UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

VOXX INTERNATIONAL CORPORATION

(Name of Issuer)

 

Class A Common Stock, $.01 Par Value

(Title of Class of Securities)

 

91829F104

(CUSIP Number)

 

Beat M. Kahli

c/o Avalon Park Group

3680 Avalon Park Blvd., Suite 300

Orlando, FL 32828

(407) 658-6565

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

April 3, 2020

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

     
 

 

SCHEDULE 13D

 

CUSIP No. 91829F104   Page 2 of 9

 

1

 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Beat M. Kahli

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)

 

x

 
 

 

 

 

(b)

 

o

 

 

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

  WC

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Switzerland

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

  1,999,024 (1)

 

8

 

SHARED VOTING POWER

  0

 

9

 

SOLE DISPOSITIVE POWER

  1,999,024 (1)

 

10

 

SHARED DISPOSITIVE POWER

  0

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,999,024 (1)

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)

 

x

 

 

  (SEE INSTRUCTIONS)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  9.2% (2)

 

14

 

TYPE OF REPORTING PERSON

  IN

 

(1) Beat M. Kahli beneficially owns 83,037 shares of Voxx International Corporation (the “Issuer”) Class A Common Stock (“Class A Shares”) through Avalon Park International, LLC, a limited liability company solely owned by Mr. Kahli, and 1,915,987 Class A Shares through Kahli Holding AG (“Kahli Holding”), a company of which Mr. Kahli is the controlling shareholder. Jill Kahli, the wife of Mr. Kahli, is the only other shareholder of Kahli Holding.
(2) Based on 21,707,180 Class A Shares issued and outstanding as of January 8, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2019.

 

     
 

 

SCHEDULE 13D

 

CUSIP No. 91829F104   Page 3 of 9

 

1

 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 84-3730393

 

Avalon Park International, LLC

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)

 

x

 
 

 

 

 

(b)

 

o

 

 

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

  WC

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Florida

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

  83,037 (1)

 

8

 

SHARED VOTING POWER

  0

 

9

 

SOLE DISPOSITIVE POWER

  83,037 (1)

 

10

 

SHARED DISPOSITIVE POWER

  0

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

83,037 (1)

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)

 

x

 

 

  (SEE INSTRUCTIONS)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.4% (2)

 

14

 

TYPE OF REPORTING PERSON

  OO

 

(1) Avalon Park International, LLC (“Avalon Park”) holds 83,037 shares of Voxx International Corporation (the “Issuer”) Class A Common Stock (the “Class A Shares”). All of the Class A Shares held by Avalon Park may be deemed to be beneficially owned by Beat M. Kahli as the sole member of Avalon Park.
(2) Based on 21,707,180 Class A Shares issued and outstanding as of January 8, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2019.

 

     
 

 

SCHEDULE 13D

 

CUSIP No. 91829F104   Page 4 of 9

 

1

 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) None

 

Kahli Holding AG

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)

 

x

 
 

 

 

 

(b)

 

o

 

 

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

  WC

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Switzerland

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

  1,915,987 (1)

 

8

 

SHARED VOTING POWER

  0

 

9

 

SOLE DISPOSITIVE POWER

  1,915,987 (1)

 

10

 

SHARED DISPOSITIVE POWER

  0

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,915,987 (1)

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)

 

x

 

 

  (SEE INSTRUCTIONS)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  8.8% (2)

 

14

 

TYPE OF REPORTING PERSON

  CO

 

(1) Kahli Holding AG (“Kahli Holding”) holds 1,915,987 shares of Voxx International Corporation (the “Issuer”) Class A Common Stock (the “Class A Shares”). All of the Class A Shares held by Kahli Holding may be deemed to be beneficially owned by Beat M. Kahli as the controlling shareholder of Kahli Holding. Jill Kahli, wife of Mr. Kahli, is the only other shareholder of Kahli Holding.
(2) Based on 21,707,180 Class A Shares issued and outstanding as of January 8, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2019.

 

     
 

 

Page 5 of 9

 

Item 1. Security and Issuer

 

The statement of Schedule 13D relates to the Class A Common Stock of Voxx International Corporation (the "Issuer"). The principle offices of the Issuer are located at 2351 J Lawson Blvd., Orlando, FL 32824.

 

Item 2. Identity and Background.

 

a) This statement is being filed jointly by Beat M. Kahli, Avalon Park International, LLC (“Avalon Park”), a limited liability company organized under the laws of the State of Florida, and Kahli Holding AG (“Kahli Holding”), a company organized under the laws of Switzerland (collectively, the “Reporting Persons”).

 

b) The business addresses of the Reporting Persons are:

 

Mr. Kahli: 3680 Avalon Park Blvd., Suite 300, Orlando, FL 32828
Avalon Park: 3680 Avalon Park Blvd., Suite 300, Orlando, FL 32828
Kahli Holding: Riesbachstrasse 57, 8008 Zurich-Switzerland

 

c) Mr. Kahli, a natural person, is the founder, President and CEO of Avalon Park Group; is the sole member of Avalon Park; and is the controlling shareholder of Kahli Holding.

