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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 Form 10-Q/A Amendment No. 1 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended September 30, 2003
 OR o
    
    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
    
    39-1168275(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 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 o Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES o            NO x At September 30, 2003, there were 3,767,929 shares outstanding of the
registrants common stock, $0.005 par value per share. 1 of 21




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KOSS CORPORATION AND SUBSIDIARIES
FORM 10-Q/A
September 30, 2003 INDEX  
 PagePART I
    
    FINANCIAL INFORMATIONItem 1
    
    Financial Statements
    
    
    4Condensed
Consolidated Balance Sheets (Unaudited)
September 30, 2003 and June 30, 2003
    
    
    4Condensed Consolidated Statements
of Income (Unaudited)
Three months endedSeptember 30, 2003 and 2002
    
    
    5Condensed Consolidated Statements of Cash
Flows (Unaudited)
Three months endedSeptember 30, 2003 and 2002
    
    
    6Notes to Condensed Consolidated Financial
Statements (Unaudited) September 30, 2003
    
    
    7-8Item 2
    
    Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    8-11Item 3
    
    Quantitative and Qualitative Disclosures
About Market Risk
    
    
    11Item 4
    
    Controls and Procedures
    
    
    11-12PART II
    
    OTHER INFORMATIONItem 4
    
    Submission of Matters to a Vote of Security-Holders
    
    
    13Item 6
    
    Exhibits and Reports on Form 8-K
    
    
    13Certification Pursuant to Rule 13a-14(a)Certification Pursuant to 18 U.S.C. Section 1350
  2 of 21




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EXPLANATORY NOTE Koss Corporation (the Company) is filing this Amendment No. 1 on Form 10-Q/A
to its original Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2003 (the Original Report). Subsequent to the filing of the Original Report, the Company determined to
change reported financial results for the period from June 2001 until June 2003 when
the Company concluded that
some previously reported transactions should be accounted for as employee
compensation expense rather than as treasury stock transactions pursuant to FIN
44: Accounting for Certain Transactions Involving Stock Compensation an
interpretation of APB Opinion No. 25 (FIN 44). The Company had previously
accounted for these transactions as an acquisition of treasury stock, whereas
under FIN 44, the Company will treat the expenditures to acquire stock
purchased directly from Company employees who held the stock for less than six
months as a compensation expense. The change has no effect on cash and has the
following effects on the Companys previously announced financial results to be
disclosed in Amendment No. 1 on Form 10-K/A filed by the Company for the fiscal
year ended June 30, 2003:  
    
    A cumulative increase in the Companys paid in capital of $1,997,913 at June 30, 2003.
    
    A cumulative reduction in the Companys retained earnings of $1,310,226 at June 30, 2003.
    
    A reduction in the Companys tax liability of $687,687 at June 30, 2003.
    
    Reductions in reported net income for the fiscal year ended June
30, 2001 from $5,687,521 to $5,183,143, for the fiscal year ended June
30, 2002, from $5,041,343 to $4,587,259, and for the fiscal year ended
June 30, 2003 from $4,521,175 to $4,169,411.
    
    Reductions in reported diluted earnings per share for the fiscal
year ended June 30, 2001 from $1.28 to $1.16, for the fiscal year ended
June 30, 2002, from $1.28 to $1.17, and for the fiscal year ended June
30, 2003 from $1.18 to $1.08, to reflect booking the acquisition of the
repurchased shares as employee compensation expense. The change does not affect the current fiscal years operations, or the net
income reported during the first two quarters of the current fiscal year ending
June 30, 2004. The change is reflected in this Form 10-Q/A on the Companys
balance sheet set forth in Item 1.  Financial Statements as a decrease in
taxes payable of $687,687 and an increase in stockholders investment of
$687,687. The change is also reflected in Item 2.  Managements Discussion
and Analysis of Financial Condition and Results of Operations. Certifications
of certain executive officers as of the date of this amendment have also been
updated. This Form 10-Q/A is hereby amended, as described above, and for
convenience of reference is restated in its entirety as set forth herein. This amended quarterly report continues to speak as of the original date of the
original quarterly report and unless as otherwise noted, the Company has not
updated the disclosure in this amended quarterly report to speak as of a later
date. 3 of 21




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PART I
FINANCIAL INFORMATION 
 Item 1. Financial Statements. KOSS CORPORATION AND SUBSIDIARIES 
 CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) September 30, 2003
    
    June 30, 2003(Restated)
    
