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Form SC 13D/A VOXX International Corp Filed by: Kahli Beat

November 28, 2022 7:01 AM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 20)

 

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

3801 Avalon Park East Blvd., Suite 400

Orlando, FL 32828

(407) 658-6565

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

 

November 25, 2022

(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 8

 

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

 

6,250,000 (1)

 

8

 

SHARED VOTING POWER

  0

 

9

 

SOLE DISPOSITIVE POWER

 

6,250,000 (1)

 

10

 

SHARED DISPOSITIVE POWER

  0

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,250,000 (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)

  28.8% (2)

 

14

 

TYPE OF REPORTING PERSON

  IN

 

(1) Beat M. Kahli beneficially owns 800,000 shares of Voxx International Corporation (the “Issuer”) Class A Common Stock (“Class A Shares”) through Avalon Park International, LLC, a limited liability company solely controlled by Mr. Kahli, and 5,450,000 Class A Shares through Avalon Park Group Holding AG (“Avalon Holding”), a company formerly known as Kahli Holding AG, of which Mr. Kahli is the controlling shareholder. Jill Kahli, the wife of Mr. Kahli, is the only other shareholder of Avalon Holding.
(2)Based on 21,675,966 Class A Shares issued and outstanding as of October 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2022.

 

   
 

 

SCHEDULE 13D

 

CUSIP No. 91829F104   Page 3 of 8

 

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

 

800,000 (1)

 

8

 

SHARED VOTING POWER

  0

 

9

 

SOLE DISPOSITIVE POWER

 

800,000 (1)

 

10

 

SHARED DISPOSITIVE POWER

  0

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

800,000 (1)

 

12

 

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

 

o

 

 

  (SEE INSTRUCTIONS)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  3.7% (2)

 

14

 

TYPE OF REPORTING PERSON

  OO

 

(1)Avalon Park International, LLC (“Avalon Park”) holds 800,000 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 manager and controlling member of Avalon Park.
(2)Based on 21,675,966 Class A Shares issued and outstanding as of October 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2022.

 

   
 

 

SCHEDULE 13D

 

CUSIP No. 91829F104   Page 4 of 8

 

1

 

NAME OF REPORTING PERSON

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

 

Avalon Park Group 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

 

5,450,000 (1)

 

8

 

SHARED VOTING POWER

  0

 

9

 

SOLE DISPOSITIVE POWER

 

5,450,000 (1)

 

10

 

SHARED DISPOSITIVE POWER

  0

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,450,000 (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)

 

25.1% (2)

 

14

 

TYPE OF REPORTING PERSON

  CO

 

(1) Avalon Park Group Holding AG, a company formerly known as Kahli Holding AG (“Avalon Holding”), holds 5,450,000 shares of Voxx International Corporation (the “Issuer”) Class A Common Stock (the “Class A Shares”). All of the Class A Shares held by Avalon Holding may be deemed to be beneficially owned by Beat M. Kahli as the controlling shareholder of Avalon Holding. Jill Kahli, wife of Mr. Kahli, is the only other shareholder of Avalon Holding.
(2)Based on 21,675,966 Class A Shares issued and outstanding as of October 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2022.

 

   
Page 5 of 8

 

Introduction

 

This constitutes Amendment No. 20 to the statement on Schedule 13D filed on behalf of Beat M. Kahli, Avalon Park International, LLC and Kahli Holding AG, now known as Avalon Park Group Holding AG, dated as of April 13, 2020 (the “Statement”), relating to the Class A Common Stock, $0.01 par value per share (“Class A Shares”), of Voxx International Corporation. The purpose of this Amendment No. 20 is to report an increase in the number of Class A Shares held by the Reporting Persons.

 

Item 1. Security and Issuer

 

The Statement on 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 Avalon Park Group Holding AG (“Avalon Holding”), a company organized under the laws of Switzerland formerly known as Kahli Holding AG (collectively, the “Reporting Persons”).

 

b)The business addresses of the Reporting Persons are:

 

Mr. Kahli:  

3801 Avalon Park East Blvd., Suite 400, Orlando, FL 32828

Avalon Park:  

3801 Avalon Park East Blvd., Suite 400, Orlando, FL 32828

Avalon 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 manager and controlling member of Avalon Park; and is the controlling shareholder of Avalon Holding. Mr. Kahli has been a director of the Issuer since he was elected on July 29, 2021. On July 19, 2022, Mr. Kahli was appointed as a Co-Vice Chairman of the Board of the Issuer.

 

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 owners.

 

Avalon Holding is a company organized under the laws of Switzerland formerly known as Kahli Holding AG. Avalon Holding is a private investment entity that seeks appreciation of its assets for the benefit of its owners. Kahli Holding AG changed its name to Avalon Park Group Holding AG.

 

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 800,000 Class A Shares through Avalon Park and 5,450,000 Class A Shares through Avalon Holding. All of these Class A Shares were purchased using funds from the working capital of Avalon Park and Avalon Holding. Neither Avalon Park nor Avalon Holding purchased any Class A Shares using borrowed funds.