 

Avalon Park is a limited liability company organized under the laws of the State of Florida. Avalon Park is a private investment entity that seeks appreciation of its assets for the benefit of its owner.

 

Kahli Holding is a company organized under the laws of Switzerland. Kahli Holding is a private investment entity that seeks appreciation of its assets for the benefit of its owner.

 

d) Nothing to report for any of the Reporting Persons.

 

e) Nothing to report for any of the Reporting Persons.

 

f) Mr. Kahli is a citizen of Switzerland.

 

Item 3. Source and Amount of Funds or Other Considerations

 

Mr. Kahli holds 83,037 Class A Shares through Avalon Park and 1,915,987 Class A Shares through Kahli Holding. All of these Class A Shares were purchased using funds from the working capital of Avalon Group and Kahli Holding. Neither Avalon Park nor Kahli Holding purchased any Class A Shares using borrowed funds.

 

     
 

 

Page 6 of 9

 

Item 4. Purpose of Transaction

 

The Reporting Persons acquired the Class A Shares for investment purposes. The Reporting Persons will continue to evaluate their investment in the Class A Shares and may further purchase, hold, vote, trade, dispose or otherwise deal in the Class A Shares, or enter into any hedging or similar transaction with respect to, the Class A Shares, at times and in such manner as they may deem advisable. Any such transactions, if they occur at all, may take place at any time and without prior notice. As part of their evaluation, the Reporting Persons will continue to monitor and assess the Issuer’s assets, liabilities, capital structure, operating performance, business prospects, market valuation and other related matters, as well as prevailing market conditions, alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations. Consistent with their evaluation criteria, the Reporting Persons may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, industry participants, investment and financing professionals, sources of credit and other investors. The Reporting Persons may also take other actions with respect to their respective investment in the Issuer as they deem appropriate, including, without limitation, seeking board representation, making proposals to the Issuer concerning changes to the operations, strategy, capitalization, governance or ownership structure of the Issuer, or changing their intentions with respect to any and all matters referred to in this Item 4. Notwithstanding anything to the contrary herein, the Reporting Persons specifically reserve the right to change their intentions with respect to any or all of such matters.

 

Except as set forth herein, the Reporting Persons have no current intention, plan or proposal with respect to items (a) through (j) of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer

 

a) See items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number of shares and percentage of Class A Shares beneficially owned by each of the Reporting Persons as of April 13, 2020.

 

b) See items 7 through 10 of the cover pages to this Schedule 13D for the number of Class A Shares beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition as of April 13, 2020.

 

c) During the period February 13, 2020 through April 13, 2020, the Reporting Persons have affected the following purchases of Class A Shares:

 

Purchaser Trade
Date
Amount of Shares Price per Share Where/How Effected
Avalon Park International, LLC 3/26/2020 825 $2.61 Open Market
Avalon Park International, LLC 3/26/2020 400 $2.60 Open Market
Avalon Park International, LLC 3/26/2020 2,204 $2.64 Open Market
Avalon Park International, LLC 3/26/2020 1,000 $2.64 Open Market
Avalon Park International, LLC 3/26/2020 2,001 $2.64 Open Market
Avalon Park International, LLC 3/26/2020 298 $2.65 Open Market
Avalon Park International, LLC 3/26/2020 200 $2.64 Open Market
Avalon Park International, LLC 3/26/2020 1 $2.63 Open Market
Avalon Park International, LLC 3/26/2020 1,102 $2.65 Open Market
Avalon Park International, LLC 3/26/2020 1,500 $2.68 Open Market
Avalon Park International, LLC 3/26/2020 1,100 $2.72 Open Market
Avalon Park International, LLC 3/26/2020 1,100 $2.72 Open Market
Avalon Park International, LLC 3/26/2020 300 $2.71 Open Market
Avalon Park International, LLC 3/26/2020 1,900 $2.68 Open Market
Avalon Park International, LLC 3/26/2020 100 $2.65 Open Market
Avalon Park International, LLC 3/26/2020 793 $2.70 Open Market
Avalon Park International, LLC 3/26/2020 207 $2.69 Open Market

 

     
 

 

Page 7 of 9

 

