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): ~~August~~October 278, 2014

COBRA ELECTRONICS CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	0-511	36-2479991
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


6500 West Cortland Street, Chicago, Illinois		60707
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (773) 889-8870

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)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-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~~Introductory ~~1.01.~~Note ~~Entry into a Material Definitive Agreement.~~

OnAs previously disclosed in the Current Report on Form 8-K filed on August 2728, 2014, with the Securities and Exchange Commission (the “SEC”) by Cobra Electronics Corporation, a Delaware corporation (the “Company”), on August 27, 2014, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Venom Electronics Holdings, Inc., a Delaware corporation (“Parent”), Venom Electronics Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“~~Merger Sub~~Purchaser”), and the Company. AParent and ~~copy~~Purchaser are affiliates of Monomoy Capital Partners II, L.P., a Delaware limited partnership, and MCP Supplemental Fund II, L.P., a Delaware limited partnership. Pursuant to the Merger Agreement, ison ~~filed~~September 10, as2014, ~~Exhibit~~Purchaser 2commenced a tender offer to purchase all of the outstanding shares of common stock of the Company, par value $0.33 1/3 per share (which we refer to ~~this~~as ~~Current~~“Shares”), at a price per Share, ~~Report~~net onto ~~Form~~the ~~8-K~~seller in cash of $4.30 (the “Offer Price”), without interest and ~~incorporated~~less ~~herein~~any byapplicable ~~reference.~~withholding ~~The~~taxes ~~Merger~~thereon, ~~Agreement~~upon the terms and subject to the ~~consummation~~conditions ofset forth in the ~~transactions~~offer ~~contemplated~~to bypurchase and in the ~~Merger~~related ~~Agreement~~letter ~~have~~of transmittal ~~been~~and ~~unanimously~~other ~~approved~~related bymaterials, dated as of and filed with the ~~Company’s~~SEC ~~board~~on ofSeptember 10, ~~directors~~2014, (as amended or supplemented from time to time, the “~~Company Board”)~~Offer.”

~~Tender~~The Offer. ~~Pursuant~~expired toat ~~the~~12:00 ~~Merger~~midnight, ~~Agreement~~New York City time, ~~and~~at ~~upon~~the end of the ~~terms~~day ~~and~~on ~~subject~~October 7, to2014 (the ~~conditions described~~“Expiration ~~therein~~Time”), ~~Parent~~as ~~will~~scheduled, ~~cause~~and ~~Merger~~was ~~Sub~~not toextended. ~~commence~~American aStock ~~tender~~Transfer & ~~offer~~Trust (Company, LLC, the ~~“Tender~~depositary for the Offer (the “Depositary”), ~~within~~advised ~~ten~~the ~~(10) business~~Company ~~days~~and ~~following~~Purchaser ~~the~~that, ~~date~~as of the ~~Merger~~Expiration ~~Agreement~~Time, ~~for~~a ~~all~~ total of 4,942,953 Shares had been validly tendered and not withdrawn pursuant to the ~~Company’s~~Offer ~~outstanding~~(not ~~shares~~including 41,182 Shares tendered pursuant to notices of ~~common~~guaranteed ~~stock~~delivery), ~~par~~ ~~value~~which $0tendered Shares represented approximately 74.3386% ~~(1/3) per~~of ~~share~~the outstanding Shares. As a result, Purchaser accepted for payment (such time of acceptance for payment, the “~~Shares~~Acceptance Time”), atall asuch ~~purchase~~Shares ~~price~~validly oftendered ~~$4.30~~and ~~per~~not ~~Share~~withdrawn inpursuant ~~cash,~~to ~~without~~the ~~interest,~~Offer ~~subject~~on or prior to ~~any~~the ~~required~~Expiration ~~withholding~~Time, ofand payment ~~taxes.~~for ~~The~~such ~~Tender~~Shares ~~Offer~~has been made to the Depositary, which will ~~remain~~act ~~open~~as agent for atendering ~~minimum~~stockholders for the purpose of 20receiving ~~business~~payments ~~days~~for tendered Shares and transmitting such payments to tendering stockholders whose Shares have been ~~from~~accepted for payment, in accordance with the ~~date~~terms of ~~commencement~~the Offer.