    (Restated)ASSETSCurrent assets:Cash
    
    $
    1,546,931
    
    
    $
    1,557,104Accounts receivable
    
    
    8,886,277
    
    
    
    8,695,553Income taxes receivable
    
    
    
    
    
    
    181,871Inventories
    
    
    8,316,576
    
    
    
    7,333,772Other current assets
    
    
    1,346,675
    
    
    
    1,240,383Total current assets
    
    
    20,096,459
    
    
    
    19,008,683Property and equipment, net
    
    
    1,803,100
    
    
    
    1,923,817Other assets
    
    
    2,831,840
    
    
    
    2,854,318$
    24,731,399
    
    
    $
    23,786,818LIABILITIES AND STOCKHOLDERS INVESTMENTCurrent liabilities:Accounts payable
    
    $
    3,442,011
    
    
    $
    2,793,550Accrued liabilities
    
    
    1,419,124
    
    
    
    1,499,043Income taxes payable
    
    
    410,201
    
    
    
    Dividends payable
    
    
    492,431
    
    
    
    488,856Total current liabilities
    
    
    5,763,767
    
    
    
    4,781,449Deferred compensation
    
    
    1,014,167
    
    
    
    1,014,167Contingently redeemable equity interest
    
    
    1,490,000
    
    
    
    1,490,000Stockholders investment
    
    
    16,463,465
    
    
    
    16,501,202$
    24,731,399
    
    
    $
    23,786,818
 See accompanying notes. 4 of 21




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KOSS CORPORATION AND SUBSIDIARIES 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) Three Months Ended September 30,
    
    2003
    
    2002Net sales
    
    $
    9,164,691
    
    
    $
    8,954,978Cost of goods sold
    
    
    5,667,046
    
    
    
    5,424,221Gross profit
    
    
    3,497,645
    
    
    
    3,530,757Selling, general and
administrative expense
    
    
    2,029,734
    
    
    
    1,880,652Income from operations
    
    
    1,467,911
    
    
    
    1,650,105Other income (expense):Royalty income
    
    
    190,325
    
    
    
    163,961Interest income
    
    
    4,420
    
    
    
    4,279Interest expense
    
    
    
    
    
    
    (11,290
    )Income before income tax provision
    
    
    1,662,656
    
    
    
    1,807,055Provision for income taxes
    
    
    642,152
    
    
    
    706,277Net income
    
    $
    1,020,504
    
    
    $
    1,100,778Earnings per common share:Basic
    
    $
    0.27
    
    
    $
    0.30Diluted
    
    $
    0.26
    
    
    $
    0.29Dividends per common share
    
    $
    0.13
    
    
    $
    0.13
 See accompanying notes. 5 of 21




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KOSS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) Three Months Ended September 30,
    
    2003
    
    2002CASH FLOWS FROM OPERATING
ACTIVITIES:Net income
    
    $
    1,020,504
    
    
    $
    1,100,778Adjustments to reconcile net
income to net cash provided
by operating activities:Depreciation and amortization
    
    
    175,333
    
    
    
    150,069Deferred compensation
    
    
    
    
    
    
    (26,436
    )Net changes in operating assets and
liabilities
    
    
    (111,161
    )
    
    
    18,020Net cash provided by operating
activities
    
    
    1,084,676
    
    
    
    1,242,431CASH FLOWS FROM INVESTING
ACTIVITIES:Acquisition of equipment
    
    
    (37,681
    )
    
    
    (106,993
    )Net cash used in investing activities
    
    
    (37,681
    )
    
    
    (106,993
    )CASH FLOWS FROM FINANCING ACTIVITIES:Dividends paid
    
    
    (488,856
    )
    
    
    (440,466
    )Purchase of common stock
    
    
    (877,500
    )
    
    
    Exercise of stock options
    
    
    309,188
    
    
    
    Net cash used in financing
activities
    
    
    (1,057,168
    )
    
    
    (440,466
    )Net (decrease) increase in cash
    
    
    (10,173
    )
    
    
    694,972Cash at beginning of period
    
    
    1,557,104
    
    
    
    1,052,364Cash at end of period
    
    $
    1,546,931
    
    
    $
    1,747,336
 See accompanying notes. 6 of 21




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KOSS CORPORATION AND SUBSIDIARIES
September 30, 2003
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)  1.
    
