10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 |
For the fiscal year ended March 31, 2007
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 |
For the transition period from to
Commission file number 001-07731
EMERSON RADIO CORP.
(Exact name of registrant as specified in its charter)
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| Delaware
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22-3285224 |
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| (State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number) |
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| Nine Entin Road, Parsippany, NJ
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07054 |
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| (Address of principal executive offices)
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(Zip Code) |
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| Registrant’s telephone number, including area code: (973) 884-5800
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| Securities registered pursuant to Section 12(b) of the Act: |
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| Title of each class |
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Name of each exchange on which registered |
Common Stock, par value $.01 per share
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American Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
o YES þ NO.
Indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or Section 15(d) of the Act). o YES þ NO.
Indicate by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing requirement for the past
90 days. þ YES o NO.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
o Large accelerated filer o Accelerated filer þ Non-accelerated filer
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). o YES þ NO.
Aggregate market value of the voting and non-voting common equity of the registrant
held by non-affiliates of the registrant at September 29, 2006 (computed by
reference to the last reported sale price of the Common Stock on the American Stock
Exchange on such date): $40,622,605.
Number of Common Shares outstanding at July 27, 2007:
27,129,832.
DOCUMENTS INCORPORATED BY REFERENCE: None
TABLE OF CONTENTS
The undersigned registrant hereby amends the following items of its Annual Report on Form
10-K for the fiscal year ended March 31, 2007 (the “10-K”): PART III, Items 10 — 14 and PART IV,
Item 15 of the 10-K are amended by the inclusion of such items herein.
PART III
ITEM 10 — DIRECTORS AND EXECUTIVE OFFICERS
Executive Officers and Directors
The following table sets forth certain information regarding the current directors of Emerson
Radio Corp. (“Emerson,” “us” or the “Company”).
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Director |
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Principal Occupation or Employment |
Christopher Ho
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57 |
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2006 |
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Christopher Ho has served as our
Chairman since July 2006. Mr. Ho
is presently the Chairman of The
Grande Holdings Limited (“Grande
Holdings”), 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 Holdings
is currently the holder of
approximately 50.8% of our
outstanding shares of common
stock. Christopher Ho graduated
with a Bachelor of Commerce
degree from the University of
Toronto in 1974. He is a member
of the Canadian Institute of
Chartered Accountants as well as
a member of the Institute of
Management Accountants of Canada.
He is also a certified public
accountant (Hong Kong) and a
member of the Hong Kong Society
of Accountants. He was a partner
in international accounting firms
before joining Grande Holdings
and has extensive experience in
corporate finance, international
trade and manufacturing. |
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Adrian Ma
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63 |
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2006 |
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Adrian Ma has served as our Chief
Executive Officer since March 30,
2006 and served as our Chairman
from March 30, 2006 through July
26, 2006. Mr. Ma continues to
serve as a Director. Mr. Ma is
presently a director of Grande
Holdings. Mr. Ma has served as a
director of Grande Holdings 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. Mr. Ma is
also Director of Lafe Technology
Ltd., Vice Chairman and Managing
Director of Ross Group Inc. and
Deputy Chairman of Sansui
Electronics Co., Ltd. |
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Director |
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Principal Occupation or Employment |
Greenfield Pitts
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57 |
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2006 |
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Greenfield Pitts has served as
our Chief Financial Officer since
February 2007 and a director
since March 2006. Mr. Pitts has
served as our Chief Financial
Officer since February 2007 and
as a Director since March 2006.