~~Offer~~Item ~~Closing Conditions~~1.02 ~~The~~Termination ~~obligation~~ of ~~Merger Sub to purchase Shares tendered in the Tender Offer is subject to customary closing conditions, including (i) at least~~ a majority plus one of the outstanding Shares (calculated on a fully-diluted basis) having been tendered, (ii) the absence of any law, order, injunction or decree in effect that would prohibit, enjoin or prevent the Tender Offer or the Merger, (iii) no U.S. governmental entity having opened and not closed an investigation of the Tender Offer or the Merger, (iv) no U.S. governmental entity having requested in writing (and not withdrawn such request) that the parties not consummate the Tender Offer or the Merger, (v) the non-occurrence of a Company Material ~~Adverse~~Definitive ~~Effect and (vi) other conditions set forth in Schedule I to the Merger~~ Agreement.

~~The~~In ~~consummation~~connection ofwith the ~~Tender~~Merger ~~Offer is not subject to any financing conditions. Monomoy Capital Partners II, L.P. and MCP Supplemental Fund II, L.P.~~ (~~the~~as ~~“Sponsor”)~~defined ~~delivered (i~~below) a, ~~financing commitment agreement among~~ the ~~Sponsor~~Company ~~and~~repaid ~~Parent~~in ~~that~~full ~~names~~all ~~the~~outstanding ~~Company~~loans, astogether awith ~~third-party~~interest ~~beneficiary~~ and ~~pursuant~~all ~~to which Sponsor would provide financing to~~other ~~Parent~~amounts ~~and/or~~due ~~Merger~~in ~~Sub~~connection with such ~~that~~repayment ~~Parent~~of ~~and Merger Sub will have sufficient funds to pay~~ the ~~aggregate~~Credit ~~consideration~~Agreement, todated beas ~~paid to stockholders~~ of ~~the~~July 16, ~~Company~~2010 ~~pursuant~~(as toamended, ~~the~~modified, ~~Merger~~supplemented ~~Agreement~~or ~~and~~restated ~~related~~from ~~fees~~time ~~and~~to ~~expenses and (ii~~time) a, ~~limited guarantee~~by inand ~~favor~~among of the Company, ~~pursuant~~Harris toN.A., ~~which~~as ~~the~~administrative ~~Sponsor~~agent, ~~guarantees~~and the ~~performance~~other parties ofand ~~the~~lenders ~~obligation~~thereto. byNo ~~Parent~~penalties orwere ~~Merger~~due ~~Sub under the Merger Agreement solely~~ in ~~the~~connection ~~event~~with ofsuch ~~a willful breach by Parent or Merger Sub and subject to a cap of $1,137,501~~repayments.~~96.~~

~~Following~~Item ~~the~~2.01 ~~completion~~Completion of ~~the~~Acquisition ~~Tender Offer and, subject to the satisfaction~~ or ~~waiver~~Disposition of certain customary conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”), pursuant to the procedure provided for under Section 251(h) of the Delaware General Corporation Law (the “DGCL”) without any additional stockholder approvalsAssets. ~~The Merger will be effected as soon as practicable following the payment for Shares pursuant to the Tender Offer (the “Offer Closing”).~~

-The 2information contained in the Introductory Note, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

~~Merger~~Item ~~Consideration~~2.03 ~~Pursuant~~Creation ~~to the Merger Agreement, at the effective time~~ of ~~the Merger~~a ~~(the~~Direct ~~“Effective~~Financial ~~Time”),~~Obligation each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares held by stockholders of the Company who have properly exercised and perfected dissenter rights under Delaware law and (ii) Shares that are held in the treasury of the Company or ~~owned~~an ofObligation ~~record~~Under byan ~~any~~Off-Balance ~~subsidiary~~Sheet ofArrangement ~~the Company, Parent or any subsidiary~~ of ~~Parent)~~a ~~will be converted into the right to receive $4~~Registrant.~~30 per Share in cash, without interest (the “Merger Consideration”).~~

