. FLUCTUATIONS IN CURRENCY EXCHANGE RATES COULD AFFECT PRICING OF PRODUCTS AND
CAUSE CUSTOMERS TO PURCHASE LOWER-PRICED, LESS PROFITABLE PRODUCTS The Company receives a material portion of our revenue and profits from
business in Canada and the European Union. To the extent that value of the
U.S. dollar increases relative to currencies in those jurisdictions, it
increases the cost of the Companys products in those jurisdictions, which
could create negative pressure on the demand for the Companys products. To
the extent that increased prices arising from currency fluctuations decreases
sales or moves customers to purchase lower-priced, lower profit products, the
Companys revenues, profits, and cash flows could be adversely affected. 2003 RESULTS OF OPERATIONS COMPARED WITH 2002 Net sales for 2003 were $33,802,634 compared with $36,571,303 in 2002, a
decrease of $2,768,669 or 7.6%. This decline was due to soft retail business
through the first and second quarter offset by stronger retail sales in the
third quarter. The Company has no direct information relating to consumer
demand that would indicate a reason for any reductions in sales. However,
general concerns were expressed by several major retailers during this period
and as a result models were consolidated, eliminated from the sales mix, or
reduced in terms of reorder size. Gross profit, as a percentage of net sales, was $13,848,039 or 41% in 2003
compared with $14,574,484 or 40% in 2002. The increase in gross profit was due
to cost reductions in 2003. The cost reductions were attributable to a
reduction of overhead and inventory costs. 8




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Selling, general and administrative expenses for 2003 were $7,737,030 compared
with $8,011,829 in 2002, a decrease of $274,799 or 3%. The decrease was a
result of the Company experiencing lower selling expenses associated with lower
sales for the fiscal year. Income from operations was $6,111,009 in 2003 compared with $6,562,655 in 2002,
a decrease of 7%. Interest income was $12,711 in 2003 compared with $30,445 in
2002, a decrease of 58%. Interest income fluctuates in relation to cash
balances on hand throughout the year and fluctuations in interest rates earned.
Interest expense for 2003 was $14,572 compared with $100,454 in 2002. The
decrease in interest expense is due to the Companys lack of borrowing activity
under its unsecured line of credit during the fiscal year. On May 1, 2003, the Company acquired certain assets of ADDAX Sound Company
(ADDAX) in exchange for 19,875 shares of common stock of the Company (value
on May 1, 2003 of $317,603 based upon a market price of $15.98) plus $100 in
cash and assumed certain liabilities of ADDAX. Royalty income was $755,364 in 2003 compared with $964,297 in 2002, a decrease
of 22%. The decrease in royalty income was primarily a result of a reduction
of sales by licensees under certain royalty agreements. The following three
paragraphs describe generally the Companys significant royalty agreements. The Company has a License Agreement with Jiangsu Electronics Industries Limited
(Jiangsu), a subsidiary of Orient Power Holdings Limited, by way of an
assignment of a previously existing License Agreement with Trabelco N.V.
Orient Power is based in Hong Kong and has an extensive portfolio of audio and
video products. This License Agreement covers the United States, Canada, and
Mexico, and has been renewed through December 31, 2004. Pursuant to this
License Agreement, Jiangsu has agreed to meet certain minimum royalty amounts
each year. The products covered by this License Agreement include various
consumer electronics products. Effective July 1, 1998, the Company entered into a License Agreement and an
Addendum thereto with Logitech Electronics Inc. (Logitech) of Ontario, Canada
whereby the Company licensed to Logitech the right to sell multimedia/computer
speakers under the Koss brand name. This License Agreement covers North
America and certain countries in South America and Europe, requiring royalty
payments by Logitech through June 30, 2008, subject to certain minimum annual
royalty amounts. Effective June 30, 2003, the Company entered into a License Agreement with
Sonigem Products, Inc. (Sonigem) of Ontario, Canada whereby the Company
licensed to Sonigem the right to sell video and communications products under
the Koss brand name. This License Agreement covers Canada, requiring royalty
payments by Sonigem through June 30, 2010, subject to certain minimum annual
royalty amounts. The provision for income taxes was $2,695,101 and $2,869,684 in 2003 and 2002,
respectively. The effective tax rate was 39% in 2003 and 38% in 2002. 2002 RESULTS OF OPERATIONS COMPARED WITH 2001 Net sales for 2002 were $36,571,303 compared with $38,609,335 in 2001, a
decrease of $2,038,032 or 5.3%. This decline was due to soft retail business
through the second and fourth quarter offset by stronger retail sales in the
third quarter. The Company has no direct information relating to consumer
demand that would indicate a reason for any reductions in sales. However,
general concerns were expressed by several major retailers during this period
and as a result models were consolidated, eliminated from the sales mix, or
reduced in terms of reorder size. Gross profit was $14,574,484 or 40% in 2002 compared with $15,572,208 or 40% in
2001. 9




