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): March 30, 2006
EMERSON RADIO CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-25226 22-3285224
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(State Or Other (Commission (IRS Employer
Jurisdiction Of File Number) Identification No.)
Incorporation)
9 Entin Road, Parsippany, New Jersey 07054
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (973) 884-5800
Not Applicable
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(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))
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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On March 30, 2006, the Board of Directors of Emerson Radio Corp. (the
"Company") appointed Adrian Ma as the Chairman of the Board of Directors and
Chief Executive Officer of the Company. Mr. Ma, 61, is presently a director 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 audio, video and other consumer electronics and video products.
Grande is currently the holder of approximately 38.5% of the outstanding shares
of the Company. Mr. Ma has served as a director of Grande since January 15, 1999
and has more than 30 years experience as an Executive Chairman, Executive
Director and Managing Director of various organizations focused primarily in the
consumer electronics industry. He is also Director of Lafe Technology Ltd., Vice
Chairman and Managing Director of Ross Group Inc. and Deputy Chairman of Sansui
Electronics Co. Ltd. Mr. Ma has also been appointed to the "Office of the
Chairman," created by the Board of Directors of the Company in order to maximize
the strategic alliance between Grande and the Company. The other members of the
"Office of the Chairman" are Mr. Jurick, Eduard Will, the Chairman of Emerson's
Audit Committee, and Michael A.B. Binney, Grande's Chief Financial Officer.
Geoffrey P. Jurick, the Company's President and current Chairman and
Chief Executive Officer, confirmed his resignation as Chairman and Chief
Executive Officer of the Company as of March 30, 2006, the date Mr. Ma was
appointed as Mr. Jurick's successor. Mr. Jurick will continue to serve as a
director and the President of the Company.
On March 30, 2006, the Board of Directors of the Company approved the
appointment of Greenfield Pitts as an independent director of the Company,
bringing the number of independent directors to five. Mr. Pitts has a 30-year
background in international banking and was associated with Wachovia Bank, the
Company's present lender, for more than 25 years, with assignments in London,
Atlanta and Hong Kong.
A copy of the press release announcing the appointment of Mr. Ma as
Chairman of the Board and Chief Executive Officer of the Company, the
resignation of Mr. Jurick from those positions, and the appointment of Mr. Pitts
as a director is being filed with this Current Report on Form 8-K as Exhibit
99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit 99.1 - Press Release dated April 4, 2006.
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SIGNATURE
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.
EMERSON RADIO CORP.
By: /s/ Guy A. Paglinco
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Name: Guy A. Paglinco
Title: Vice President and Chief
Financial Officer
Dated: April 5, 2006
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