~~Treatment~~Overview of Outstanding Equity Awards. As a result of the Merger, all outstanding options under the Company’s equity plans, whether or not vested, shall become fully vested and cancelled by the Company in exchange for the right to receive an amount in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price for such option (less any applicable taxes required to be withheld by the surviving corporation). All outstanding awards of Company restricted stock granted under the Company’s equity plans will fully vest and all restrictions, including forfeiture or other restrictions (if any), with respect to such awards of Company restricted stock will lapse.

~~Merger~~On ~~Closing~~October 8, ~~Conditions.~~2014, ~~The~~the ~~consummation~~Company, ofas the ~~Merger~~borrower, isentered ~~subject~~into toa ~~the~~Credit ~~satisfaction~~Agreement ordated ~~waiver~~as of ~~specified~~October 8, ~~closing~~2014 ~~conditions~~with Aspen Finco, ~~including~~ LLC (i“Finco”) ~~the~~, ~~absence~~as ~~of any law~~agent, ~~order,~~the ~~injunction~~lenders orparty ~~decree~~thereto, inParent, ~~effect~~as ~~that~~parent ~~would~~and ~~prohibit~~as guarantor, ~~enjoin~~and ~~or prevent~~ the ~~Merger~~other ~~and~~parties thereto, (~~ii)~~ the ~~Offer~~“New ~~Closing~~Credit ~~having occurred~~Agreement”).

~~Representations, Warranties and Covenants.~~ The ~~Merger~~New Credit Agreement ~~contains~~provides ~~customary~~for ~~representations,~~(i) term ~~warranties~~loans ~~and~~in ~~covenants of the Company, Parent and Merger Sub. These covenants include~~ an ~~obligation~~aggregate ofprincipal ~~each~~amount ~~party~~not to, exceed ~~subject to certain exceptions~~$26,500,000 ~~use~~(the ~~its~~“Term ~~reasonable~~Facility” ~~best~~and ~~efforts to take all actions or do or cooperate in doing all things necessary to fulfill~~ the ~~conditions applicable~~loans tothereunder, ~~such party to consummate~~ the ~~Tender~~“Term ~~Offer~~Loans”) and ~~the~~(ii) revolving ~~Merger~~loans ~~and~~ of ~~the~~up ~~Company~~ to, ~~subject to certain exceptions~~$35,000,000 ~~conduct its operations~~ in the ~~ordinary~~aggregate ~~course of business consistent with past practice from~~ (the ~~date of the Merger~~“Revolving ~~Agreement~~Loans”) ~~through~~under the ~~Effective~~senior ~~Time.~~secured ~~The~~loan ~~Merger~~facility ~~Agreement~~(the ~~also~~“Revolving ~~contains~~Credit ~~covenants~~Facility” ~~that~~and ~~require,~~together ~~subject~~with tothe ~~certain~~Term ~~limited exceptions~~Facility, ~~(a)~~ the ~~Company~~“New toCredit ~~file~~Facilities”). aConcurrently ~~solicitation/recommendation statement on Schedule 14D-9~~ with the ~~Securities and~~consummation ~~Exchange~~of ~~Commission (~~the ~~“SEC”)~~Merger, ~~and (b)~~ the ~~Company~~full ~~Board~~amount toof ~~recommend that~~ the ~~Company’s~~Term ~~stockholders~~Loans ~~accept~~was ~~the~~drawn ~~Tender~~and ~~Offer~~a ~~and~~Revolving ~~tender~~Loan ~~their~~in ~~Shares~~the ~~pursuant~~amount toof ~~the~~$27,900,000 ~~Tender~~was ~~Offer~~drawn.

