8-K

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): February 4, 2013

LRAD Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-24248	87-0361799
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

16990 Goldentop Road, Ste. A

San Diego, California 92127

(Address of Principal Executive Offices)

858-676-1112

(Registrant’s telephone number, including area code)

N/A

(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14.a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition,” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information, including Exhibit 99.1, shall not be incorporated by reference into any filing of LRAD Corporation (the “Company”), whether made before or after the date hereof, regardless of any general incorporation language in such filing.

On February 6, 2013, the Company issued a press release regarding its financial results for the first fiscal quarter ended December 31, 2012. A copy of the press release is furnished as Exhibit 99.1 hereto, and is incorporated by reference herein.

Item 8.01 Other Events

On February 4, 2013, the Board of Directors of the Company established a Nominating and Corporate Governance Committee to assist the Board of Directors in discharging its responsibilities regarding the identification, evaluation and selection of nominees for election as directors of the Company, and to review and make recommendations on matters concerning corporate governance. The Nominating and Corporate Governance Committee is comprised of each of the independent members of the Board of Directors, with Bill VanDeWeghe serving as chair, and is governed by a Nominating and Corporate Governance Committee Charter adopted by the Board of Directors.

On February 6, 2013, the Company issued a press release confirming that it had received a notice from Iroquois Master Fund Ltd. announcing its intention to nominate a slate of five directors to stand for election at the Company’s 2013 Annual Meeting of Stockholders. The newly formed Nominating and Corporate Governance Committee will review and consider the nominations, as well as qualified individuals who may be submitted by other stockholders to serve on the Company’s Board of Directors. A copy of the press release is filed as Exhibit 99.2 hereto, and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1	Financial Results Press Release, dated February 6, 2013, issued by LRAD Corporation
99.2	Notice Press Release, dated February 6, 2013, issued by LRAD Corporation

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.

Date: February 6, 2013
	LRAD Corporation
	By:	/s/ Katherine H. McDermott
		Katherine H. McDermott
		Chief Financial Officer

EX-99.1

Exhibit 99.1

LRAD CORPORATION ANNOUNCES FISCAL Q1 2013 RESULTS

Anticipates Strong International Sales Growth in Fiscal 2013

SAN DIEGO, CA, February 6, 2013 – LRAD Corporation (NASDAQ: LRAD), the world’s leading provider of long range acoustic hailing devices (AHDs), today announced revenues of $3.0 million and a net loss of $100,000, or $(0.00) per share, for its first fiscal quarter ended December 31, 2012.

“Our fiscal Q1 2013 results were affected by the uncertainty surrounding the federal budget process, which is expected to continue through at least the second fiscal quarter,” commented Tom Brown, the Company’s president and chief executive officer. “We are encouraged, however, by the foreign orders received to date, which indicate continued demand for our proprietary acoustic hailing devices and a strong fiscal year for international LRAD^® sales. Consistent with our commitment to create long-term stockholder value we are pursuing a diverse range of market opportunities and applications. Two years ago, we had sold LRADs into 35 countries. Today, LRAD systems are deployed in over 60 nations around the world.”

Brown added, “We anticipate fiscal 2013 financial results will improve over fiscal 2012 due to continued international sales growth.”

Revenues for fiscal Q1 2013 decreased 17% from $3.6 million recorded in fiscal Q1 2012, due to a decrease in U.S. military orders and the timing of shipments.

Gross profit for fiscal Q1 2013 was $1.5 million, or 50% of revenues, compared to $1.7 million, or 48% of revenues, for the same period a year ago. The decrease in gross profit was primarily due to lower revenues and higher contracted annual maintenance costs, offset by higher product margins as a percentage of sales due to favorable product mix.

Operating expenses for fiscal Q1 2013 were $1.6 million, an 11% increase from $1.4 million recorded in fiscal Q1 2012, related to legal fees associated with a recent lawsuit, non-cash share-based compensation expense and R&D costs.

Net loss for fiscal Q1 2013 was $100,000, or $(0.00) per share, compared to net income of $314,000, or $0.01 per share, for the same period last year. The decrease in net income was primarily the result of lower revenues and gross margin in the quarter, and an increase in operating expenses. Cash and cash equivalents at December 31, 2012 was $16.1 million, compared to $13.9 million at September 30, 2012.