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Selling, general and administrative expenses for 2002 were $8,011,829 compared
with $8,272,969 in 2001, a decrease of $261,140 or 3%. The decrease was a
result of the Company experiencing lower selling expenses associated with lower
sales for the fiscal year offset by additional reserves for bad debts of
approximately $500,000 for outstanding KMART receivables recorded in the last
six months of fiscal 2002. Income from operations was $6,562,655 in 2002 compared with $7,299,239 in 2001,
a decrease of 10%. Interest income was $30,445 in 2002 compared with $85,423
in 2001, a decrease of 64%. Interest income fluctuates in relation to cash
balances on hand throughout the year and fluctuations in interest rates earned.
Interest expense for 2002 was $100,454 compared with $15,465 in 2001. The
increase in interest expense is due to the Companys borrowing activity under
its unsecured line of credit during the fiscal year. Royalty income was $964,297 in 2002 compared with $1,010,026 in 2001, a
decrease of 4.5%. The decrease in royalty income was primarily a result of a
reduction of sales by licensees under certain royalty agreements. The provision for income taxes was $2,869,684 and $3,196,080 in 2002 and 2001,
respectively. The effective tax rate was 38% in 2002 and 2001. OFF-BALANCE SHEET FINANCING The Company has no off-balance sheet financing arrangements. DISCLOSURES ABOUT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS The Company has disclosed information pertaining to these items in footnotes 4
and 12 to its consolidated financial statements of the Form 10-K/A, Amendment No. 1, which was filed on March 10, 2004. DISCLOSURES ABOUT CERTAIN TRADING ACTIVITIES THAT INCLUDE NON-EXCHANGE TRADED
CONTRACTS ACCOUNTED FOR AT FAIR VALUE The Company does not have any trading activities that include non-exchange
traded contracts accounted for at fair value. DISCLOSURES ABOUT EFFECTS OF TRANSACTIONS WITH RELATED AND CERTAIN OTHER
PARTIES The Company has an agreement with its Chairman to repurchase common stock from
his estate in the event of his death. The repurchase price is 95% of the fair
market value of the common stock on the date that notice to repurchase is
provided to the Company. The total number of shares to be repurchased shall be
sufficient to provide proceeds, which are the lesser of $2.5 million or the
amount of estate taxes and administrative expenses incurred by his estate. The
Company is obligated to pay in cash 25% of the total amount due and to execute
a promissory note at a prime rate of interest for the balance. The Company
maintains a $1,150,000 life insurance policy to fund a substantial portion of
this obligation. In 1991, the Board of Directors agreed to continue the Chairmans current base
salary in the event he becomes disabled prior to age 70. After age 70, he
shall receive his current base salary for the remainder of his life, whether he
becomes disabled or not. The Chairman has turned 70. The Company has a
deferred compensation liability of $631,855 recorded as of June 30, 2003, and
$737,599 as of June 30, 2002 for this arrangement. The Company leases its main plant and offices in Milwaukee, Wisconsin from its
Chairman, John C. Koss. On May 28, 2003, the lease was renewed for a period of
five years, and is being accounted for as 10