~~Non-Solicitation.~~Interest ~~The Merger Agreement generally requires that the Company and its representatives cease any solicitations, discussions~~Rate ~~or negotiations with any person,~~ and ~~not~~Fees solicit any competing proposals from, or engage in discussions or negotiations with or furnish non-public information to, any third party. However, if prior to the acceptance by Merger Sub of Shares tendered in the Tender Offer (the “Acceptance Time”) the Company receives a bona fide written competing proposal that, among other things (i) did not result from a breach of the solicitation restrictions set forth in the Merger Agreement and (ii) the Board determines in good faith to be a superior proposal or could reasonably be expected to lead to a superior proposal, then the Company would be permitted to furnish information to, and participate in discussions and negotiations with, the person making the competing proposal, subject to certain restrictions set forth in the Merger

-The 3Term -Loan will bear interest at the rate of ten percent (10%) per annum. With respect to any Term Loan, 60% of such accrued interest will be payable in kind and added to the then outstanding principal balance of such Term Loan, and 40% of such interest will be payable in full in cash. Revolving Loans will bear interest at a rate of five percent (5%) per annum payable in cash.

~~Agreement.~~Prepayments In addition, at any time prior to the Acceptance Time, the Company Board may change its recommendation, in certain circumstances, if the Company Board determines in good faith that the failure to change its recommendation would be inconsistent with the exercise of its fiduciary obligations under applicable law.

~~Termination.~~Subject ~~The~~to ~~Merger~~certain ~~Agreement~~exceptions, ~~also~~the ~~provides~~New ~~for~~Credit ~~certain~~Facilities ~~termination~~are ~~rights~~subject ~~for~~to ~~both~~mandatory ~~the~~prepayments ~~Company~~in ~~and~~amounts ~~Parent~~equal ~~including~~to: (1) the ~~right~~amount of any ~~the~~AHYDO ~~Company~~catch-up payments, ~~upon~~(2) the ~~compliance~~difference ~~with~~of (a) the ~~requirements~~outstanding ~~contained~~amounts inunder the ~~Merger~~Revolving ~~Agreement,~~Credit toFacility ~~terminate~~on ~~the~~such ~~Merger~~date, ~~Agreement~~and ~~under~~(b) the ~~certain~~aggregate ~~circumstances~~amount inof ~~order~~Revolving toLoans ~~accept~~permitted apursuant ~~competing~~to ~~proposal~~Section 2.1 ~~that~~of isthe ~~determined~~New toCredit Agreement, be(3) all aof ~~superior~~the ~~proposal~~net tocash ~~the transactions~~proceeds ~~contemplated~~from byany ~~the~~non-ordinary ~~Merger~~course ~~Agreement~~sale ~~and~~or ~~the~~other ~~right~~disposition of ~~Parent~~assets to(including ~~terminate~~as ~~the~~a ~~Merger~~result ~~Agreement~~of ~~upon~~casualty anor ~~adverse~~condemnation) ~~change~~ by the Company ~~Board~~or toany of its ~~recommendation~~Domestic ofSubsidiaries ~~the~~(as ~~transactions~~defined ~~contemplated~~in by the ~~Merger~~New Credit Agreement.) ~~The~~subject ~~Merger Agreement~~to ~~also~~customary ~~provides~~reinvestment ~~that~~provisions ~~either~~and ~~party~~certain ~~may~~other ~~terminate~~exceptions, including relating to the ~~Merger~~application ~~Agreement~~of ifsuch ~~the~~proceeds ~~Acceptance~~towards ~~Time~~the ~~shall~~replacement ~~not~~of ~~have~~assets, ~~occurred~~(4) all onextraordinary orreceipts ~~prior~~in toexcess ~~November 10,~~of ~~2014.~~a ~~The~~certain ~~Merger~~amount ~~Agreement~~and subject ~~does~~to ~~not~~certain ~~provide~~exceptions, ~~for~~and ~~payment~~(5) 100% of ~~any~~the ~~termination~~net ~~fee~~cash ~~upon~~proceeds from the ~~termination~~ issuance and sale of equity in the ~~Merger~~Company ~~Agreement~~or incurrence of debt by ~~either~~the ~~party.~~Company ~~The~~or ~~Merger~~any ~~Agreement~~of ~~provides~~its ~~for~~Subsidiaries a(as ~~$1,137,501.96~~defined ~~cap~~in onthe ~~damages~~New ~~caused~~Credit byAgreement) ~~either~~(other ~~party~~than indebtedness inpermitted by the ~~event~~New ofCredit aFacilities). ~~willful~~The ~~breach~~Company ofmay ~~the~~voluntarily ~~Merger~~prepay ~~Agreement~~outstanding byloans ~~such~~at ~~party~~any time.