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTSThe financial statements presented herein are based on interim amounts.
In the opinion of management, all adjustments (consisting only of normal
recurring accruals) necessary to present fairly the financial position,
results of operations and cash flows at September 30, 2003 and for all
periods presented have been made. The income from operations for the
quarter ended September 30, 2003 is not necessarily indicative of the
operating results for the full year.Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted. It is suggested that these condensed consolidated financial
statements be read in conjunction with the financial statements and notes
thereto included in the Registrants June 30, 2003, Annual Report on Form
10-K for the year ended June 30, 2003, which the Company has stated it will amend.Certain balances contained in the June 30, 2003 financial statements have been reclassified to be consistent with the December 31, 2003 presentation.2.
    
    EARNINGS PER COMMON SHAREBasic earnings per common share are computed based on the weighted
average number of common shares outstanding. The weighted average number
of common shares outstanding for the quarters ending September 30, 2003
and 2002 were 3,766,093 and 3,855,625, respectively. When dilutive,
stock options are included as share equivalents using the treasury stock
method. Common stock equivalents of 139,928 and 185,071 related to stock
option grants were included in the computation of the average number of shares
outstanding for diluted earnings per common share for the quarters
ended September 30, 2003 and 2002, respectively.3.
    
    INVENTORIESThe classification of inventories is as follows: September 30, 2003
    
    June 30, 2003Raw materials and
work in process
    
    $
    3,019,598
    
    
    $
    3,039,272Finished goods
    
    
    6,306,564
    
    
    
    5,304,0869,326,162
    
    
    
    8,343,358LIFO reserve
    
    
    (1,009,586
    )
    
    
    (1,009,586
    )$
    8,316,576
    
    
    $
    7,333,772
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4.
    
    STOCK PURCHASE AGREEMENTThe Company has an agreement with its Chairman to repurchase Company
common stock from his estate (only upon the election of the 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 $2,500,000 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 the 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. At September 30, 2003 and June 30, 2003,
$1,490,000 has been classified as a Contingently Redeemable Equity
Interest reflecting the estimated obligation in the event of execution of
the agreement.5.
    
    RECENTLY ISSUED FINANCIAL ACCOUNTING PRONOUNCEMENTSDuring 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. We do not anticipate the adoption of this
statement to have a material impact on our consolidated financial
statements, as we are not currently a party to derivative financial
instruments included in this standard.During May 2003, the FASB issued SFAS 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 adoption of this
statement did not have a material effect on the Companys consolidated financial
statements.6.
    
    DIVIDENDS DECLAREDOn September 29, 2003, the Company declared a quarterly cash dividend of
$0.13 per share for stockholders of record on September 30, 2003 to be
paid October 15, 2003. Such dividend payable has been recorded at
September 30, 2003.7.
    
    STOCK BASED COMPENSATION The Company adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 148, Accounting for Stock-Based Compensation 
Transition and Disclosure. SFAS No. 148 provides alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, SFAS No. 148 amends the
disclosure requirement of SFAS No. 123, Accounting for Stock-Based
Compensation, to require more prominent and more frequent disclosures in
financial statements of the effects of stock-based compensation. The Company maintains stock option plans for certain of its directors, officers
and key employees and accounts for these plans under the recognition and
measurement principles of Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees. The effect on net income and earnings per share had the Company applied the
fair value recognition provisions of SFAS No. 123 is presented below: Three Months EndedSeptember 30, 2003
    
    September 30, 2002Net income, as reported
    
    $
    1,020,504
    
    
    $
    1,100,778Less: stock-based compensation expense
determined based on the fair value, net of tax
    
    
    (118,660
    )
    
    
    (106,556
    )Pro forma net income
    
    $
    901,844
    
    
    $
    994,222Diluted net income per share:As reported
    
    $
    0.26
    
    
    $
    0.29Pro forma
    
    $
    0.23
    
    
    $
    0.25Basic net income per share:As reported
    
    $
    0.27
    
    
    $
    0.30Pro forma
    
    $
    0.24
    
    
    $
    0.26
 
 Item 2. 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, and for the three months
ended September 30, 2003 as discussed in the Introductory Note to this Form
10-Q/A. Financial Condition, Liquidity and Capital Resources Cash provided by operating activities during the three months ended September
30, 2003 amounted to $1,084,676. This was a result of net income for the
period adjusted for changes in operating assets and liabilities, primarily
related to increases in accounts receivable, inventories, accounts payable and
income taxes payable. 8 of 21