Management is scheduled to discuss the Company’s fiscal Q1 2013 business and financial results on a conference call today at 4:30 p.m. Eastern Time.

About LRAD Corporation

LRAD Corporation is using long range communication to resolve uncertain situations peacefully and save lives on both sides of its proprietary Long Range Acoustic Device^®. LRAD^® systems are in service around

the world in diverse applications including fixed and mobile military deployments, maritime security, critical infrastructure and perimeter security, commercial security, border and port security, law enforcement and emergency responder communications, asset protection and wildlife preservation and control. For more information about the Company and its LRAD systems, please visit www.lradx.com.

Important Additional Information

This release may be deemed to be solicitation material in respect of a proxy contest for the election of directors to the Board of Directors of the Company. The Company will be filing a proxy statement with the Securities and Exchange Commission (the “SEC”). STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to receive the proxy statement and other relevant documents free of charge at the SEC’s website at www.sec.gov, or upon written request to the Secretary of LRAD Corporation at 16990 Goldentop Road, Ste. A, San Diego, California 92127.

Participants in Solicitation

The Company and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of a proxy contest for the election of directors to the Board of Directors of the Company. Information concerning these participants is set forth in the proxy statement, dated January 23, 2012, relating to the Company’s 2012 Annual Meeting of Stockholders as filed with the SEC on Schedule 14A, and the Company’s 2012 Annual Report on Form 10-K/A, as filed with the SEC on January 22, 2013. Additional information regarding the interests of participants in the solicitation of proxies in respect of the 2013 Annual Meeting of Stockholders and other relevant materials, including the Company’s proxy statement, will be filed with the SEC when they become available.

Forward-looking Statements: This release contains forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Forward-looking statements include, among others, statements that refer to expected sales growth and other improvements in fiscal 2013 financial results. You should not place undue reliance on these statements. We base these statements on particular assumptions that we have made in light of our industry experience, the stage of product and market development as well as our perception of historical trends, current market conditions, current economic data, expected future developments and other factors that we believe are appropriate under the circumstances. These statements involve risks and uncertainties that could cause actual results to differ materially from those suggested in the forward-looking statements. These risks and uncertainties are identified and discussed in our filings with the SEC. These forward-looking statements are based on information and management’s expectations as of the date hereof. Future results may differ materially from our current expectations due to a variety of factors including, among others, general economic conditions, our dependence on a limited number of customers, our dependence on continued sales to U.S. and international governments and businesses that sell to governments, our ability to obtain financing on favorable terms, or at all, and our ability to expand our customer base and the acceptance of our products. For more information regarding other potential risks and uncertainties, see the “Risk Factors” section of the Company’s Form 10-K for the fiscal year ended September 30, 2012. The Company disclaims any intent or obligation to update those forward-looking statements, except as otherwise specifically stated.

COMPANY CONTACT:

Robert Putnam

(858) 676-0519

robert@lradx.com

LRAD Corporation and Subsidiary

Consolidated Balance Sheets

(000’s omitted)

	December  31, 2012 (Unaudited)		September  30, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	16,139	$	13,860
Accounts receivable, net		2,269		5,518
Inventories, net		4,192		3,112
Prepaid expenses and other		357		442
Total current assets		22,957		22,932
Property and equipment, net		265		213
Intangible assets, net		148		158
Prepaid expenses and other - noncurrent		1,055		1,102
Total assets	$	24,425	$	24,405
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	791	$	995
Accrued liabilities		723		624
Total current liabilities		1,514		1,619
Other liabilities - noncurrent		365		364
Total liabilities		1,879		1,983
Total stockholders’ equity		22,546		22,422
Total liabilities and stockholders’ equity	$	24,425	$	24,405

LRAD Corporation and Subsidiary

Consolidated Statements of Operations

(000’s omitted except share and per share amounts)

(Unaudited)