~~The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full~~Amortization ~~text of the Merger Agreement.~~

The ~~Merger~~Term ~~Agreement~~Loans and ~~the~~Revolving ~~above~~Loans ~~description~~will ofmature ~~the~~on Merger Agreement have been included to provide investors and security holders with information regarding the terms of the Merger Agreement and are not intended to provide any other factual information about the CompanyApril 8, ~~Parent or their respective subsidiaries or affiliates~~2020. The ~~representations and~~New ~~warranties~~Credit ~~contained~~Facilities indo ~~the~~not ~~Merger Agreement were made only for purposes of that agreement and as of specific dates~~amortize, ~~were~~however solely for the benefit of the parties to the Merger Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by the parties to each ~~other. Investors should not rely on the~~is ~~representations~~repayable ~~and warranties contained~~ in ~~the~~full ~~Merger~~at ~~Agreement as characterizations of the actual state of facts or condition of the Company, Parent or any of their respective subsidiaries, affiliates or businesses~~maturity.

~~Item~~Guaranty ~~3.03.~~and ~~Material Modification to Rights of~~ Security ~~Holders.~~

In connection with the ~~approval~~New ~~of the~~Credit ~~Merger Agreement~~Facilities, ~~the~~Parent ~~Company’s~~entered ~~Board~~into ofa ~~Directors~~General ~~also~~Continuing ~~approved~~Guaranty ~~the~~Agreement, ~~First~~dated ~~Amendment~~as toof ~~Amended~~October 8, ~~and~~2014 ~~Restated~~in favor ~~Rights~~of ~~Agreement~~Finco (the “~~Rights~~Guaranty Agreement”), ~~dated~~and asParent ofand ~~August 27,~~Borrower ~~2014,~~entered ~~between~~into ~~the~~a ~~Company~~Security ~~and~~Agreement, ~~American Stock~~dated ~~Transfer &~~as ~~Trust~~of ~~Company~~October 8, ~~LLC,~~2014 asin ~~rights~~favor ~~agent~~of Finco (the “~~Amendment~~Security Agreement”)., ~~The~~together ~~purposes~~with ofthe Guaranty Agreement, the ~~Amendment~~“Guaranty ~~are~~and toSecurity (iAgreements”) ~~amend~~. ~~the~~Pursuant ~~Rights Agreement prior~~ to athe ~~Stock~~Guaranty ~~Acquisition~~and ~~Date~~Security ~~(as~~Agreements, ~~defined~~Parent ~~therein)~~guaranteed inamounts ~~connection~~borrowed ~~with~~under the ~~entry~~ byNew ~~the~~Credit ~~Company~~Facilities. ~~into~~Pursuant to the ~~Merger~~Security ~~Agreement;~~Agreements, ~~(ii) provide~~amounts ~~for~~borrowed under the ~~termination~~New ofCredit ~~the~~Facilities ~~Rights~~provided ~~Agreement~~by ~~contingent~~any onlender ~~the~~party ~~consummation~~to of the ~~Tender~~New ~~Offer~~Credit ~~and~~Facilities ~~Merger;~~or ~~(iii) except~~any ~~certain~~of ~~actions~~its ~~taken~~affiliates inare ~~connection~~secured ~~with~~on ~~the~~a ~~Merger Agreement,~~first ~~including~~priority ~~(x) the~~basis ~~approval,~~by ~~execution~~a orperfected ~~delivery~~security ~~thereof,~~interest ~~(y) the~~in ~~announcement~~substantially all of the ~~Tender~~Company’s ~~Offer~~and orParent’s ~~the~~tangible and ~~Merger~~intangible ~~and~~assets (~~z) the~~subject ~~consummation~~to ofcertain ~~the~~exceptions), ~~Tender~~including ~~Offer~~U.S. orregistered ~~the~~intellectual ~~Merger~~property ~~from~~and ~~triggering~~all ~~certain provisions~~ of the ~~Rights Agreement~~capital ~~and~~stock ~~(iv) make~~of ~~certain other technical and conforming changes that~~ the Company ~~determined were necessary or desirable~~.

