================================================================================
As filed with the Securities and Exchange Commission on October 31, 2003.
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KOSS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 39-1168275
- ------------------------------ ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4129 NORTH PORT WASHINGTON AVENUE
MILWAUKEE, WISCONSIN 53212
(414) 964-5000
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive offices)
---------------
Michael J. Koss
Chief Executive Officer and President
4129 North Port Washington Avenue
Milwaukee, Wisconsin 53212
(414) 964-5000
(Name, address, and telephone number,
including area code, of agent for service)
---------------
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
===================================================================================================================================
TITLE OF SHARES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock,
$0.005 par value 19,875(2) $16.96(3) $337,080.00(3) $27.27
===================================================================================================================================
</Table>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) This registration statement is being used to register 19,875 shares of
common stock that have been issued to the selling stockholders pursuant to
provisions of the Asset Purchase Agreement described herein.
(3) Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, based upon the average of the high and low prices on October 29,
2003, as reported by the Nasdaq National Market.
----------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
----------
The information in this prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
KOSS CORPORATION
19,875 SHARES
Common Stock
------------------------------------
We are registering for resale pursuant to this prospectus 19,875
shares of our common stock that we have issued to the selling stockholders named
in this prospectus. The offering of shares of our common stock under this
prospectus is being made by the selling stockholders only. It is not part of an
original issuance by us of shares of our common stock. Accordingly, all of the
net proceeds from the sale of shares of our common stock offered under this
prospectus will go to the selling stockholders who offer and decide to sell
their shares.
Our common stock is quoted on the Nasdaq and trades under the symbol
"KOSS." On October 29, 2003, the closing price of one share of our common stock,
as reported on the Nasdaq, was $17.30. The selling stockholders may offer their
shares of our common stock in transactions on the Nasdaq Stock Market's National
Market, in negotiated transactions, through a combination of these methods or in
any other legal way. The selling stockholders may offer their shares of our
common stock at prevailing market prices, at prices related to market prices, at
fixed prices that may change or at privately negotiated prices. See below under
the caption "Plan of Distribution."
------------------------------------
AN INVESTMENT IN SHARES OF OUR COMMON STOCK INVOLVES RISK.
YOU SHOULD CAREFULLY CONSIDER THE RISKS WE DESCRIBE UNDER THE CAPTION
"RISK FACTORS" BEGINNING ON PAGE 3.
------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR
ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON
THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------------
The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of shares of our common stock offered under this
prospectus.
No dealer, salesman or any other person has been authorized to give
any information or to make any representations in connection with this offering
other than those contained in this prospectus and, if given or made, such other
information and representations must not be relied upon as having been
authorized by us or the selling stockholders. This prospectus does not
constitute an offer to sell, or a solicitation of any offer to buy, any
securities other than the registered securities to which it relates. This
prospectus does not constitute an offer to sell, or a solicitation of any offer
to buy, such securities in any circumstances or jurisdiction in which such offer
or solicitation is unlawful.
This prospectus is dated October ____, 2003.
TABLE OF CONTENTS
<Table>
SUMMARY.............................................3
RISK FACTORS........................................3
WHERE YOU CAN FIND MORE INFORMATION.................4
DOCUMENTS INCORPORATED BY REFERENCE.................5
SELLING STOCKHOLDERS................................6
PLAN OF DISTRIBUTION................................7
USE OF PROCEEDS.....................................7
LEGAL MATTERS.......................................7
EXPERTS.............................................7
INDEMNIFICATION.....................................7
</Table>
2
SUMMARY
We are registering for resale pursuant to this prospectus 19,875
shares of our common stock that we have issued pursuant to an Asset Purchase
Agreement, dated effective as of May 1, 2003, among us, Addax Sound Company, a
Delaware corporation, and the stockholders of Addax. Pursuant to the Asset
Purchase Agreement, we acquired substantially all of the assets of Addax, a
developer and manufacturer of hands-free communication devices, including
proprietary headsets and off-the-body communication systems. Under the Asset
Purchase Agreement, we issued shares of our common stock to Addax for subsequent
distribution to the stockholders of Addax as consideration for the acquisition
of the assets of Addax. We are registering 19,875 shares of our common stock for
resale under this prospectus to cover the 19,875 shares referred to above. The
selling stockholders can use this prospectus to sell some or all of the shares
of our common stock they received pursuant to the Asset Purchase Agreement.