Mr. Pitts has a 30-year
background in international
banking and was associated with
Wachovia Bank, our present
lender, for more than 25 years,
with assignments in London,
Atlanta and Hong Kong. In the
past nine years he was in Hong
Kong managing a joint venture
between Wachovia and HSBC, then
in Corporate Finance for Wachovia
Securities. |
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Michael A.B. Binney
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47 |
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2005 |
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Michael A.B. Binney has served as
our Acting Group Controller since February 2007, President-International Sales
since July 2006 and as a Director
since December 2005. He is a
fellow member of the Institute of
Chartered Accountants in England
and Wales and a fellow member of
the Hong Kong Institute of
Certified Public Accountants. He
was a professional accountant for
several years before joining the
computer and electronics
industry. He is currently also
an Executive Director of Grande
Holdings, a company listed on the
Stock Exchange of Hong Kong as
well as several other public
companies in Malaysia, Japan,
Singapore and the United Kingdom. |
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Eduard Will
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65 |
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2006 |
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Eduard Will has served as our
President-North American
Operations since July 2006 and a
Director since January 2006.
Prior to becoming President-North
American Operations, Mr. Will
served as the Chairman of our
Audit Committee from January 2006
through July 2006. Mr. Will has
more than 37 years experience as
a merchant banker, senior advisor
and 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
Investments, Ltd. and Integrated
Data Corporation. |
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Peter G. Bünger
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1992 |
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Since 1990, a consultant with
Savarina AG, an entity engaged in
the business of portfolio
management monitoring in Zurich,
Switzerland; since October 1992,
a Director of Savarina AG; from
2002 to September 2006, an
independent consultant for
Emerson’s manufacturing efforts
in Europe; and from December 1996
through July 2005, a Director of
Sport Supply Group, Inc. (“SSG”),
which is quoted on the over the
counter bulletin board (OTC: SSPY). Following the sale of
Emerson’s issued and outstanding
shares of common stock of SSG |
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Principal Occupation or Employment |
Peter G. Bünger (cont.)
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(approximately 53.2% ownership)
in July 2005, Mr. Bünger resigned
as a Director of SSG. |
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W. Michael Driscoll (1)
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2006 |
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W. Michael Driscoll has served as
a Director since March 2006. Mr.
Driscoll has more than 36 years
experience as a director and
executive officer of various
public and private companies.
Presently, Mr. Driscoll is CEO of
Ithaca Technologies, LLC and
serves on the Boards of Directors
of IPC Corporation Ltd.,
Singapore, and Music Gear
Incorporated, USA. Mr. Driscoll
has also served as the Chairman
of the Board of ThinSoft
(Holdings) Ltd., Hong Kong and
President and Chief Executive
Officer of Dazzle Multimedia
Corporation, Smith Corona
Corporation, Austin Computer
Systems, Inc. and Technology
Applications, Ltd., Thailand. |
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Jerome H. Farnum (1)
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1992 |
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Jerome H. Farnum has served as a
Director since July 1992. Since
July 1994, Mr. Farnum has been an
independent consultant. For at
least five years prior to July
1994, Mr. Farnum was a senior
executive (in charge of legal and
tax affairs, accounting, asset
and investment management,
foreign exchange relations and
financial affairs) with several
entities comprising the Fidenas
group of companies, whose
activities encompassed merchant
banking, investment banking,
investment management and
corporate development. |
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Norbert R.
Wirsching (1)
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70 |
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2006 |
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Norbert R. Wirsching has served
as a Director since July 2006.
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, CEO of Polly Peck
International PLC, Electronics
Division, and Director 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. |
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Member of the Audit Committee |
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Board of Directors and Committees
Our business is managed under the direction of our Board of Directors. The Board of Directors
meets periodically during our fiscal year to review significant developments affecting Emerson and
to act on matters requiring Board of Director approval. The Board of Directors held 10 formal
meetings during the fiscal year ended March 31, 2007 (“Fiscal 2007”) and also acted by unanimous
written consent. During Fiscal 2007, each member of the Board of Directors participated in at
least 75% of the aggregate of all meetings of the Board of Directors and the aggregate of all
meetings of committees on which such member served, that were held during the period in which such
director served during Fiscal 2007.