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an operating lease. The lease extension maintained the rent at a fixed rate of
$380,000 per year. At anytime during this period the Company has the option to
renew the lease for an additional five years for the period commencing July 1,
2008 and ending June 30, 2013 under the same terms and conditions. The lease
is on terms no less favorable to the Company than those that could be obtained
from an independent party. The Company is responsible for all property
maintenance, insurance, taxes and other normal expenses related to ownership. All facilities are in good repair and, in the opinion of management, are
suitable for the Companys purposes. DISCLOSURE ABOUT CRITICAL ACCOUNTING POLICIES The Companys more critical accounting policies include revenue recognition,
royalty income and the use of estimates (which inherently involve judgment and
uncertainties) in valuing inventory and accounts receivable. Revenue Recognition The Company recognizes revenue when all of the following criteria are met:
persuasive evidence of an arrangement exists; delivery has occurred; the
sellers price to the buyer is fixed or determinable; and collectibility is
reasonably assured. These criteria are generally satisfied and the Company
recognizes revenue upon shipment. The Company also offers certain of its
customers the right to return products that do not meet the standards agreed
with the customer. The Company continuously monitors such product returns and
while such returns have historically been minimal, the Company cannot guarantee
that they will continue to experience the same return rates that they have in
the past. Any significant increase in product quality failure rates and the
resulting credit returns could have a material adverse impact on the Companys
operating results for the period or periods in which such returns materialize. The Company provides for certain sales incentives, which include sales rebates.
The Company records a provision for estimated incentives based upon the
incentives offered to customers on product related sales in the same period as
the related revenues are recorded. The Company also records a provision for
estimated sales returns and allowances on product related sales in the same
period as the related revenues are recorded. These estimates are based on
historical sales returns, analysis of credit memo data and other known factors.
If the historical data the Company uses to calculate these estimates does not
properly reflect future returns, adjustments may be required in future periods. Products sold are covered by a lifetime warranty. The Company accrues a
warranty reserve for estimated costs to provide warranty services. The
Companys estimate of costs to service its warranty obligations is based on
historical experience and expectation of future conditions. To the extent the
Company experiences increased warranty claim activity or increased costs
associated with servicing those claims, its warranty accrual will increase
accordingly and result in decreased gross profit. Royalty Income The Companys net income is significantly affected by the levels of royalty
income generated in any given period. Royalty income is recognized when earned
under the terms of the Companys License Agreements. These agreements require
minimum annual royalty payments. The Company currently has three royalty
agreements, which expire in 2004, 2008, and 2010, respectively. The inability
of the Company to negotiate favorable royalty arrangements and renew current
agreements could have a material adverse impact on the Companys results for
the period. Based upon the favorable relationships the Company has with the
parties under these License Agreements, termination, non-renewal or a
renegotiation toward more unfavorable terms under the current agreements is not
considered likely. 11




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##### Table of Contents



Accounts Receivable The Company performs ongoing credit evaluations of its customers and adjusts
credit limits based upon payment history and the customers current credit
worthiness, as determined by the review of the customers current credit
information. The Company continuously monitors collections and payments from
customers and maintains a provision for estimated credit losses based upon the
Companys historical experience and any specific customer collection issues
that have been identified. The Company values accounts receivable net of an
allowance for uncollectible accounts. The allowance is calculated based upon
the Companys evaluation of specific customer accounts where the Company has
information that the customer may have an inability to meet its financial
obligations (bankruptcy, etc.). In these cases, the Company uses its judgment,
based on the best available facts and circumstances, and records a specific
reserve for that customer against amounts due to reduce the receivable to the
amount that is expected to be collected. These specific reserves are
re-evaluated and adjusted as additional information is received that impacts
the amount reserved. However, the ultimate collectibility of a receivable is
dependent upon the financial condition of an individual customer, which could
change rapidly and without advance warning. Inventories The Company values its inventories at the lower of cost or market. Cost is
determined using the last-in, first-out method. Valuing inventories at the
lower of cost or market requires the use of estimates and judgment. Our
customers may cancel their orders or change purchase volumes. Any of these, or
certain additional actions, could create excess inventory levels, which would
impact the valuation of our inventories. The Company continues to use the same
techniques to value inventory as have been used in the past. Any actions taken
by our customers that could impact the value of our inventory are considered
when determining the lower of cost or market valuations. The Company regularly
reviews inventory quantities on hand and records a provision for excess and
obsolete inventory based primarily on our estimated forecast of product demand
and production requirements for the next twelve months. If the Company is not
able to achieve its expectations of the net realizable value of the inventory
at its current value, the Company would have to adjust its reserves
accordingly. RECENTLY ISSUED FINANCIAL ACCOUNTING PRONOUNCEMENTS During April 2003, the Financial Accounting Standards Board (FASB) issued
Statement of Accounting Standards (SFAS) No. 149, Amendment of Statement 133
on Derivative Instruments and Hedging Activities, which amends and clarifies
financial accounting and reporting for certain derivative instruments. The
Company does not anticipate the adoption of this statement to have a material
impact on the Companys consolidated financial statements, as the Company is
not currently a party to derivative financial instruments included in this
standard. During May 2003, the FASB issued SEAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity,
which establishes standards for the classification and measurement of certain
financial instruments with characteristics of both liabilities and equity. The
Company does not anticipate the adoption of this statement to have a material
impact on the Companys consolidated financial statements. The Company will
adopt this standard in fiscal 2004. 12




