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 11, 2008
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.) |
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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The Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”)
of Emerson Radio Corp. (the “Company”) over the past year conducted an independent review
of certain previously disclosed related party transactions (collectively, the “Related
Party Transactions”) between the Company (including its subsidiaries) and affiliates of
The Grande Holdings Limited (“Grande”), the Company’s controlling shareholder. On April
11, 2008, the Audit Committee delivered to the Board the final report (the “Report”) of
Pinnisi & Anderson, LLP (“P&A”), the law firm engaged by it to investigate such
transactions. The Report contains P&A’s findings with respect to the Related Party
Transactions and its recommendations of the steps which it believes should be undertaken
by the Board to address the matters described in the Report. The Audit Committee has
advised the Board that it has accepted the findings and recommendations of P&A. The
Board is currently reviewing the Report and considering what action, if any, should be
taken to address the findings and recommendations set forth in the Report.
On April 17, 2008, the Company issued a press release announcing the Board’s receipt
of the Report. The full text of the press release is attached hereto 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 Annual Report on Form 10-K
filed with the Securities and Exchange Commission.