	Three months ended December 31,
	2012			2011
Revenues	$	2,980		$	3,612
Cost of revenues		1,494			1,863
Gross profit		1,486			1,749
Operating expenses:
Selling, general and administrative		1,172			1,057
Research and development		422			381
Total operating expenses		1,594			1,438
(Loss) income from operations		(108	)		311
Other income		8			13
(Loss) income from operations before income taxes		(100	)		324
Income tax expense		—			10
Net (loss) income	$	(100	)	$	314
Net income per common share - basic and diluted	$	0.00		$	0.01
Weighted average common shares outstanding:
Basic		32,399,199			32,374,499
Diluted		32,399,199			33,061,520

EX-99.2

Exhibit 99.2

LRAD CORPORATION COMMENTS ON ANNOUNCEMENT BY IROQUOIS

No Stockholder Action Required at this Time

SAN DIEGO, CA, February 6, 2013 – LRAD Corporation (NASDAQ: LRAD), the world’s leading provider of long range acoustic hailing devices (AHDs), today confirmed receipt of a notice from Iroquois Master Fund Ltd. (“Iroquois”), announcing its intention to nominate a slate of five directors to stand for election at the Company’s 2013 Annual Meeting of Stockholders.

The Company noted that it is committed to creating value for all stockholders. The newly formed Nominating and Corporate Governance Committee of the Company’s Board of Directors, which is chaired by independent director, Bill VanDeWeghe, will review and consider the Iroquois nominations, as well as qualified individuals who may be submitted by other LRAD stockholders to serve on the Company’s Board.

The Company will present its recommendation with regard to the election of directors in its proxy statement to be filed with the Securities and Exchange Commission (the “SEC”). The Board will make a recommendation in the best interests of all stockholders. The date of the Company’s 2013 Annual Meeting of Stockholders has not yet been announced. The Company’s stockholders are not required to take any action with respect to Iroquois’ director nominees at this time.

About LRAD Corporation

LRAD Corporation is using long range communication to resolve uncertain situations peacefully and save lives on both sides of its proprietary Long Range Acoustic Device^®. LRAD^® systems are in service around the world in diverse applications including fixed and mobile military deployments, maritime security, critical infrastructure and perimeter security, commercial security, border and port security, law enforcement and emergency responder communications, emergency warning and mass notification, asset protection, and wildlife preservation and control. For more information about the Company and its LRAD systems, please visit www.lradx.com.

Important Additional Information

This release may be deemed to be solicitation material in respect of a proxy contest for the election of directors to the Board of Directors of the Company. The Company will be filing a proxy statement with the SEC. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to receive the proxy statement and other relevant documents free of charge at the SEC’s website at www.sec.gov, or upon written request to the Secretary of LRAD Corporation at 16990 Goldentop Road, Ste. A, San Diego, California 92127.

Participants in Solicitation

The Company and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of a proxy contest for the election of directors to the Board of Directors of the Company. Information concerning these participants is set forth in the proxy statement, dated January 23, 2012, relating to the Company’s 2012 Annual Meeting of Stockholders as filed with the SEC on Schedule 14A, and the Company’s 2012 Annual Report on Form 10-K/A, as filed with the SEC on January 22, 2013. Additional information regarding the interests of participants in the solicitation of proxies in respect of the 2013 Annual Meeting of Stockholders and other relevant materials, including the Company’s proxy statement, will be filed with the SEC when they become available.

Forward-looking Statements: This release contains forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. We base these statements on particular assumptions that we have made in light of our industry experience, the stage of product and market development as well as our perception of historical trends, current market conditions, current economic data, expected future developments and other factors that we believe are appropriate under the circumstances. These statements involve risks and uncertainties that could cause actual results to differ materially from those suggested in the forward-looking statements. These risks and uncertainties are identified and discussed in our filings with the SEC. These forward-looking statements are based on information and management’s expectations as of the date hereof. Future results may differ materially from our current expectations due to a variety of factors including, among others, general economic conditions, our dependence on a limited number of customers, our dependence on continued sales to U.S. and international governments and businesses that sell to governments, our ability to obtain financing on favorable terms, or at all, and our ability to expand our customer base and the acceptance of our products. For more information regarding other potential risks and uncertainties, see the “Risk Factors” section of the Company’s Form 10-K for the fiscal year ended September 30, 2012. The Company disclaims any intent or obligation to update those forward-looking statements, except as otherwise specifically stated.

FOR FURTHER INFORMATION CONTACT:

Investor Relations:

Robert Putnam

(858) 676-0519

robert@lradx.com