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##### Table of Contents



Item 9A. Controls and Procedures. The Company, under the supervision and with the participation of the Companys
management, including the Companys Chief Executive Officer/Chief Financial
Officer, has evaluated the effectiveness of the design and operation of the
Companys disclosure controls and procedures. Based on that evaluation, the
Chief Executive Officer/Chief Financial Officer have concluded that the
Companys disclosure controls and procedures were effective as of June 30, 2003
to ensure that information required to be disclosed by the Company in reports
that it files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms. During the first week of February of 2004, the Company was made aware by our
former independent accountants that the Company erroneously failed to
accurately record some repurchases of common stock from our employees. We
disclosed this error in our Form 10-K/A filed on March 10, 2004. Neither the
management of the Company nor our former accountants were aware of this error
prior to the first week of February of 2004. The Company has subsequently
implemented a policy that prohibits the Company from repurchasing any common
stock of the Company that has not been held by the employee for a period of at
least 6 months in order to avoid repetition of this error. Additionally, our
management will subscribe to technical publications in order to keep current on
applicable accounting issues and our new independent auditors will brief us on
new accounting pronouncements and releases. Our financial reporting process
with respect to preparation and review of regulatory filings will be enhanced
to include the utilization of a checklist by the preparer and reviewer to
ensure that new accounting pronouncements and regulatory requirements are
incorporated in our filings. The discovery of the error in the recording of the repurchases of common stock
from our employees has affected, to some extent, the Companys previous
conclusion about the effectiveness of the design and operation of the Companys
disclosure controls and procedures. Management is of the view that this error
does not constitute a material weakness in the Companys internal control
over financial reporting identified by management. A material weakness is
defined, in the relevant accounting literature, as a reportable condition in
which the design or operation of one or more of the internal control components
does not reduce to a relatively low level the risk that misstatements caused by
errors or fraud in amounts that would be material in relation to the financial
statements being audited may occur and not be detected within a timely period
by employees in the normal course of performing their assigned functions. Although this error could constitute a significant deficiency, management has
considered the significance of the error (together with other reported errors)
in light of the financial statements taken as whole and believes that the error
does not evidence or constitute a material weakness in the Companys
disclosure controls and procedures. Other than the foregoing, there were no changes in the Companys internal
control over financial reporting during the Companys fiscal fourth quarter
ended June 30, 2003 that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting. 13




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##### Table of Contents



PART IV 
 Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. a. The following documents are filed as part of this report: 1.
    
    Exhibits Filed
 3.1
    
    
    Certificate of Incorporation of Koss Corporation.3.2
    
    
    By-Laws of Koss Corporation.4.1
    
    
    Certificate of Incorporation of Koss Corporation.4.2
    
    
    By-Laws of Koss Corporation.10.1
    
    
    Officer Loan Policy.10.3
    
    
    Supplemental Medical Care Reimbursement Plan.10.4
    
    
    Death Benefit Agreement with John C. Koss.10.5
    
    
    Stock Repurchase Agreement with John C. Koss.10.6
    
    
    Salary Continuation Resolution for John C. Koss.10.7
    
    
    1983 Incentive Stock Option Plan.10.8
    
    
    Assignment of Lease to John C. Koss.10.9
    
    
    Addendum to Lease.10.10
    
    
    1990 Flexible Incentive Plan.10.12
    
    
    Loan Agreement, effective as of February 17, 1995.10.13
    
    
    Amendment to Loan Agreement dated June 15, 1995,
effective as of February 17, 1995.10.14
    
    
    Amendment to Loan Agreement dated April 29, 1999.10.15
    
    
    Amendment to Loan Agreement dated December 15, 1999.10.16
    
    
    Amendment to Loan Agreement dated October 10, 2001.10.17
    
    
    License Agreement dated November 15, 1991
between Koss Corporation and Trabelco N.V. (a subsidiary of
Hagemeyer N.V.) for North America, Central America and South
America (including Amendment to License Agreement dated
November 15, 1991; Renewal Letter dated November 18, 1994; and
Second Amendment to License Agreement dated September 29,
1995).
 14