During the period from the beginning of Fiscal 2007 until July 2006, the Board of Directors
had three standing committees, the Audit Committee, the Compensation and Personnel Committee and
the Nominating Committee. As of July 27, 2007, Grande Holdings beneficially owned an aggregate of
13,780,600 shares of our common stock, which represents approximately 50.8% of the shares of common
stock currently outstanding. Accordingly, Emerson is a “controlled company,” as such term is
defined in Section 801(a) of The American Stock Exchange Company Guide (the “Company Guide”). As a
“controlled company,” Emerson is not required to comply with Sections 802(a), 804 or 805 of the
Company Guide relating to independent directors, Board nominations and executive compensation,
respectively.
Under Section 802(a) of the Company Guide, we are exempt from the requirement that at least a
majority of the directors on our Board of Directors be independent directors as defined in Section
121A of the Company Guide because we are a “controlled company,” as such term is defined in Section
801(a) of the Company Guide, and we do not maintain a board of directors comprised of a majority of
independent directors that meet the definition of independence as set forth in the American Stock
Exchange and SEC rules. Four of our nine current directors meet the definition of independence as
established by the American Stock Exchange and SEC rules. As a result of its status as a
“controlled company,” since July 2006, the Board of Directors has had only one standing committee,
the Audit Committee. The functions of the Compensation and Personnel Committee and the Nominating
Committee during the period from the beginning of Fiscal 2007 until July 2006, and the functions of
the Audit Committee during Fiscal 2007 are described below. No member of any of any of such
committees was an employee of Emerson while serving on such committee.
The Board of Directors is responsible for the management and direction of Emerson and for
establishing broad corporate policies. It has initiated actions consistent with the Sarbanes-Oxley
Act of 2002, the Securities and Exchange Commission (the “SEC”) and the American Stock Exchange.
The Board of Directors has determined that from the beginning of Fiscal 2007 through July 26, 2006,
Messrs. Bünger, Driscoll, Farnum, Pitts and Will satisfied the independence standards of the
American Stock Exchange and the SEC’s Rule 10A-3. The Board of Directors has determined that
Messrs. Bünger, Driscoll, Farnum and Wirsching currently satisfy all such definitions of
independence. The Board of Directors has also determined that during the period from the beginning
of Fiscal 2007 through July 26, 2006, Eduard Will constituted our “audit committee financial
expert,” as such term is defined by the SEC. As a
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result of the appointment of Mr. Will as our President-North American Operations in July 2006, the
Board of Directors has determined that Mr. Driscoll currently constitutes our “audit committee
financial expert” as such term is defined by the SEC. Emerson has a policy of encouraging, but not
requiring, its Board members to attend annual meetings of stockholders. Last year, each of our
directors, at such time, attended the annual meeting of stockholders.
Audit Committee. Our Audit Committee is presently comprised of Messrs. Driscoll
(Chairman), Farnum and Wirsching. The Audit Committee is empowered by the Board of Directors to,
among other things: (i) serve as an independent and objective party to monitor our financial
reporting process, internal control system and disclosure control system; (ii) review and appraise
the audit efforts of our independent accountants; (iii) assume direct responsibility for the
appointment, compensation, retention and oversight of the work of the outside auditors and for the
resolution of disputes between the outside auditors and our management regarding financial
reporting issues; and (iv) provide the opportunity for direct communication among the independent
accountants, financial and senior management and the Board of Directors. During Fiscal 2007, the
Audit Committee performed its duties under a written charter approved by the Board of Directors and
formally met ten (10) times. A copy of our Audit Committee Charter is posted on our website:
www.emersonradio.com on the Investor Relations page.
Compensation and Personnel Committee. The Compensation and Personnel Committee was
comprised of Messrs. Bünger and Farnum and (i) made recommendations to the Board of Directors
concerning remuneration arrangements for senior executive management; (ii) administered our stock
option plans and (iii) made such reports and recommendations, from time to time, to the Board of
Directors upon such matters as the Compensation and Personnel Committee may deem appropriate or as
may be requested by the Board of Directors. The Compensation and
Personnel Committee did not formally meet during Fiscal 2007. Under Section 805 of the Company Guide, we are exempt from the requirement to
have the compensation of our executives determined by a compensation committee comprised solely of
independent directors or by a majority of the board’s independent directors because we are a
“controlled company,” as such term is defined in Section 801(a) of the Company Guide. As a result,
in July 2006, we disbanded the Compensation and Personnel Committee.