Although we will not receive any of the proceeds from the selling
stockholders' sale of their shares, we have agreed to and will pay for the costs
of registering the shares covered by this prospectus, other than commissions,
fees and discounts of underwriters, brokers, dealers and agents, if any.
We design, develop, manufacture and market stereo headphones and
related accessory products. We have been involved in the stereo headphones
business since 1971. We are a Delaware corporation. Our principal executive
offices are located at 4129 North Port Washington Avenue, Milwaukee, Wisconsin
53212, and our telephone number is (414) 964-5000.
RISK FACTORS
You should carefully consider the following risk factors before you
decide to buy our common stock. If any of these risks actually occur, our
business, financial condition, operating results or cash flows could be
materially adversely affected. This could cause the trading price of our common
stock to decline, and you could lose part or all of your investment.
CASH FLOW
Our primary source of liquidity over the past twelve months has been operating
cash flows. Our future cash flows from operations (on both a short term and long
term basis) are dependent upon, but not limited to:
o our ability to attract new and retain existing customers,
o the volume of sales for these customers,
o the loss of business of one or more primary customers,
o changes in sales mix,
o the volume of royalty income,
o changes in general economic conditions,
o management's effectiveness in managing the manufacturing
process, and
o the ability to collect in full and in a timely manner, amounts
due to us.
ATTRACTING AND RETAINING CUSTOMERS
We are dependent upon our ability to retain existing and obtain new customers as
well as develop new product lines for these customers. Our failure to retain
existing customers, obtain new customers or develop new product lines could
significantly affect our future profitability. The loss of business of one or
more principal customers or a change
3
in the sales volume from a particular customer could have a material adverse
effect on our sales volume and profitability.
PROFIT MARGINS
Due to the range of products that we sell, the product sales mix can produce a
range of profit margins. Some businesses in which we operate produce lower
profit margins than others.
ECONOMIC CONDITIONS
Deteriorating or weak economic conditions, including retail slowdowns at both
the domestic or foreign level, could affect our future sales and profitability.
We are not in a position to determine how it will be affected by these
circumstances, how extensive the effects may be, or for how long it may be
impacted by these circumstances.
MANAGEMENT
Our management's effectiveness in managing our manufacturing processes will have
a direct impact on our future profitability. We regularly make decisions that
affect production schedules, shipping schedules, employee level, and inventory
levels. Our effectiveness in managing these areas could have an effect on future
profitability.
ACCOUNTS RECEIVABLE
We have significant accounts receivable or other amounts due from our customers
or other parties. From time to time, certain of these accounts receivable or
other amounts due have become unusually large and/or overdue, and on occasion we
have taken significant write-offs relating to accounts receivable. The failure
of our customers to pay in full amounts due to us could affect future
profitability.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC"). Our
SEC filings are available to the public over the Internet at the SEC's website
at http://www.sec.gov. You may also read and copy any document we file with the
SEC at its public reference facilities at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference facilities. Our SEC filings are also available
at the office of the Nasdaq National Market. For further information on
obtaining copies of our public filings from the Nasdaq National Market, please
call 212-656-5060.
We intend to furnish our stockholders with annual reports containing
audited consolidated financial statements and other periodic reports as we may
determine or as may be required by law.
This prospectus constitutes a part of a registration statement on
Form S-3 that we have filed with the SEC under the Securities Act of 1933, as
amended (the "Securities Act"). This prospectus does not contain all information
included in the registration statement. Certain parts of the registration
statement have been omitted in accordance with the rules and regulations of the
SEC. For further information, please refer to the registration statement, which
can be inspected on the SEC's web site or at the public reference rooms at the
offices of the SEC.
4
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" certain information
and reports that we file with it. Accordingly, this prospectus incorporates by
reference the following documents previously filed by us with the SEC pursuant
to the Securities Act and the Securities and Exchange Act of 1934, as amended
(the "Exchange Act"), and these documents are deemed a part of this prospectus:
(i) our latest Annual Report on Form 10-K, which contains audited
financial statements for the fiscal year ended June 30, 2003;
(ii) our Current Report on Form 8-K filed on October 8, 2003; and
(ii) a description of our common stock contained in the registration
statement filed pursuant to Section 12 of the Exchange Act, including any
amendment or reports filed for the purpose of updating such description.