 

   
Page 6 of 8

 

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.

 

On April 29, 2021, GalvanEyes LLC (“GalvanEyes”), an affiliate of the Reporting Persons of which Beat Kahli serves as a Managing Member and holds a controlling membership interest, entered into a distribution agreement (the “Distribution Agreement”) with EyeLock LLC (“Eyelock”), a subsidiary of the Issuer. The effectiveness of the Distribution Agreement was subject to the satisfaction of certain closing conditions including the approval of the Issuer’s stockholders, which approval was obtained at the Issuer’s annual meeting of shareholders held on July 29, 2021. Pursuant to the Distribution Agreement, EyeLock granted to GalvanEyes the right to be the exclusive distributor of EyeLock products in certain specified markets and other markets with EyeLock’s consent.

 

Mr. Kahli has been a director of the Issuer since he was elected at the Issuer’s annual meeting of shareholders held on July 29, 2021. On July 19, 2022, Mr. Kahli was appointed as a Co-Vice Chairman of the Board of the Issuer.

 

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 November 25, 2022.

 

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 November 25, 2022.

 

c) During the period September 26, 2022 through November 25, 2022, 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 10/14/2022 16,161 $6.95 Open Market
Avalon Park International, LLC 10/17/2022 25,000 $6.84 Open Market
Avalon Park International, LLC 10/18/2022 25,000 $7.24 Open Market
Avalon Park International, LLC 10/19/2022 25,000 $7.22 Open Market
Avalon Park International, LLC 10/20/2022 25,000 $7.52 Open Market
Avalon Park International, LLC 10/21/2022 16,029 $7.79 Open Market
Avalon Park International, LLC 10/24/2022 2,810 $8.29 Open Market
Avalon Park Group Holding AG 10/24/2022 16,161 $8.39 Open Market
Avalon Park Group Holding AG 10/28/2022 15,000 $8.81 Open Market
Avalon Park Group Holding AG 10/31/2022 11,091 $9.16 Open Market
Avalon Park Group Holding AG 11/01/2022 23,909 $9.63 Open Market
Avalon Park Group Holding AG 11/02/2022 25,000 $9.79 Open Market
Avalon Park Group Holding AG 11/03/2022 25,000 $9.85 Open Market
Avalon Park Group Holding AG 11/04/2022 25,000 $9.82 Open Market
Avalon Park International, LLC 11/04/2022 15,000 $9.88 Open Market
Avalon Park Group Holding AG 11/07/2022 25,000 $10.13 Open Market
Avalon Park Group Holding AG 11/08/2022 25,000 $10.11 Open Market
Avalon Park Group Holding AG 11/09/2022 25,000 $10.20 Open Market
Avalon Park Group Holding AG 11/10/2022 21,715 $10.71 Open Market
Avalon Park Group Holding AG 11/11/2022 25,000 $10.92 Open Market
Avalon Park Group Holding AG 11/14/2022 19,355 $10.57 Open Market
Avalon Park Group Holding AG 11/15/2022 13,603 $10.99 Open Market
Avalon Park Group Holding AG 11/16/2022 10,327 $10.93 Open Market
Avalon Park Group Holding AG 11/17/2022 10,000 $10.42 Open Market
Avalon Park Group Holding AG 11/18/2022 10,000 $10.49 Open Market
Avalon Park Group Holding AG 11/21/2022 10,000 $10.47 Open Market
Avalon Park Group Holding AG 11/22/2022 10,000 $10.77 Open Market
Avalon Park Group Holding AG 11/23/2022 10,000 $11.05 Open Market
Avalon Park Group Holding AG 11/25/2022 10,000 $10.99 Open Market

 

   
Page 7 of 8

 

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.

 

Avalon Park Group Management, Inc., Avalon Park International LLC and Avalon Park Group Holding AG (formerly known as Kahli Holding AG), affiliates of Beat M. Kahli (collectively, “Avalon”) entered into a Standstill Agreement, dated November 2, 2020, with the Issuer on customary terms, pursuant to which, among other customary provisions, Avalon agreed not to (a) purchase, offer or agree to purchase, sell, offer or agree to sell or trade in any outstanding equity securities of the Issuer or any rights or options to purchase any such securities, whether by direct purchase, merger or otherwise; or (b) form, join or in any way participate in a group in connection with any of the foregoing. The foregoing description of the Standstill Agreement is qualified in its entirety by reference to such agreement filed as an Exhibit to this Statement as set forth in Item 7. Material to be Filed as Exhibits. The Standstill Agreement terminated on April 15, 2021.

 

Item 7. Material to Be Filed as Exhibits

 

99.1Joint Filing Agreement required by Rule 13d-1(k)(1), as filed April 13, 2020.

 

99.2Standstill Agreement, made and entered into as of November 2, 2020, by and among Voxx International Corporation and Avalon Park Group Management, Inc., Avalon Park International, LLC and Kahli Holding AG, as filed with Amendment No. 11 to the Statement on November 3, 2020.

 

   
Page 8 of 8

 

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:November 25, 2022

 

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

 

 

 

 

 



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