Nominating Committee. The Nominating Committee was comprised of Messrs. Bünger and
Farnum and was empowered by the Board of Directors to, among other functions: (i) recommend to the
Board of Directors qualified individuals to serve on our Board of Directors and (ii) identify the
manner in which the Nominating Committee evaluates nominees recommended for the Board of Directors.
Our Nominating Committee did not formally meet during Fiscal 2007. Under Section 804 of the Company
Guide, we are exempt from the requirement to have director nominees selected by a nominating
committee comprised entirely of independent directors or by a majority of the independent directors
because we are a “controlled company,” as such term is defined in Section 801(a) of the Company
Guide. As a result, in July 2006, we disbanded the Nominating Committee and the full Board of
Directors will participate in the consideration of director nominees in the future.
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Codes of Ethics
We have adopted a Code of Ethics for Senior Financial Officers (“Code of Ethics”) that applies
to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Controller and
Treasurer. This Code of Ethics was established with the intention of focusing Senior Financial
Officers on areas of ethical risk, providing guidance to help them recognize and deal with ethical
issues, providing mechanisms to report unethical conduct, fostering a culture of honesty and
accountability, deterring wrongdoing and promoting fair and accurate disclosure and financial
reporting.
We have also adopted a Code of Conduct for Officers, Directors and Employees of Emerson Radio
Corp. and Its Subsidiaries (“Code of Conduct”). We prepared this Code of Conduct to help all
officers, directors and employees understand and comply with our policies and procedures. Overall,
the purpose of our Code of Conduct is to deter wrongdoing and promote (i) honest and ethical
conduct, including the ethical handling of actual or apparent conflicts of interest between
personal and professional relationships; (ii) full, fair, accurate, timely and understandable
disclosure in reports and documents that we file with, or submit to, the SEC and in other public
communications made by us; (iii) compliance with applicable governmental laws, rules and
regulations; (iv) prompt internal reporting of code violations to an appropriate person or persons
identified in this Code of Conduct; and (v) accountability for adherence to the Code of Conduct.
The Code of Ethics and the Code of Conduct are posted on our website: www.emersonradio.com on
the Investor Relations page. If we make any substantive amendments to, or grant any waiver
(including any implicit waiver) from a provision of the Code of Ethics or the Code of Conduct, and
that relates to any element of the Code of Ethics definition enumerated in Item 406 (b) of
Regulation S-K, we will disclose the nature of such amendment or waiver on our website or in a
current report on Form 8-K.
Officers
The following table sets forth certain information regarding the current executive officers of
Emerson:
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Fiscal Year |
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Became Officer |
Christopher Ho
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57 |
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Chairman
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2006 |
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Adrian Ma
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63 |
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Chief Executive Officer and Director
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2006 |
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Greenfield Pitts
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Chief Financial Officer and Director
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Michael A.B. Binney
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President-International Sales,
Acting Group Controller and
Director
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2005 |
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Eduard Will
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President-North American Operations
and Director
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2006 |
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John J. Raab
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Senior Executive Vice President and
Chief Operating Officer
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Christopher Ho has served as our Chairman since July 2006. See Mr. Ho’s biographical
information above.
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Adrian Ma has served as our Chief Executive Officer since March 30, 2006 and served as our Chairman
from March 30, 2006 through July 26, 2006. Mr. Ma continues to serve as a director. See Mr. Ma’s
biographical information above.
Greenfield Pitts has served as our Chief Financial Officer since February 2007 and a director since
March 2006. See Mr. Pitts’ biographical information above.
Michael A.B. Binney has served as our President-International Sales since July 2006 and as a
Director since December 2005. See Mr. Binney’s biographical information above.
Eduard Will has served as our President-North American Operations since July 2006 and a Director
since January 2006. See Mr. Will’s biographical information above.