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Capital expenditures for new equipment (including production tooling) were
$37,681 for the quarter. Budgeted capital expenditures for fiscal year 2004
are $1,573,000. The Company expects to generate sufficient funds through
operations to fund these expenditures. Stockholders investment decreased to $16,463,465 at September 30, 2003, from
$16,501,202 at June 30, 2003. The decrease reflects the effect of the exercise
of stock options, purchase and retirement of common stock, offset by net income
and dividends declared. The Company amended its existing credit facility in October 2003, extending the
maturity date of the unsecured line of credit to November 1, 2004. This 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 common 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
Company uses its credit facility from time to time, although there was no
utilization of this credit facility at September 30, 2003 or June 30, 2003. 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 have approved increases in the stock repurchase program. The most
recent increase was for an additional $2,000,000 in January 2003, for a 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. For the quarter ended September 30, 2003, the Company purchased 45,000 shares
of its common stock at a net price of $13.59 per share, for a total net
purchase price of $611,325. From the commencement of the Companys stock repurchase program through
September 30, 2003, the Company has purchased a total of 4,969,180 shares for a
total gross purchase price of $40,655,545, (representing an average gross
purchase price of $8.18 per share) and a total net purchase price of
$36,030,060 (representing an average net purchase price of $7.25 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. The Company also has an Employee Stock Ownership Plan and Trust (ESOP)
pursuant to which shares of the Companys stock are purchased by the ESOP for
allocation to the accounts of ESOP participants. For the quarter ended
September 30, 2003, the ESOP purchased 3,633 shares of the Companys stock. Results of Operations Net sales for the first quarter ended September 30, 2003 were $9,164,691
compared with $8,954,978 for the same period in 2002, an increase of $209,713.
The increase is primarily due to the contribution to sales by the acquired
Addax, now renamed BiAudio. 9 of 21




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Gross profit as a percent of net sales decreased to 38% for the quarter ended
September 30, 2003 compared with 39% in the prior year, as a result of a lower
rate of overhead absorption. Selling, general and administrative expenses for the quarter ended September
30, 2003 were $2,029,734 or 22% of net sales, compared to $1,880,652 or 21% of
net sales for the same period in 2002. This was due to the Company
experiencing higher sales commission for the quarter. For the first quarter ended September 30, 2003, income from operations was
$1,467,911 versus $1,650,105 for the same period in the prior year. Effective July 1, 1998, the Company entered into a License Agreement and an
Addendum thereto with Logitech Electronics Inc. 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. The Company has a License Agreement with Jiangsu Electronics Industries
Limited, 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 Electronics has agreed to meet certain minimum royalty amounts each
year. The products covered by this License Agreement include various consumer
electronics products. 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. Royalty income for the quarter ended September 30, 2003 was $190,325, compared
to $163,961 for the quarter ended September 30, 2002. The provision for income taxes was $642,152 and $706,277 for the quarter ended
September 30, 2003 and 2002, respectively. The effective tax rate was 39% for
each quarter. On September 29, 2003, the Company declared a quarterly cash dividend of $0.13
per share payable on October 15, 2003 to stockholders of record on September
30, 2003, which is recorded as dividends payable. 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. We do
not anticipate the adoption of this statement to have a material impact on our
consolidated financial statements, as we are not currently a party to
derivative financial instruments included in this standard. 10 of 21




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During May 2003, the FASB issued SFAS 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 adoption of this statement did not have a material effect
on the Company's consolidated financial statements. 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk. In managements opinion, the Company does not engage in any material risk
sensitive activities and does not have any market risk sensitive instruments,
other than the Companys commercial credit facility used for working capital
purposes and stock repurchases. 
 Item 4. Controls and Procedures. The Companys management, including the Chief Executive Officer/Chief Financial
Officer, evaluated the Companys disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14(c) and 15d-14(c)) as of the end of the period covered by this report and concluded that the Companys disclosure controls and procedures
were effective. There were no significant changes in the Companys internal
controls or in other factors that could significantly affect these controls,
including any corrective actions with regard to significant deficiencies and
material weaknesses subsequent to the date of their evaluation. Management,
including the Chief Executive Officer/Chief Financial Officer, periodically
reviews the Companys internal controls for effectiveness and plans to conduct
quarterly evaluations of its disclosure controls and procedures. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Form 10-Q/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-Q/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-Q/A, the words anticipates, believes, 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-Q/A, or in other Company filings, press
releases, or otherwise. In addition to the factors discussed in this Form
10-Q/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 11 of 21