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##### Table of Contents



10.18
    
    
    License Agreement dated September 29, 1995
between Koss Corporation and Trabelco N.V. (a subsidiary of
Hagemeyer N.V.) for Europe (including First Amendment to
License Agreement dated December 26, 1995).10.19
    
    
    Third Amendment and Assignment of License
Agreement to Jiangsu Electronics Industries Limited dated
March 31, 1997.10.20
    
    
    Fourth Amendment to License Agreement dated as of May 29, 1998.10.21
    
    
    Fifth Amendment to License Agreement dated March 30, 2001.10.22
    
    
    Sixth Amendment to License Agreement dated August 15, 2001.10.23
    
    
    Seventh Amendment to License Agreement dated December 28, 2001.10.24
    
    
    Eighth Amendment to License Agreement dated July 31, 2002.10.25
    
    
    License Agreement dated June 30, 1998 between
Koss Corporation and Logitech Electronics Inc. (including
Addendum to License Agreement dated June 30, 1998).10.26
    
    
    Consent of Directors (Supplemental Executive
Retirement Plan for Michael J. Koss dated March 7, 1997).10.27
    
    
    Amendment to Lease.10.28
    
    
    Partial Assignment, Termination and Modification of Lease.10.29
    
    
    Restated Lease.21
    
    
    List of Subsidiaries of Koss Corporation.23
    
    
    Consent of PricewaterhouseCoopers LLP31
    
    
    Certification of Chief Executive Officer and
Chief Financial Officer required by Rule 13a-14(a) or
15d-14(a).32
    
    
    Certification of Chief Executive Officer and
Chief Financial Officer required by 18 U.S.C. Section 1350.
 b.     No reports on Form 8-K were filed by the Company during the last quarter of
the period covered by this report. 15




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##### Table of Contents



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K/A contains forward-looking statements within
the meaning of that term in the Private Securities Litigation Reform Act of
1995 (the Act) (Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934). Additional written or oral
forward-looking statements may be made by the Company from time to time in
filings with the Securities Exchange Commission, press releases, or otherwise.
Statements contained in this Form 10-K/A that are not historical facts are
forward-looking statements made pursuant to the safe harbor provisions of the
Act. Forward-looking statements may include, but are not limited to,
projections of revenue, income or loss and capital expenditures, statements
regarding future operations, anticipated financing needs, compliance with
financial covenants in loan agreements, plans for acquisitions or sales of
assets or businesses, plans relating to products or services of the Company,
assessments of materiality, predictions of future events, the effects of
pending and possible litigation, and assumptions relating to the foregoing. In
addition, when used in this Form 10-K/A, the words anticipates, believes,
or estimates, expects, intends, plans and variations thereof and
similar expressions are intended to identify forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified based on current expectations.
Consequently, future events and actual results could differ materially from
those set forth in, contemplated by, or underlying the forward-looking
statements contained in this Form 10-K/A, or in other Company filings, press
releases, or otherwise. In addition to the factors discussed in this Form
10-K/A, other factors that could contribute to or cause such differences
include, but are not limited to, developments in any one or more of the
following areas: future fluctuations in economic conditions, the receptivity
of consumers to new consumer electronics technologies, the rate and consumer
acceptance of new product introductions, competition, pricing, the number and
nature of customers and their product orders, production by third party
vendors, foreign manufacturing, sourcing and sales (including foreign
government regulation, trade and importation concerns), borrowing costs,
changes in tax rates, pending or threatened litigation and investigations, and
other risk factors which may be detailed from time to time in the Companys
Securities and Exchange Commission filings. Readers are cautioned not to place undue reliance on any forward-looking
statements contained herein, which speak only as of the date hereof. The
Company undertakes no obligation to publicly release the result of any
revisions to these forward-looking statements that may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unexpected events. 16




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##### Table of Contents



SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized. KOSS CORPORATIONBy: /s/ Michael J. Koss
    
    Dated: November 17, 2004Michael J. Koss,
Vice Chairman
President
Chief Executive Officer
Chief Operating Officer and
Chief Financial OfficerBy: /s/ Sujata Sachdeva
    