John J. Raab has served as Chief Operating Officer and Senior Executive Vice
President-International since May 2003, Executive Vice President-International from June 2000 to
May 2003, Senior Vice President-International from October 1997 to June 2000 and Senior Vice
President-Operations from October 1995 to October 1997.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
requires our directors, officers, and stockholders who beneficially own more than 10% of any class
of our equity securities registered pursuant to Section 12 of the Exchange Act, to file initial
reports of ownership and reports of changes in ownership with respect to our equity securities with
the Securities and Exchange Commission and the American Stock Exchange. All reporting persons are
required to furnish us with copies of all reports that such reporting persons file with the SEC
pursuant to Section 16(a) of the Exchange Act.
Based solely on our review of the copies of such forms received by us, the following reports
were not filed on a timely basis during Fiscal 2007: Grande Holdings, Ltd., a beneficial owner or
more than 10% of our outstanding shares of common stock, filed late nine Form 4’s with respect to
nine transactions pursuant to which Grande Holdings, Ltd. purchased shares of our common stock
during the period from April 13, 2006 through August 8, 2006; and John Florian, our former
Principal Accounting Officer and Principal Financial Officer, filed late a Form 3 reporting that he
became a “reporting person” within the meaning of Section 16(a) of the Exchange Act on June 6,
2006. Mr. Florian ceased to serve as our Principal Accounting Officer and Principal Financial
Officer upon Mr. Pitts’ appointment as our Chief Financial Officer on February 19, 2007.
ITEM 11 — EXECUTIVE COMPENSATION AND OTHER INFORMATION
Compensation Committee Report
Under the rules of the Securities and Exchange Commission, this report is not deemed to be
incorporated by reference by any general statement incorporating this Annual Report on Form 10-K by
reference into any filings with the Securities and Exchange Commission.
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Our entire Board of Directors performs equivalent functions of a compensation committee since
we are a “controlled company” and do not have a compensation committee. The Board of Directors has
reviewed and discussed with management the following Compensation Discussion and Analysis. Based
on such review and discussions, the Board of Directors recommends that the following Compensation
Discussion and Analysis be included in this Annual Report on Form 10-K.
Submitted by the Board of Directors
Christopher Ho
Adrian Ma
Greenfield Pitts
Michael A. B. Binney
Eduard Will
Peter G. Bünger
W. Michael Driscoll
Jerome H. Farnum
Norbert R. Wirsching
Compensation Discussion and Analysis
Introduction
This discussion presents the principles underlying our executive officer compensation program.
Our goal in this discussion is to provide the reasons why we award compensation as we do and to
place in perspective the data presented in the tables that follow this discussion. The focus is
primarily on compensation of our executive compensation for the fiscal year ended March 31, 2007,
but some historical and forward-looking information is also provided to put such year’s
compensation information in context. The information presented herein relates to Christopher Ho,
our Chairman, Adrian Ma, our Chief Executive Officer, Greenfield Pitts, our Chief Financial Officer
and our three other most highly compensated executive officers, who are sometimes referred to in
this Annual Report on Form 10-K as our “named executive officers.” Mr. Ho and Mr. Ma, however, did
not receive any salary or other compensation from us in Fiscal 2007.
Compensation Philosophy and Objectives
We attempt to apply a consistent philosophy to compensation for all employees, including
senior management. This philosophy is based on the premises that our success is dependent upon the
efforts of each employee and that a cooperative, team-oriented environment is an essential part of
our culture.
Our compensation programs for our named executive officers are designed to achieve a variety
of goals, including:
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attracting and retaining talented and experienced executives; |
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motivating and rewarding executives whose knowledge, skills and performance are
critical to our success; |
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aligning the interests of our executives and stockholders by motivating
executives to increase stockholder value in a sustained manner; and |
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provide a competitive compensation package which rewards achievement of our
goals. |
Elements of Executive Officer Compensation
Overview. Total compensation paid to our executive officers is influenced significantly by
the need to attract and retain management employees with a high level of expertise and to motivate
and retain key executives for our long-term success. Some of the components of compensation, such
as salary, are generally fixed and do not vary based on our financial and other performance. Some
components, such as bonus, stock options and stock award grants, are discretionary and are
dependent upon the achievement of certain goals jointly agreed upon by our management and our Board
of Directors. Furthermore, the value of certain of these components, such as stock options and
stock awards, is dependent upon our future stock price. Our Board of Directors has indicated that
it does not currently intend to grant new stock awards to our executive officer and employees.