Avalon Park International, LLC 3/26/2020 1,506 $2.70 Open Market
Avalon Park International, LLC 3/26/2020 1,177 $2.80 Open Market
Avalon Park International, LLC 3/26/2020 823 $2.79 Open Market
Avalon Park International, LLC 3/26/2020 1,000 $2.80 Open Market
Avalon Park International, LLC 3/26/2020 1,000 $2.80 Open Market
Avalon Park International, LLC 3/26/2020 2,000 $2.79 Open Market
Avalon Park International, LLC 3/26/2020 1,684 $2.80 Open Market
Avalon Park International, LLC 3/26/2020 616 $2.79 Open Market
Avalon Park International, LLC 3/30/2020 5,000 $3.00 Open Market
Avalon Park International, LLC 3/30/2020 1,000 $3.11 Open Market
Avalon Park International, LLC 3/30/2020 1,000 $3.17 Open Market
Avalon Park International, LLC 3/30/2020 1,000 $3.17 Open Market
Avalon Park International, LLC 3/30/2020 1,000 $3.17 Open Market
Avalon Park International, LLC 3/30/2020 2,000 $3.20 Open Market
Avalon Park International, LLC 3/30/2020 2,000 $3.20 Open Market
Avalon Park International, LLC 3/30/2020 2,000 $3.20 Open Market
Avalon Park International, LLC 3/30/2020 2,000 $3.16 Open Market
Avalon Park International, LLC 3/30/2020 10,000 $3.20 Open Market
Avalon Park International, LLC 3/30/2020 3,000 $3.20 Open Market
Avalon Park International, LLC 3/30/2020 3,000 $3.20 Open Market
Avalon Park International, LLC 3/30/2020 3,000 $3.20 Open Market
Avalon Park International, LLC 3/30/2020 3,000 $3.19 Open Market
Avalon Park International, LLC 3/30/2020 3,000 $3.20 Open Market
Avalon Park International, LLC 3/30/2020 3,000 $3.20 Open Market
Avalon Park International, LLC 3/30/2020 3,000 $3.19 Open Market
Avalon Park International, LLC 3/30/2020 2,000 $3.14 Open Market
Avalon Park International, LLC 3/31/2020 1,000 $2.85 Open Market
Avalon Park International, LLC 3/31/2020 3,000 $2.85 Open Market
Avalon Park International, LLC 3/31/2020 1,200 $2.89 Open Market
Avalon Park International, LLC 3/31/2020 2,000 $2.84 Open Market
Avalon Park International, LLC 3/31/2020 1,000 $2.85 Open Market
Kahli Holding AG 02/20/20 28,839 $3.79 Open Market
Kahli Holding AG 02/20/20 9,833 $3.77 Open Market
Kahli Holding AG 02/21/20 11,328 $3.82 Open Market
Kahli Holding AG 02/26/20 50,000 $3.67 Open Market
Kahli Holding AG 03/02/20 50,000 $3.62 Open Market
Kahli Holding AG 03/03/20 17,295 $3.68 Open Market
Kahli Holding AG 03/04/20 32,705 $3.74 Open Market
Kahli Holding AG 03/12/20 18,216 $2.91 Open Market
Kahli Holding AG 03/13/20 6,784 $2.97 Open Market
Kahli Holding AG 03/16/20 5,000 $3.03 Open Market
Kahli Holding AG 03/24/20 48,217 $2.00 Open Market
Kahli Holding AG 03/25/20 33,960 $2.24 Open Market

 

     
 

 

Page 8 of 9

 

Kahli Holding AG 03/26/20 21,936 $2.53 Open Market
Kahli Holding AG 03/27/20 7,953 $2.69 Open Market
Kahli Holding AG 03/30/20 34,717 $2.80 Open Market
Kahli Holding AG 03/31/20 50,000 $3.02 Open Market
Kahli Holding AG 04/01/20 42,417 $2.85 Open Market
Kahli Holding AG 04/02/20 100,000 $3.45 Open Market
Kahli Holding AG 04/02/20 85,811 $3.09 Open Market
Kahli Holding AG 04/03/20 100,000 $3.51 Open Market
Kahli Holding AG 04/06/20 103,969 $3.83 Open Market
Kahli Holding AG 04/07/20 325,000 $4.24 Open Market
Kahli Holding AG 04/08/20 300,000 $4.07 Open Market
Kahli Holding AG 04/09/20 182,007 $4.20 Open Market

 

d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Class A Shares.

 

e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The individuals named below are employees and/or affiliates of the Reporting Persons and hold the number of Class A Shares set forth opposite their respective names.

 

Andreas Derzsi: 2,600 Class A Shares
Augustine M. Fragala, III: 30,000 Class A Shares
Richard Kunz: 34,890 Class A Shares

 

The Reporting Persons disclaim beneficial ownership of all Class A Shares held by such individuals.

 

Item 7. Material to Be Filed as Exhibits

 

99.1 Joint Filing Agreement required by Rule 13d-1(k)(1)

 

     
 

 

Page 9 of 9

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Dated : April 13, 2020

 

 

 /s/ Beat M. Kahli  
Beat M. Kahli  
   
AVALON PARK INTERNATIONAL, LLC  
   
   
By:   /s/ Beat M. Kahli  
Beat M. Kahli, President  
   
KAHLI HOLDING AG  
   
   
By:   /s/ Beat M. Kahli  
Beat M. Kahli, President  

 

 

 

 

 

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned.

 

Dated: April 13, 2020

 

   /s/ Beat M. Kahli
  Beat M. Kahli
   
  AVALON PARK INTERNATIONAL, LLC
   
   
  By:   /s/ Beat M. Kahli
  Beat M. Kahli, President
   
  KAHLI HOLDING AG
   
   
  By:   /s/ Beat M. Kahli
  Beat M. Kahli, President