All of the documents that we file with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus
and before the termination of the offering relating to this prospectus will be
deemed to be incorporated by reference in this prospectus and to constitute a
part of this prospectus from the date that such documents are filed with the
SEC. For purposes of this prospectus, any statement that is incorporated or
deemed to be incorporated by reference in this prospectus will be deemed to be
modified, replaced, or superseded by a statement contained in this prospectus or
contained in any other subsequently filed document that also is or is deemed to
be incorporated by reference in this prospectus. Such modified or superseded
statement will be deemed, except as so modified or superseded, to constitute a
part of this prospectus.
You may request, at no cost, copies of any or all of the documents
incorporated by reference in this prospectus (other than the exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
the information that this prospectus incorporates) by writing or telephoning us
at:
Koss Corporation
4129 North Port Washington Avenue
Milwaukee, Wisconsin 53212
Attn: Investor Relations
Telephone: (414) 964-5000
5
SELLING STOCKHOLDERS
The shares of our common stock to be sold pursuant to the offering
were acquired by the selling stockholders in connection with our acquisition of
Addax Sound Company, as described in this prospectus. The table below sets forth
information with respect to the beneficial ownership of the common stock by
selling stockholders immediately prior to this offering and as adjusted to
reflect the sale of all of the shares of common stock registered under this
registration statement pursuant to the offering. All information with respect to
the beneficial ownership has been furnished by the selling stockholders.
<Table>
<Caption>
Number of Shares Beneficially Shares Being Number of Shares Beneficially
Name of Beneficial Owner Owned Prior to Offering Offered(1) Owned After Offering(1)
- ------------------------ ----------------------------- ------------ -----------------------------
Christopher Gantz(2) 15,900 15,900 0
Emanuel Winston 3,975 3,975 0
Total 19,875 19,875 0
</Table>
(1) Assumes that the selling stockholders offer for sale all 19,875 shares
of common stock that may be offered under this prospectus.
(2) Christopher Gantz has been Vice President-Communication Products for
the Company since May 2003.
6
PLAN OF DISTRIBUTION
The shares of common stock are being registered to permit public
secondary trading of such common stock by the holders thereof from time to time
after the date of this prospectus. The sale of the common stock offered by this
prospectus may be effected from time to time directly, or by one or more
broker-dealers or agents, in one or more transactions (which may involve block
transactions) on the Nasdaq (or other national securities exchange or quotation
services on which the common stock may be listed or quoted at the time of sale)
or otherwise. Such common stock may be sold in one or more negotiated
transactions, or through a combination of such methods of distribution, at
prices related to prevailing market prices, fixed prices, varying prices
determined at the time of sale or at negotiated prices.
In the event one or more broker-dealers or agents agree to sell the
common stock, they may do so by purchasing the common stock as principals or by
selling the common stock as agent for the selling stockholders. Any such
broker-dealers or agents may receive compensation in the form of discounts,
concessions or commissions from the selling stockholders or the purchasers of
the shares of common stock for which such broker-dealer or agent may act as
agent or to whom they may sell as principal, or both (which compensation as to a
particular broker-dealer or agent may be in excess of customary compensation).
The selling stockholders will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder, which provisions may
limit the timing of purchases and sales of the common stock by the selling
stockholders. The foregoing may affect the marketability of the common stock.
In order to comply with certain states' securities laws, if applicable,
the common stock will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states, the common stock may not be sold
unless the common stock has been registered or qualified for sale in such state
or an exemption from registration or qualification is available and is complied
with.
USE OF PROCEEDS
We will not receive any proceeds from the offering.
LEGAL MATTERS
The validity of the common stock offered by this prospectus will be
passed upon for us by Hughes & Luce, LLP in Dallas, Texas.
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference to the Annual Report on Form 10-K for the fiscal year ended June
30, 2003 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent auditors, given on the authority of such
firm as experts in auditing and accounting.
INDEMNIFICATION
Under Section 145 of the General Corporate Law of the State of
Delaware, we have broad power to indemnify our directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act. Our bylaws also provide for indemnification of our directors,
officers, employees and agents, if such person acted in good faith and in a
manner believed to be in and not opposed to our best interests, and, with
respect to any criminal action or proceeding, the indemnified party had no
reason to believe his or her conduct was unlawful.
Our restated certificate of incorporation provides that the liability
of our directors for monetary damages shall be indemnified in accordance with
and to the fullest extent permissible under Delaware law. Pursuant to
7
Delaware law, and our restated certificate of incorporation, this includes
elimination of liability for monetary damages for breach of the directors'
fiduciary duty to us and our stockholders. These provisions do not eliminate the
directors' duty of care and, in appropriate circumstances, equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to us, for acts or
omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for any transaction from which the director derived an
improper personal benefit, and for payment of dividends or approval of stock
repurchases or redemptions that are unlawful under Delaware law. The provision
also does not affect a director's responsibilities under any other laws, such as
the federal securities laws or state or federal environmental laws.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.
