UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): ~~January~~April 615, 2009

Rockford Corporation

(Exact name of registrant as specified in its charter)


Arizona	000-30138	86-0394353
(State or other	(Commission File	(IRS Employer
Jurisdiction of	Number)	Identification No.)
Incorporation)

600 South Rockford Drive
Tempe, Arizona 85281
(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code:
(480) 967-3565

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

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

TABLE OF CONTENTS

Item 1.02. Termination of a Material Definitive Agreement. SIGNATURES


	Item 7.01. Regulation FD Disclosure.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
INDEX TO EXHIBITS
EX-99.1

Item 17.0201. ~~Termination~~Regulation FD ~~of a Material Definitive Agreement~~Disclosure.

On ~~January~~April 615, 2009, weRockford ~~paid~~issued $2a news release announcing its financial results for the three and twelve months ended December 31,~~000~~ 2008,~~000~~ inand ~~cash~~an amendment to ~~purchase:~~its convertible notes. A copy of the news release, titled “Rockford Corporation Reports 2008 Results and Amendment to Convertible Notes” is furnished herewith as Exhibit 99.1.

	•		$2,500,000 in aggregate principal amount of our 4.5% Convertible Senior Subordinated Secured Notes due 2009 (the “Notes”), including accrued interest through the purchase date, plus
	•		associated warrants (“Warrants”) to purchase 237,500 shares of our common stock.

Item 9.01. Financial Statements and Exhibits.

~~Prior to our purchase, the Notes and Warrants were held of record by three limited partnerships affiliated with and managed by Austin W. Marxe and David M. Greenhouse~~ (~~“Marxe and Greenhouse”~~c), The ~~including~~following ~~Special~~exhibit ~~Situations~~is ~~Fund~~furnished ~~III, L.P., Special Situations Cayman Fund, L.P.,~~herewith: and Special Situations Private Equity Fund, L.P. (the three limited partnerships, together, “Special Situations”). We paid the $2,000,000 purchase price for the Notes and Warrants to Special Situations.

We99.1 ~~have~~News norelease ~~material~~of ~~relationship~~Rockford ~~with~~dated ~~Special~~April ~~Situations~~15, or2009, ~~Marxe~~announcing its financial results for the three and ~~Greenhouse~~twelve months ended December 31, ~~other~~2008 ~~than in~~and ~~respect~~an ofamendment ~~the~~to ~~Notes~~its convertible notes. The news release is titled “Rockford Corporation Reports 2008 Results and ~~Warrants~~Amendment to Convertible Notes. ”

We elected to purchase the Notes and Warrants after discussions with Special Situations about their interest in selling the Notes and Warrants at a discount from their face value. The repurchase will reduce by $500,000 the cash required to redeem the Notes at maturity and will also reduce the dilutive effect of the Notes and Warrants to our stockholders. This transaction will result in a gain in the fourth quarter of 2008.

Upon purchase, we canceled the Notes and Warrants we acquired.

We initially sold $12.5 million of 4.5% Convertible Senior Subordinated Secured Notes and associated warrants on June 10, 2004, to accredited investors in reliance on Regulation D under the Securities Act of 1933, as amended. These securities were sold pursuant to a Securities Purchase Agreement dated as of June 10, 2004 and as amended on November 12, 2004.

The notes have a maturity date of June 10, 2009. After previous repurchases in 2005 and 2008, and this most recent repurchase, there remain outstanding $5,000,000 of outstanding aggregate principal amount of 4.5% Convertible Senior Subordinated Secured Notes due 2009 and warrants to purchase 534,073 shares. No amendments were made to the Indenture governing the notes or other operative agreements relating to the notes and warrants in connection with the purchase. These documents continue to govern the remaining outstanding notes and warrants. JP Morgan Securities, Inc., is the owner of the remaining outstanding notes and warrants.

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 hereunto duly authorized.

Date: ~~January~~April 615, 2009


	ROCKFORD CORPORATION
	By:	/s/ William R. Jackson
		William R. Jackson
		President

INDEX TO EXHIBITS


Exhibit
Number		Description
99.1		News release of Rockford dated April 15, 2009, announcing its financial results for the three and twelve months ended December 31, 2008 and an amendment to its convertible notes. The news release is titled “Rockford Corporation Reports 2008 Results and Amendment to Convertible Notes.”

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Filing Compare · ROCKFORD CORP