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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. 12 of 21




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PART II
OTHER INFORMATION 
 Item 4 Submission of Matters to Vote of Security-Holders  (a)
    
    On September 23, 2003 an Annual Meeting of
Stockholders was held.(b)
    
    Proxies for the election of directors were
solicited pursuant to Regulation 14. There was no
solicitation in opposition to managements nominees, and all
such nominees were elected.(c)
    
    There were 3,760,429 shares of common stock
eligible to vote at the Annual Meeting, of which 3,573,092
shares were present at the Annual Meeting in person or by
proxy, which constituted a quorum. The following is a summary
of the results of the voting: Number of Votes
    
    BrokerFor
    
    Withheld
    
    Non-VotesNominees for 1-year
terms ending in 2004:John C. Koss
    
    
    3,565,192
    
    
    
    7,900
    
    
    
    0Thomas L. Doerr
    
    
    3,564,984
    
    
    
    8,108
    
    
    
    0Michael J. Koss
    
    
    3,565,174
    
    
    
    7,918
    
    
    
    0Lawrence S. Mattson
    
    
    3,564,884
    
    
    
    8,208
    
    
    
    0Martin F. Stein
    
    
    3,564,884
    
    
    
    8,208
    
    
    
    0John J. Stollenwerk
    
    
    3,564,884
    
    
    
    8,208
    
    
    
    0
 Number of Votes
    
    BrokerFor
    
    Against
    
    Abstain
    
    Non-VotesAppointment of
PricewaterhouseCoopers
LLP
as independent auditors
for the year ended
June 30, 2004
    
    
    3,566,783
    
    
    
    5,709
    
    
    
    600
    
    
    
    0
 
 Item 6 Exhibits and Reports on Form 8-K  (a)
    
    Exhibits FiledSee Exhibit Index attached hereto.(b)
    
    Reports on Form 8-KNo reports on Form 8-K were filed by the Company during the
period covered by this report. 13 of 21




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Signatures Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized. KOSS CORPORATION Date: February 16, 2004
    /s/ Michael J. KossMichael J. KossVice Chairman, President,
Chief Executive Officer,
Chief Financial OfficerDate: February 16, 2004
    /s/ Sue SachdevaSue SachdevaVice President--Finance
Secretary 14 of 21




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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
    )
 15 of 21




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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
    )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)
    
    
    (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 between Koss
Corporation and Jiangsu Electronics Industries Limited
dated as of May 29, 1998
    
    
    (20
    )10.21
    
    Fifth Amendment to License Agreement between Koss
Corporation and Jiangsu Electronics Industries Limited
dated March 30, 2001
    
    
    (21
    )10.22
    
    Sixth Amendment to License Agreement between Koss
Corporation and Jiangsu Electronics Industries Limited
dated August 15, 2001
    
    
    (22
    )10.23
    
    Seventh Amendment to License Agreement between Koss
Corporation and Jiangsu Electronics Industries Limited
dated December 28, 2001
    
    
    (23
    )10.24
    
    Eighth Amendment to License Agreement between Koss
Corporation and Jiangsu Electronics Industries Limited
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
    
    Amendment and Extension Agreement between Koss
Corporation and Logitech Electronics Inc. dated May 1,
2001
    
    
    (26
    )10.27
    
    Consent of Directors (Supplemental Executive
Retirement Plan for Michael J. Koss dated
March 7, 1997)
    
    
    (27
    )10.28
    
    Amendment to Lease
    
    
    (28
    )
 16 of 21




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##### Table of Contents



10.29
    
    Partial Assignment, Termination and Modification of
Lease
    
    
    (29
    )10.30
    
    Restated Lease
    
    
    (30
    )31.1
    
    Certification pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934
    
    (Filed and
attached hereto)32.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
    
    (Furnished and
attached hereto)


(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)(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)
 17 of 21




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##### Table of Contents



(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)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.(12)
    
    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 Quarterly
Report on Form 10-Q for the quarter ended December 31, 2001 (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 Exhibit 10.1 to the Companys Quarterly
Report on Form 10-Q for the quarter ended March 31, 2001 (Commission File
No. 0-3295)(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)
 18 of 21




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(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 10.3 to the Companys Quarterly
Report on Form 10-Q for the quarter ended March 31, 2001 (Commission File
No. 0-3295)(27)
    
    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)(28)
    
    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)(29)
    
    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)(30)
    
    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)
 19 of 21