-Certain 4Covenants -and Events of Default

The ~~foregoing~~New ~~summary~~Credit Facilities contain a number of customary affirmative and negative covenants that, among other things, will limit or restrict the ability ~~revisions~~of ~~reflected~~the inParent, the ~~First~~Company ~~Amendment~~and their Subsidiaries to: ~~Amended~~incur additional indebtedness (including guarantee obligations); incur liens; engage in mergers, consolidations, liquidations and ~~Restated~~dissolutions (other than pursuant to the transactions ~~Rights~~contemplated ~~Agreement~~by ~~does~~the ~~not~~Merger ~~purport~~Agreement); tosell beassets; ~~complete~~pay dividends and ismake ~~qualified~~other payments in ~~its~~respect ~~entirety~~of bycapital ~~reference~~stock; tomake acquisitions, investments, loans and advances; pay and modify the ~~First~~terms ~~Amendment~~of tocertain ~~Amended~~indebtedness; engage in certain transactions with affiliates; enter into negative pledge clauses and ~~Restated~~clauses ~~Rights~~restricting ~~Agreement~~subsidiary distributions; and change its line of business, ~~which~~in iseach ~~filed~~case, ~~hereto~~subject asto ~~Exhibit~~certain 4limited exceptions.1 In addition, under the New Credit Facilities, the Parent, the Company and ~~incorporated~~its ~~herein~~Subsidiaries bywill ~~reference~~be required to satisfy a specified fixed charge coverage ratio.

~~Item~~The 8New Credit Facilities contain customary events of default, including: nonpayment of principal, interest, fees or other amounts; material inaccuracy of a representation or warranty when made; violation of a covenant; cross-default to material indebtedness; bankruptcy events; inability to pay debts or attachment; material unsatisfied judgments; actual or asserted invalidity of any security document; and a change of control.01 The Company’s ability to borrow under the New Credit Facilities will be dependent on, among other things, its compliance with the above-described financial ratio. ~~Other~~Failure ~~Events~~to comply with this ratio or the other provisions of the New Credit Facilities (subject to certain grace periods) could, absent a waiver or an amendment from the lenders under such agreement, restrict the availability of the Revolving Credit Facility and permit the acceleration of all outstanding borrowings under the New Credit Agreements.

OnCertain ~~August 28,~~Relationships 2014, the Company and Parent issued a joint press release announcing the execution of the Merger Agreement, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

~~Additional~~The ~~Information~~lenders under the New Credit Agreements and ~~Where~~their toaffiliates ~~Find~~have Itin the past engaged, and may in the future engage, in transactions with and perform services, including commercial banking, financial advisory and investment banking services, for the Company and its affiliates in the ordinary course of business for which they have received or will receive customary fees and expenses.

~~This communication~~Item ~~may~~3.01 beNotice ~~deemed to be solicitation material in respect~~ of ~~the~~Delisting ~~proposed~~or ~~transaction.~~Failure ~~In connection with the proposed transaction, the Company intends~~ to ~~file~~Satisfy ~~relevant materials with the SEC, including~~ a ~~solicitation/recommendation statement~~Continuing onListing ~~Schedule~~Rule ~~14D-9.~~or ~~SECURITY~~Standard; ~~HOLDERS~~Transfer OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents free of ~~charge at the SEC’s web site, www~~Listing.sec.gov, and may obtain documents filed by the Company free of charge from the Company’s website (www.cobra.com) under the heading “SEC Filings” within the “Investor Relations” portion of the Company’s website. In addition, the solicitation/recommendation statement on Schedule 14D-9 and other documents filed by the Company with the SEC (when available) may be obtained from the Company free of charge by directing a request to Cobra Electronics Corporation, Robert J. Ben, Secretary, 6500 West Cortland Street, Chicago, Illinois 60707 or (773) 889-8870.

