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IFON > SEC Filings for IFON > Form 8-K on 13-Jun-2013All Recent SEC Filings

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Form 8-K for INFOSONICS CORP


13-Jun-2013

Costs Associated with Exit or Disposal Activities, Notice of Delisting or Failure


Item 2.05. Costs Associated with Exit or Disposal Activites.

On June 9, 2013 InfoSonics Corporation (the "Company") determined to consolidate its R&D activities in its office in Shenzhen, China and reduce its Beijing workforce by 17 employees as part of its efforts to reduce operating expenses and improve operational efficiency. We will, however, continue to maintain our legal presence in Beijing. We expect these actions to be completed by June 30, 2013. Severance costs related to the terminated employees are estimated to be $130,000, which will be recorded and paid in the second quarter of 2013. We have also incurred other costs related to the closure in the amount of $7,750. We estimate that these actions will result in annual savings of approximately $500,000.



Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 12, 2013 the Company received notification from the Nasdaq Stock market indicating that the Company was granted an additional 180 day period to regain compliance with Nasdaq Rule 5550(a)(2) that requires listed securities to maintain a minimum bid price of $1.00 per share. The Company now has until December 9, 2013 to regain compliance by demonstrating that the bid price of the Company's common stock closes at $1.00 per share or more for a minimum of ten consecutive business days.



Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2013 Annual Meeting of Stockholders of the Company was held on June 10, 2013. The final results of voting for each matter submitted to a vote of stockholders at the meeting are as follows:

Proposal 1: Election of Directors.

                            For          Against       Withheld       Broker Non-Votes
      Joseph Ram          6,001,864       391,627          2,120              5,477,550
      Randall P. Marx     5,936,989       454,981          3,641              5,477,550
      Robert S. Picow     5,969,089       422,881          3,641              5,477,550
      Kirk A. Waldron     5,970,919       422,051          2,641              5,477,550

Proposal 2: Ratification of the Selection of SingerLewak LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2013.

For Against Abstain Broker Non-Votes 10,581,690 423,277 868,194 0

Proposal 3: Approval, on an advisory basis, of the compensation of the Company's Named Executive Officers ("Say-on-Pay").

For Against Abstain Broker Non-Votes 5,506,676 830,854 58,081 5,477,550

Proposal 4: Approval, on an advisory basis, of the preferred frequency of stockholder advisory votes on executive compensation ("Say-on-Frequency").

1 Year 2 Years 3 Years Abstain Broker Non-Votes 1,775,889 13,000 4,576,912 29,810 5,477,550


Except for the factual statements made herein, the information contained in this current report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words and expressions reflecting optimism, satisfaction or disappointment with current prospects or circumstances, as well as words such as "will," "believes," "intends," "estimates," "expects," "plans," "anticipates" and variations thereof, and the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements, including those relating to the consolidation of our China R&D activities in our Shenzhen office and costs and savings related thereto, are not guarantees of performance and actual actions and results could differ materially from those contained in such statements. Factors that could cause or contribute to such differences include, without limitation: foreign exchange rate fluctuations, adverse governmental controls or actions, or political or economic instability, including, without limitation, the imposition, creation, increase or modification of tariffs, taxes, duties, levies and other charges and other related risks of our operations, as well as changes in U.S. tax and accounting laws and regulations. Reference is also made to other factors detailed from time to time in our periodic and current reports filed with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this current report and we undertake no obligation to publicly update any forward-looking statements to reflect new information, events or circumstances after the date of this release.


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