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): July 26, 2006
EMERSON RADIO CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware 001-07731 22-3285224
(State Or Other (Commission (IRS Employer
Jurisdiction Of File Number) Identification No.)
Incorporation)
9 Entin Road, Parsippany, New Jersey 07054
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (973) 884-5800
Not Applicable
(Former Address, if changed since Last Report) (Zip Code)
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 (see General Instruction A.2. below):
[ ] 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 8.01. OTHER EVENTS.
On July 28, 2006, Emerson Radio Corp. (the "Company") issued a press
release announcing changes to the management team, Board of Directors and
committees of the Board of Directors of the Company, effective as of July 26,
2006. Information required by Item 5.02 will be provided by the Company in an
amendment to the Company's Annual Report on Form 10-K to be filed on or around
July 31, 2006.
A copy of the press release announcing the changes to the management
team, Board of Directors and committees of the Board of Directors of the Company
is attached to this Current Report on Form 8-K as Exhibit 99.1.
Forward Looking Statements
This Current Report on Form 8-K, including Exhibit 99.1, contains
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
typically are identified by use of terms such as "may," "will," "should,"
"plan," "expect," "anticipate," "estimate" and similar words, although some
forward-looking statements are expressed differently. Forward-looking statements
represent our management's judgment regarding future events. Although the
Company believes that the expectations reflected in such forward-looking
statements are reasonable, the Company can give no assurance that such
expectations will prove to be correct. All statements other than statements of
historical fact included in this Current Report on Form 8-K are forward-looking
statements. The Company cannot guarantee the accuracy of the forward-looking
statements, and you should be aware that the Company's actual results could
differ materially from those contained in the forward-looking statements due to
a number of factors, including the statements under "Risk Factors" contained in
the Company's reports filed with the Securities and Exchange Commission.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit 99.1 - Press release, dated July 28, 2006.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EMERSON RADIO CORP.
By:_/s/ John J. Raab
--------------------
Name: John J. Raab
Title: Chief Operating Officer and
Senior Executive Vice President
Dated: July 31, 2006
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[EMERSON LOGO]
NEWS & INFORMATION
FOR: EMERSON RADIO CORP.
9 Entin Road
Parsippany, NJ 07054-0430
CONTACT: EMERSON RADIO CORP. OR: INVESTOR RELATIONS:
John D. Florian Robert Maffei
Deputy Chief Financial Officer Investor Relations Manager
(973) 428-2044 (973) 428-2098
EPOCH FINANCIAL GROUP, INC.
Victor Thompson or
Todd Atenhan
(888) 917-5105
Friday July 28, 2006
FOR IMMEDIATE RELEASE
EMERSON RADIO CORP. APPOINTS
CHRISTOPHER HO AS CHAIRMAN OF THE BOARD
EDUARD WILL AS PRESIDENT - NORTH AMERICAN OPERATIONS
MICHAEL BINNEY AS PRESIDENT - INTERNATIONAL SALES
NORBERT WIRSCHING TO ITS BOARD OF DIRECTORS
GEOFFREY JURICK STEPS DOWN AS PRESIDENT AND DIRECTOR
PARSIPPANY, N.J. - JULY 28 2006 - Emerson Radio Corp. (AMEX:MSN) today announced
the following changes at the executive management and board level. Mr.
Christopher Ho was appointed Chairman of the Board, replacing Mr. Adrian Ma, who
will continue to serve as the Chief Executive Officer and Director of the
Company. Christopher Ho is presently the Chairman of The Grande Holdings Limited
("Grande"), a Hong Kong based group of companies engaged in a number of
businesses including the manufacture, sale and distribution of flat panel,
display products and other consumer electronics and video products. Grande is
currently the holder of approximately 48.5% of the Company's outstanding shares
of common stock. Mr. Ho is also a certified Public Accountant ( Hong Kong ) and
was a partner in an international accounting firm before joining Grande. He has
extensive experience in corporate finance, international trade and
manufacturing.
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Geoffrey Jurick, the President and a director of the Company, confirmed his
resignation from such positions, and agreed to continue to serve as a consultant
to the Company. As a result, Eduard Will, the Company's former Audit Committee
Chairman, was appointed as the President-North American Operations of the
Company and Michael Binney was appointed as President-International Sales of the
Company. Messrs. Will and Binney will continue to serve as directors of the
Company. Mr. Will has served as a director of the Company since January 2006 and
has more than 37 years as a merchant banker, senior advisor and as a director of
various public and private companies. Presently, Mr. Will is serving on the
Board of Directors or acting as Senior Adviser to: Koolconnect Technologies
Inc.; Wasatch Photonics Inc.; Ithaca Technologies LLC; T & W Electronics Co.,
Darby Overseas and Integrated Data Corporation. Michael A.B. Binney has served
as a Director since December 2005. Mr. Binney is an Executive Director of the
Grande Holdings Limited and has extensive experience in the consumer electronics
industry in both Sales & Marketing and Finance.
In connection with Mr. Will's appointment as President-North American
Operations, Mr. Will (i) resigned from his position as the Chairman and a member
of the Audit Committee of the Board, including in his capacity as "audit
committee financial expert," as such term is defined by the Securities and
Exchange Commission ("SEC") and (ii) resigned from his position as a member of
the Nominating Committee of the Board. The Board also named (i) Norbert
Wirsching as an independent director of the Company, (ii) W. Michael Driscoll, a
current director of the Company, as the Chairman of the Audit Committee and the
"audit committee financial expert," as such term is defined by the SEC, and
(iii) Greenfield Pitts, a current director of the Company, as a member of the
Audit Committee.
Mr. Wirsching is a consumer electronics industry veteran of 45 years. He has
managed international public and private companies including; Director and CEO
of Capetronic Group Ltd. Global, Director and CEO of Polly Peck International
PLC, London, Director Sansui Electric Company Ltd., Tokyo, Director of BSR
International, Hong Kong/London and Chairman of BSR USA. Since retiring from the
Capetronic Group Ltd. in 1994, he serves as principal of N.R. Wirsching
Enterprise, a consulting firm focussing on international public and private
companies, as well as merger and acquisition services. He is involved in
numerous philanthropic organizations and currently serves as Trustee of Wooster
School, an independent private school in Connecticut.
On the changes, Mr. Adrian Ma, the Company's Chief Executive Officer stated, "we
are grateful for the significant contributions Mr. Jurick has made throughout
his 16 years of dedicated service to the Emerson organization and the
electronics industry and will rely on his expertise in the near term as we
develop and exploit the synergies between Emerson and Grande. As a result of the
appointments, we have taken one more step towards building the global management
team that will drive the success of the Emerson organization."
Emerson Radio Corp. (AMEX:MSN), founded in 1948, is headquartered in Parsippany,
N.J. The Company designs, markets and licenses, throughout the world, full lines
of televisions and other video products, microwaves, clocks, radios, audio and
home theater products. Emerson's web site is www.emersonradio.com
This release contains "forward-looking statements" made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements reflect management's current knowledge, assumptions,
judgment and expectations regarding future performance or events. Although
management believes that the expectations reflected in such statements are
reasonable, they give no assurance that such expectations will prove to be
correct and you should be aware that actual results could differ materially from
those contained in the forward-looking statements. Forward-looking statements
are subject to a number of risks and uncertainties, including the risk factors
detailed in the Company's reports as filed with the Securities and Exchange
Commission. The Company assumes no obligation to update the information
contained in this news release.
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