~~Participants~~On inOctober 8, ~~Solicitation~~2014, Purchaser merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). As a result of the Merger, the Company became a wholly-owned subsidiary of Parent. In connection with the consummation of the Offer and the Merger, the Company (i) notified the NASDAQ Stock Market (“NASDAQ”) of the consummation of the Merger and (ii) requested that NASDAQ file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Trading of Shares on NASDAQ was suspended as of the close of trading on October 8, 2014. The Company also intends to file with the SEC a Form 15 requesting that the Company’s reporting obligations under Section 13 and 15(d) of the Exchange Act be suspended.

The ~~Company~~information ~~and its~~contained ~~directors and executive officers may be deemed to be participants~~ in the ~~solicitation~~Introductory ofNote ~~proxies from the holders~~ of ~~Company~~this ~~common~~Current stock in respect of the proposed transaction. Security holders may obtain information regarding the Company and its directors and executive officers, including their respective names, affiliations and interests, in the Company’s Annual Report on Form 108-K ~~for~~is ~~the~~incorporated ~~fiscal~~by ~~year~~reference ~~ended~~into ~~December 31,~~this ~~2013, which was filed with the SEC on March~~Item ~~18, 2014, and its definitive proxy statement for its 2014 annual meeting of stockholders, which was filed with the SEC on March 28, 2014~~3. To the extent holdings of the Company securities have changed since the amounts contained in the definitive proxy statement for the 2014 Annual Meeting, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC01. Investors may obtain additional information regarding the interest of such participants by reading the solicitation/recommendation statement on Schedule 14D-9 regarding the proposed transaction when it becomes available.

-Item 53.03 -Material Modification to Rights of Security Holders.

~~Item~~The 9information contained in the Introductory Note and Item 5.01. ~~Financial~~of ~~Statements~~this ~~and~~Current Report ~~Exhibits~~on Form 8-K is incorporated by reference into this Item 3.03.

~~(d)~~Item ~~The~~5.01 ~~following~~Change isin aControl ~~list~~ of ~~the exhibits filed herewith~~Registrant.

ExhibitNo.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of August 27, 2014, by and among Venom Electronics Holdings, Inc., Venom Electronics Merger Sub, Inc. and Cobra Electronics Corporation*
4.1		First Amendment to Amended and Restated Rights Agreement, dated as of August 27, 2014, by and between Cobra Electronics Corporation and American Stock Transfer & Trust Company, LLC*
99.1		Press release dated August 28, 2014 issued by Cobra Electronics Corporation and Venom Electronics Holdings, Inc.

As described in the Introductory Note above, at the Acceptance Time, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer on or prior to the Expiration Time. As a result of the acceptance of such Shares, a change in control of the Company has occurred.

*As described above, the Merger was completed on October 8, 2014. The ~~Company~~Merger ~~agrees~~was governed by Section 251(h) of the General Corporation Law of the State of Delaware, with no stockholder vote required to ~~furnish~~consummate ~~supplementally~~the aMerger. ~~copy~~Pursuant to the Merger Agreement, at the effective time of ~~any~~the ~~omitted~~Merger ~~exhibit~~(the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares held by stockholders who properly exercised and perfected appraisal rights under Delaware law and (ii) Shares owned directly or ~~schedule~~indirectly by the Company, Parent, Purchaser or their respective affiliates) were converted into the right to receive the ~~Securities~~Offer Price in cash, without interest and ~~Exchange~~less ~~Commission~~any ~~upon~~applicable ~~request~~withholding taxes.