    Dated: November 17, 2004Sujata Sachdeva,
Vice President - Finance
Principal Accounting Officer
Secretary
 Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated: /s/ John C. Koss
    
    /s/ Michael J. KossJohn C. Koss, Director 
Dated: November 17, 2004
    
    Michael J. Koss, Director
Dated: November 17, 2004/s/ Martin F. Stein
    
    /s/ John J. StollenwerkMartin F. Stein, Director
Dated: November 17, 2004
    
    John J. Stollenwerk, Director
Dated: November 17, 2004/s/ Thomas L. Doerr
    
    /s/ Lawrence S. MattsonThomas L. Doerr, Director
Dated: November 17, 2004
    
    Lawrence S. Mattson, Director
Dated: November 17, 2004
 The signatures of the above directors constitute a majority of the Board of
Directors of Koss Corporation. 17




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##### Table of Contents



OFFICERS AND SENIOR MANAGEMENT John C. Koss
Chairman of the Board Michael J. Koss
Vice Chairman
President
Chief Executive Officer
Chief Operating Officer
Chief Financial Officer John C. Koss, Jr.
Vice President-Sales Sujata Sachdeva
Vice President-Finance/Secretary Jill McCurdy
Vice President-Product Development Lenore Lillie
Vice President-Operations Cheryl Mike
Vice President-Human Resources/Customer Relations Chris Gantz
Vice President - Communication Products Declan Hanley
Vice President-International Sales ANNUAL MEETING September 23, 2003  9:00a.m.
Milwaukee River Hilton Inn
4700 N. Port Washington Rd.
Milwaukee, WI 53212 INDEPENDENT AUDITORS PricewaterhouseCoopers LLP
Milwaukee, Wisconsin LEGAL COUNSEL General Counsel Hughes & Luce, L.L.P. Dallas, Texas DIRECTORS John C. Koss
Chairman of the Board
Koss Corporation 18




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##### Table of Contents



Thomas L. Doerr
President
Doerr Corporation Michael J. Koss
Vice Chairman, President
C.E.O. C.O.O., C.F.O.
Koss Corporation Lawrence S. Mattson
Retired President
Oster Company Martin F. Stein
Chairman
Eyecare One Inc. John J. Stollenwerk
President
Allen-Edmonds Shoe Corporation TRANSFER AGENT Questions regarding change of address,
stock transfer, lost certificate, or
Information on a particular account
should be directed in writing to: American Stock Transfer
& Trust Company
59 Maiden Lane
New York, NY 10038 16800 West Greenfield Avenue
Brookfield, WI 53005
Attn: Barbara Bahr
Shareholders Toll-free: 1-800-937-5449 19




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##### Table of Contents



EXHIBIT INDEX The Company will furnish a copy of any exhibit described below upon request and
upon reimbursement to the Company of its reasonable expenses of furnishing such
exhibit, which shall be limited to a photocopying charge of $0.25 per page and,
if mailed to the requesting party, the cost of first-class postage. Designation
    
    
    
    Incorporationof Exhibit
    
    Exhibit Title
    
    by Reference3.1
    
    
    Certificate of Incorporation of Koss Corporation, as in effect
on September 25, 1996.
    
    
    (1
    )3.2
    
    
    By-Laws of Koss Corporation, as in
effect on September 25, 1996.
    
    
    (2
    )4.1
    
    
    Certificate of Incorporation of Koss Corporation, as in effect
on September 25, 1996.
    
    
    (1
    )4.2
    
    
    By-Laws of Koss Corporation, as in
effect on September 25, 1996.
    
    
    (2
    )10.1
    
    
    Officer Loan Policy.
    
    
    (3
    )10.3
    
    
    Supplemental Medical Care Reimbursement Plan.
    
    
    (4
    )10.4
    
    
    Death Benefit Agreement with John C. Koss.
    
    
    (5
    )10.5
    
    
    Stock Purchase Agreement with John C. Koss.
    
    
    (6
    )10.6
    
    
    Salary Continuation Resolution for John C . Koss.
    
    
    (7
    )10.7
    
    
    1983 Incentive Stock Option Plan.
    
    
    (8
    )10.8
    
    
    Assignment of Lease to John C. Koss.
    
    
    (9
    )10.9
    
    
    Addendum to Lease.
    
