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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

October 7, 2004 (October 6, 2004)

Koss Corporation


(Exact name of registrant as specified in its charter)
         
Delaware

  0-3295

  39-1168275

(State or other
Jurisdiction of
Incorporation)
  (Commission File
Number)
  (IRS Employer
Identification No.)

4129 North Port Washington Avenue, Milwaukee, Wisconsin 53212


(Address of principal executive offices) (Zip code)

(414) 964-5000


(Registrant’s telephone number, including area code)

Not Applicable


(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
  o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
  o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14D-2(b))
 
  o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


TABLE OF CONTENTS

Items 2.02 & 7.01  Results of Operations and Financial Condition and Regulation FD Disclosure.
Item 9.01.  Financial Statements and Exhibits.
SIGNATURES
INDEX TO EXHIBITS
Press Release


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Items 2.02 & 7.01   Results of Operations and Financial Condition and Regulation FD Disclosure.

     On October 6, 2004, Koss Corporation issued a press release announcing its financial results for the quarter ended September 30, 2004. A copy of the press release is being furnished as Exhibit 99.1 to this Form 8-K.

     The information in this report is being furnished (i) pursuant to Item 2.02 Results of Operations and Financial Condition, and (ii) pursuant to Regulation FD. In accordance with General Instructions B.2 and B.6 of Form 8-K, the information in this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1934, as amended. The furnishing of the information set forth in this report is not intended to, and does not, constitute a determination or admission as to the materiality or completeness of such information.

Item 9.01.   Financial Statements and Exhibits.

  (c)   Exhibits
 
  99.1   Press Release dated October 6, 2004, announcing financial results for the quarter ended September 30, 2004 (furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and not deemed incorporated by reference in any filing under the Securities Act of 1934, as amended).

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SIGNATURES

     Pursuant to the requirements 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.

         
Dated: October 7, 2004   KOSS CORPORATION
    By:   /s/ Michael J. Koss

Michael J. Koss
Chief Executive Officer,
President and Chief Financial Officer

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INDEX TO EXHIBITS

         
Exhibit    
Number
  Description
  99.1    
Press Release dated October 6, 2004, announcing financial results for the quarter ended September 30, 2004 (furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and not deemed incorporated by reference in any filing under the Securities Act of 1934, as amended).

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