However, the Board of Directors does intend to grant stock awards to non-employee directors and may
in the future change its current policy with respect to stock awards to executive officers and
employees.
We compensate our executive officers in these different ways in order to achieve different
goals. Cash compensation, for example, provides executive officers a minimum base salary.
Incentive bonus compensation is generally linked to the achievement of financial and business
goals, and is intended to reward executive officers for our overall performance in reaching annual
goals that are agreed to in advance by management and our Board of Directors. Although we may
utilize, stock options and grants of restricted stock in the future, we did not grant any stock
options or restricted stock during Fiscal 2007 to any of our executive officers; provided, however,
that Messrs. Pitts and Will did receive stock options during Fiscal 2007 in their capacities as
non-employee directors prior to being named as executive officers. See “—Cash and Other
Compensation.”
We view the three components of our executive officer compensation as related but distinct.
Although the Board of Directors does review total compensation, it does not believe that
compensation derived from one component of compensation necessarily should negate or reduce
compensation from other components. We determine the appropriate level for each compensation
component based in part, but not exclusively, on its historical practices with the individual and
our view of individual performance and other information we deem relevant. Our Board of Directors
has not engaged an outside consultant to assist the Board in the compensation process. The Board
of Directors does review publicly available data with respect to executive compensation at peer
group companies. The Board of Directors realizes that benchmarking our compensation against the
compensation earned at comparable companies may not always be appropriate, but believes that
engaging in a comparative analysis of compensation practices is
useful. The Board of Directors
has not adopted any formal policies or guidelines for allocating compensation between long-term and
currently paid out compensation, between cash and non-cash compensation, or among different forms
of compensation. We have not reviewed wealth
10
and retirement accumulation as a result of employment with us, and have only focused on fair
compensation for the year in question.
Base Salary. We pay our executive officers other than Mr. Ho and Mr. Ma, a base salary, which
we review and determine annually. We believe that a competitive base salary is a necessary element
of any compensation program. We believe that attractive base salaries can motivate and reward
executives for their overall performance. Base salaries are established in part based on the
individual position, responsibility, experience, skills and expected contributions during the
coming year of the executive and their performance during the prior year. We also have sought to
align base compensation levels comparable to our competitors and other companies in similar stages
of development. We do not view base salaries as primarily serving our objective of paying for
performance, but in attracting and retaining the most qualified executives necessary to run our
business.
Cash Incentive Bonuses. Consistent with our emphasis on pay-for-performance incentive
compensation programs, our executives are eligible to receive annual performance bonuses or
discretionary bonuses that must be approved by our Board of
Directors; provided, however, that the bonus paid to our
President - North American Operations in Fiscal 2007 was approved by
our Chairman of the Board. The primary objective of
our annual cash incentive bonuses is to motivate and reward our employees, including our named
executive officers, for meeting our short-term objectives using a pay-for-performance program with
objectively determinable performance goals. For the fiscal year ended March 31, 2007, none of our
named executive officers, except for Mr. Will, our President-North American Operations, received a
cash bonus. We do not have a formal policy on the effect on bonuses of a subsequent restatement or
other adjustment to the financial statements, other than the penalties provided by law.
Equity Compensation. We review our equity compensation plans annually. Under our plans,
employees are eligible for annual stock option and restricted stock award grants based on targeted
levels and we have in the past granted stock options to our executive officers and employees.
These options and grants are intended to produce value for each executive officer if (i) our
stockholders derive significant sustained value; and (ii) the executive officer remains with us.