We have obtained a policy of directors' and officers' liability
insurance that insures our directors and officers against the cost of defense,
settlement or payment of a judgment up to certain limits.
8
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<Table>
<Caption>
Registration fee $ 27.27
Accounting fees and expenses 2,000*
Legal fees and expenses 5,000*
Miscellaneous expenses 3,000*
------------
Total: $ 10,027.27*
</Table>
- ----------
* Estimated
We will pay all of the above expenses.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Consistent with the Delaware General Corporation law, our Certificate
of Incorporation includes a provision eliminating or limiting director liability
to us or our stockholders for monetary damages arising from certain acts or
omissions in the director's capacity as a director. In addition, we maintain
insurance on behalf of our directors and executive officers insuring them
against any liability asserted against them in their capacities as directors or
officers or arising out of such status.
ITEM 16. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page II-5 of this registration statement, which Index is
incorporated herein by reference.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
II-1
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(e) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin, on October 31, 2003.
KOSS CORPORATION
By: /s/ Michael J. Koss
-----------------------------
Michael J. Koss
Vice Chairman, President,
Chief Executive Officer,
Chief Operating Officer,
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:
<Table>
<Caption>
Signature Title Date
--------- ----- ----
/s/ Michael J. Koss Vice Chairman, President, October 31, 2003
- -------------------------------- Chief Executive Officer,
Michael J. Koss Chief Operating Officer,
Chief Financial Officer
/s/ Sujata Sachdeva Vice President - Finance, October 31, 2003
- -------------------------------- Principal Accounting Officer
Sujata Sachdeva
/s/ John C. Koss Director of Koss Corporation October 31, 2003
- -------------------------------
John C. Koss
/s/ Martin F. Stein Director of Koss Corporation October 31, 2003
- ------------------------------
Martin F. Stein
/s/ Thomas L. Doerr Director of Koss Corporation October 31, 2003
- ------------------------------
Thomas L. Doerr
/s/ Michael J. Koss Director of Koss Corporation October 31, 2003
- ------------------------------
Michael J. Koss
/s/ John J. Stollenwerk Director of Koss Corporation October 31, 2003
- ------------------------------
John J. Stollenwerk
/s/ Lawrence S. Mattson Director of Koss Corporation October 31, 2003
- ------------------------------
Lawrence S. Mattson
</Table>
II-3
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Michael J. Koss and Sujata Sachdeva his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him or her and in his or her name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, any and all supplemental registration statements
(including post-effective amendments), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the SEC, and hereby
grants to such attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement or amendment thereto has been signed by the following persons in the
capacities and on the dates indicated:
<Table>
<Caption>
Signature Title Date
--------- ----- ----
/s/ Michael J. Koss Vice Chairman, President, October 31, 2003
- ------------------------------- Chief Executive Officer,
Michael J. Koss Chief Operating Officer,
Chief Financial Officer
/s/ Sujata Sachdeva Vice President - Finance, October 31, 2003
- ------------------------------- Principal Accounting Officer
Sujata Sachdeva
/s/ John C. Koss Director of Koss Corporation October 31, 2003
- -------------------------------
John C. Koss
/s/ Martin F. Stein.. Director of Koss Corporation October 31, 2003
- -------------------------------
Martin F. Stein
/s/ Thomas L. Doerr.. Director of Koss Corporation October 31, 2003
- -------------------------------
Thomas L. Doerr
/s/ Michael J. Koss.. Director of Koss Corporation October 31, 2003
- -------------------------------
Michael J. Koss
/s/ John J. Stollenwerk Director of Koss Corporation October 31, 2003
- -------------------------------
John J. Stollenwerk
/s/ Lawrence S. Mattson Director of Koss Corporation October 31, 2003
- -------------------------------
Lawrence S. Mattson
</Table>
INDEX TO EXHIBITS
<Table>
<Caption>
Exhibit
Number Description of Exhibits
- ------ -----------------------
*5.1 Opinion of Hughes & Luce, LLP
*23.1 Consent of Hughes & Luce, LLP (included in Exhibit 5.1)
*23.2 Consent of PricewaterhouseCoopers LLP
*24.1 Power of Attorney (included in Part II of this registration statement)
</Table>
- ---------------
* Filed herewith.
II-5