    
    (10
    )10.10
    
    
    1990 Flexible Incentive Plan.
    
    
    (11
    )10.12
    
    
    Loan Agreement, effective as of February 17, 1995.
    
    
    (12
    )10.13
    
    
    Amendment to Loan Agreement dated June 15, 1995, effective as
of February 17, 1995.
    
    
    (13
    )10.14
    
    
    Amendment to Loan Agreement dated April 29, 1999.
    
    
    (14
    )10.15
    
    
    Amendment to Loan Agreement dated December 15, 1999.
    
    
    (15
    )10.16
    
    
    Amendment to Loan Agreement dated October 10, 2001.
    
    
    (16
    )10.17
    
    
    License Agreement dated November 15, 1991 between Koss
Corporation and Trabelco N.V. (a subsidiary of Hagemeyer N.V.)
for North America, Central America and South America
(including Amendment to License Agreement dated November 15,
1991; Renewal Letter dated November 18, 1994; and Second
Amendment to License Agreement dated September 29, 1995).
    
    
    (17
    )
 20




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##### Table of Contents



Designation
    
    
    
    Incorporationof Exhibit
    
    Exhibit Title
    
    by Reference10.18
    
    
    License Agreement dated September 29, 1995 between Koss
Corporation and Trabelco N.V. (a subsidiary of Hagemeyer N.V.)
for Europe (including First Amendment to License Agreement
dated December 26, 1995).
    
    
    (18
    )10.19
    
    
    Third Amendment and Assignment of License Agreement to Jiangsu
Electronics Industries Limited dated as of March 31, 1997.
    
    
    (19
    )10.20
    
    
    Fourth Amendment to License Agreement dated as of May 29, 1998.
    
    
    (20
    )10.21
    
    
    Fifth Amendment to License Agreement dated March 30, 2001.
    
    
    (21
    )10.22
    
    
    Sixth Amendment to License Agreement dated August 15, 2001.
    
    
    (22
    )10.23
    
    
    Seventh Amendment to License Agreement dated December 28, 2001.
    
    
    (23
    )10.24
    
    
    Eighth Amendment to License Agreement dated July 31, 2002.
    
    
    (24
    )10.25
    
    
    License Agreement dated June 30, 1998 between Koss Corporation
and Logitech Electronics Inc. (including Addendum to License
Agreement dated June 30, 1998).
    
    
    (25
    )10.26
    
    
    Consent of Directors (Supplemental Executive Retirement Plan
for Michael J. Koss dated March 7, 1997).
    
    
    (26
    )10.27
    
    
    Amendment to Lease.
    
    
    (27
    )10.28
    
    
    Partial Assignment, Termination and Modification of Lease.
    
    
    (28
    )10.29
    
    
    Restated Lease.
    
    
    (29
    )21
    
    
    List of Subsidiaries of Koss Corporation.
    
    
    (30
    )23
    
    
    Consent of PricewaterhouseCoopers LLP.
    
    
    (31
    )31
    
    
    Certification of Chief Executive Officer and Chief Financial
Officer required by Rule 13a-14(a) or 15d-14(a).
    
    
    (31
    )32
    
    
    Certification of Chief Executive Officer and Chief Financial
Officer required by 18 U.S.C. Section 1350.
    
    
    (31
    )
 (1
    )
    
    Incorporated by reference from Exhibit 3.1 to the Companys Annual Report on Form
10-K for the year ended June 30, 1996 (Commission File No. 0-3295)(2
    )
    
    Incorporated by reference from Exhibit 3.2 to the Companys Annual Report on Form
10-K for the year ended June 30, 1996 (Commission File No. 0-3295)(3
    )
    
    Incorporated by reference from Exhibit 10.1 to the Companys Annual Report on
Form 10-K for the year ended June 30, 1996 (Commission File No. 0-3295)
 21




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##### Table of Contents



(4
    )
    
    Incorporated by reference from Exhibit 10.3 to the Companys Annual Report on
Form 10-K for the year ended June 30, 1996 (Commission File No. 0-3295)(5
    )
    
    Incorporated by reference from Exhibit 10.4 to the Companys Annual Report on
Form 10-K for the year ended June 30, 1996 (Commission File No. 0-3295)(6
    )
    
    Incorporated by reference from Exhibit 10.5 to the Companys Annual Report on
Form 10-K for the year ended June 30, 1996 (Commission File No. 0-3295)(7
    )
    
