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): April 3, 2007
EMERSON RADIO CORP.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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001-07731
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22-3285224 |
(State Or Other
Jurisdiction Of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 9 Entin Road, Parsippany, New Jersey
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07054 |
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(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):
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))
Item 5.02 Departure of Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 3, 2007, Emerson Radio Corp. (the “Company”) entered into an employment
agreement (the “Agreement”) with Greenfield Pitts, the Chief Financial Officer of the
Company.
Pursuant to the Agreement, Mr. Pitts is entitled to receive (i) an annual base salary of
$250,000 or such greater amount as the Company may from time to time and in its sole discretion
determine and (ii) a discretionary bonus to be granted by the Company’s Board of Directors at the
end of the Company’s fiscal year. As additional compensation, Mr. Pitts is entitled (i) to four
weeks of paid vacation per year and (ii) to participate in and receive all benefits under any
welfare benefit plan or program, any retirement savings plan or program, and such other benefits or
perquisites of office (including, without limitation, paid holidays) as the Company may, from time
to time and in its sole discretion, make available generally to executive employees of the Company.
Mr. Pitts is also entitled to reimbursement for all reasonable business expenses incurred in the
performance of his duties under the Agreement, subject to the terms and conditions of the Company’s
then-prevailing expense policy.
The initial term of the Agreement expires on March 31, 2008 (the “Term”). The Agreement will
remain in full force and effect after expiration of the Term, and prior to and during any 90-day
period following receipt of notice of termination by the Company or Mr. Pitts. After the expiration
of the Term, the Company may terminate the Agreement upon 90 days’ advance written notice. At any
time during the Term or after the expiration thereof, Mr. Pitts may terminate the Agreement with 90
days’ notice.
The Company may terminate the Agreement at any time in the event of Mr. Pitts’ disability (as
such term is defined in the Agreement) for a period exceeding 90 days. In such event, Mr. Pitts
will be entitled to receive benefits under the Company’s short-term and long-term disability
insurance programs, if any, and the Company will have no further obligation under the Agreement
except with respect to payment of any and all benefits, and expense reimbursements applicable to
the period of Mr. Pitts’ employment under the Agreement until the date on which the Term would have
expired but for the termination by reason of disability. Such payments will be made in accordance
with then-prevailing Company policy and practice.
The Company may also terminate the Agreement for “cause” (as such term is defined in the
Agreement) at any time and without prior notice. In the event of a termination for cause, the
Company will have no further obligation under the Agreement except with respect to payment of any
and all salary, benefits, and expense reimbursements applicable to the period of Mr. Pitt’s
employment thereunder, in accordance with then-prevailing Company policy and practice.
Mr. Pitts is subject to standard confidentiality provisions contained in the Agreement.
The description of the Agreement set forth herein does not purport to be complete and is
qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed
as Exhibit 10.1 to this Current Report on Form 8-K.