-The 6total -amount of funds required to consummate the Offer and purchase all outstanding Shares in the Offer and to provide funding in connection with the Merger was approximately $28 million, excluding related transaction fees and expenses, a portion of which was funded by Parent and Purchaser.

~~SIGNATURES~~The information contained in the Introductory Note, Item 3.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on August 28, 2014.

~~Pursuant~~Item to5.02 ~~the~~Departure ~~requirements~~ of ~~the~~Directors ~~Securities~~or ~~Exchange~~Certain ~~Act~~Officers; Election of ~~1934,~~Directors; ~~the~~Appointment ~~Registrant~~of ~~has~~Certain ~~duly~~Officers; ~~caused~~Compensatory ~~this~~Arrangements ~~report~~ to beCertain ~~signed on its behalf by the undersigned hereunto duly authorized~~Officers.

In accordance with the terms of the Merger Agreement, the directors of Purchaser immediately prior to the Effective Time, namely Justin Hillenbrand, Austin Forsyth and John Stewart, became the only directors of the Company effective as of, and immediately following, the Effective Time.

~~EXHIBIT~~In ~~INDEX~~accordance with the terms of the Merger Agreement, as of the Effective Time James R. Bazet ceased serving as Chief Executive Officer of the Company.

The ~~following~~disclosure contained in the Introductory Note is incorporated herein by reference. The foregoing description of the Merger Agreement is qualified in its entirety by the Merger Agreement, a ~~list~~copy of which was filed as Exhibit 2.1 to the ~~exhibits~~Current Report on Form 8-K filed ~~herewith~~by the Company with the SEC on August 28, 2014.

ExhibitNo.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of August 27, 2014, by and among Venom Electronics Holdings, Inc., Venom Electronics Merger Sub, Inc. and Cobra Electronics Corporation*
4.1		First Amendment to Amended and Restated Rights Agreement, dated as of August 27, 2014, by and between Cobra Electronics Corporation and American Stock Transfer & Trust Company, LLC*
99.1		Press release dated August 28, 2014 issued by Cobra Electronics Corporation and Venom Electronics Holdings, Inc.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

*In ~~The~~connection with the consummation of the Merger, the Company’s ~~agrees~~certificate toof ~~furnish~~incorporation, ~~supplementally~~as aamended, ~~copy~~and its bylaws, as amended, were each amended and restated in their entirety effective as of ~~any~~October 8, ~~omitted~~2014. ~~exhibit~~Copies orof ~~schedule~~the toamended and restated certificate of incorporation and bylaws of the ~~Securities~~Company are filed as Exhibits 3.1 and ~~Exchange~~3.2 ~~Commission~~hereto, ~~upon~~respectively, ~~request~~and are incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d) The following is a list of the exhibits filed herewith.


Exhibit No.		Description of Exhibit

2.1		Agreement and Plan of Merger, dated as of August 27, 2014, by and among Venom Electronics Holdings, Inc., Venom Electronics Merger Sub, Inc. and Cobra Electronics Corporation (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on August 28, 2014).*

3.1		Amended and Restated Certificate of Incorporation of the Company

3.2		Amended and Restated Bylaws of the Company

*	The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request.

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: October 15, 2014	COBRA ELECTRONICS CORPORATION

	By:	/s/ Robert J. Ben
	Name:	Robert J. Ben
	Title:	Senior Vice President, Chief Financial Officer and Secretary

EXHIBIT INDEX

The following is a list of the exhibits filed herewith.


Exhibit No.		Description of Exhibit

2.1		Agreement and Plan of Merger, dated as of August 27, 2014, by and among Venom Electronics Holdings, Inc., Venom Electronics Merger Sub, Inc. and Cobra Electronics Corporation (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on August 28, 2014).*

3.1		Amended and Restated Certificate of Incorporation of the Company

3.2		Amended and Restated Bylaws of the Company

*	The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request.

Date: August 28, 2014

COBRA ELECTRONICS CORPORATION

/s/ Robert J. Ben

Robert J. Ben

Senior Vice President,

Chief Financial Officer and Secretary

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