    Incorporated by reference from Exhibit 10.6 to the Companys Annual Report on
Form 10-K for the year ended June 30, 1996 (Commission File No. 0-3295)(8
    )
    
    Incorporated by reference from Exhibit 10.7 to the Companys Annual Report on
Form 10-K for the year ended June 30, 1996 (Commission File No. 0-3295)(9
    )
    
    Incorporated by reference from Exhibit 10.7 to the Companys Annual Report on
Form 10-K for the year ended June 30, 1988 (Commission File No. 0-3295)(10
    )
    
    Incorporated by reference from Exhibit 10.8 to the Companys Annual Report on
Form 10-K for the year ended June 30, 1988 (Commission File No. 0-3295)(11
    )
    
    Incorporated by reference from Exhibit 25 to the Companys Annual Report on Form
10-K for the year ended June 30, 1990 (Commission File No. 0-3295)(12
    )
    
    Incorporated by reference from Exhibit 10 to the Companys Quarterly Report on
Form 10-Q for the quarter ended March 31, 1995 (Commission File No. 0-3295)(13
    )
    
    Incorporated by reference from Exhibit 10.13 to the Companys Annual Report on
Form 10-K for the year ended June 30, 1995 (Commission File No. 0-3295)(14
    )
    
    Incorporated by reference from Exhibit 10.14 to the Companys Annual Report on
Form 10-K for the year ended June 30, 1999 (Commission File No. 0-3295)(15
    )
    
    Incorporated by reference from Exhibit 10.15 to the Companys Annual Report on
Form 10-K for the year ended June 30, 2000 (Commission File No. 0-3295)(16
    )
    
    Incorporated by reference from Exhibit 10.16 to the Companys Annual Report on
Form 10-K for the year ended June 30, 2002 (Commission File No. 0-3295)(17
    )
    
    Incorporated by reference from Exhibit 10.14 to the Companys Annual Report on
Form 10-K for the year ended June 30, 1996 (Commission File No. 0-3295)(18
    )
    
    Incorporated by reference from Exhibit 10.15 to the Companys Annual Report on
Form 10-K for the year ended June 30, 1996 (Commission File No. 0-3295)(19
    )
    
    Incorporated by reference from Exhibit 10.1 to the Companys Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997 (Commission File No. 0-3295)(20
    )
    
    Incorporated by reference from Exhibit 10.17 to the Companys Annual Report on
Form 10-K for the year ended June 30, 1998 (Commission File No. 0-3295)(21
    )
    
    Incorporated by reference from the sole Exhibit to the Companys Quarterly Report
on Form 10-Q for the quarter ended March 31, 2001 (Commission File No. 0-3295)
 22




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##### Table of Contents



(22
    )
    
    Incorporated by reference from Exhibit 10.21 to the Companys Annual Report on
Form 10-K for the year ended June 30, 2001 (Commission File No. 0-3295)(23
    )
    
    Incorporated by reference from Exhibit 10.23 to the Companys Quarterly Report on
Form 10-Q for the quarter ended December 31, 2001 (Commission File No. 0-3295)(24
    )
    
    Incorporated by reference from Exhibit 10.24 to the Companys Annual Report on
Form 10-K for the year ended June 30, 2002 (Commission File No. 0-3295)(25
    )
    
    Incorporated by reference from Exhibit 10.18 to the Companys Annual Report on
Form 10-K for the year ended June 30, 1998 (Commission File No. 0-3295)(26
    )
    
    Incorporated by reference from Exhibit 10.2 to the Companys Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997 (Commission File No. 0-3295)(27
    )
    
    Incorporated by reference from Exhibit 10.22 to the Companys Annual Report on
Form 10-K for the year ended June 30, 2000 (Commission File No. 0-3295)(28
    )
    
    Incorporated by reference from Exhibit 10.25 to the Companys Annual Report on
Form 10-K for the year ended June 30, 2001 (Commission File No. 0-3295)(29
    )
    
    Incorporated by reference from Exhibit 10.26 to the Companys Annual Report on
Form 10-K for the year ended June 30, 2001 (Commission File No. 0-3295)(30
    )
    
    Incorporated by reference from Exhibit 22 to the Companys Annual Report on Form
10-K for the year ended June 30, 1988 (Commission File No. 0-3295)(31
    )
    
    Filed herewith
 23