We do not have any program, plan or obligation that requires us to grant equity compensation to any
executive officer on specified dates. The authority to make equity grants to executive officers
rests with the Board of Directors, although, as noted above, the Board of Directors does not
currently intend to grant any new stock awards to our executive officers or employees. We did not
grant any stock options or restricted stock awards during our fiscal year ended March 31, 2007;
provided, however, that Messrs. Pitts and Will did receive stock options during Fiscal 2007 in
their capacities as non-employee directors prior to being named as executive officers. See “—Cash
and Other Compensation.”
Severance and Change-in-Control Benefits.
We do not provide to any of our executive officers any severance or change in control benefits
in the event of termination or retirement, whether following a change-in-control or otherwise.
Employment Agreements.
11
We have employment agreements with certain of our executive officers, each of which is
described below.
Effective September 1, 2001, John J. Raab, Chief Operating Officer and Senior Executive Vice
President, entered into a three-year employment agreement (the “Raab Employment Agreement”) with
us, providing for an annual compensation of $250,000, which was increased to $257,500, effective
April 1, 2002, and $275,000, effective April 1, 2003. By letter agreement dated effective as of
September 1, 2004, the term of the Raab Employment Agreement was extended through and including
August 31, 2007 and his annual compensation was increased to $286,000, effective April 1, 2005. In
addition to his base salary, Mr. Raab may also receive an additional annual performance bonus,
subject to the final approval of our Board of Directors. In the event that Mr. Raab were to be
terminated due to permanent disability, without cause or as a result of constructive discharge, the
estimated dollar amount to be paid after March 31, 2007, to such individual, based on the terms of
his contract, would be $119,117. Mr. Raab’s contract has not been extended and will expire on
August 31, 2007, at which time Mr. Raab will resign as our Chief Operating Officer and Senior
Executive Vice President.
Eduard Will, our President-North American Operations, entered into an employment agreement
(the “Will Employment Agreement”) with us on July 27, 2006 that provides that Mr. Will shall serve
as our President — North American Operations through June 30, 2007. Following the initial term of
the agreement (June 30, 2007), we have the right to terminate the agreement upon 90 days prior
written notice and Mr. Will has the right to terminate the agreement upon 30 days prior written
notice. In addition, during the initial term, Mr. Will has the right to terminate the agreement
upon 90 days prior written notice. The agreement provides for annual compensation of $250,000. In
addition to his base salary, Mr. Will may also receive an additional annual performance bonus to be
recommended by the Board of Directors.
Greenfield Pitts, our Chief Financial Officer, entered into an employment agreement (the
“Pitts Employment Agreement”) with us on April 3, 2007, that provides that Mr. Pitts shall serve as
our Chief Financial Officer through March 31, 2008. Following the initial term of the agreement
(March 31, 2008), we have the right to terminate the agreement upon 90 days prior written notice
and Mr. Will has the right to terminate the agreement upon 30 days prior written notice. In
addition, during the initial term, Mr. Pitts has the right to terminate the agreement upon 90 days
prior written notice. The agreement provides for annual compensation of $250,000. In addition to
his base salary, Mr. Pitts may also receive a discretionary bonus at the end of our fiscal year
recommended by the Board of Directors.
Benefits. The executive officers participate in all of our employee benefit plans, such as
medical and 401(k) plan, on the same basis as our other employees.
Perquisites. Our use of perquisites as an element of compensation is very limited. We do not
view perquisites as a significant element of our comprehensive compensation structure.
12
The Process
The Board of Directors meetings regarding compensation typically involve a preliminary
discussion with our Chairman and our Chief Executive Officer prior to the Board of Directors
deliberating without any members of management present. For compensation decisions, including
decisions regarding the grant of bonuses relating to executive officers (other than our Chairman
and our Chief Executive Officer), the Board of Directors considers the recommendations of our
Chairman and our Chief Executive Officer and includes them in their
discussions; provided, however, that the bonus paid to our
President-North American Operations in Fiscal 2007 was approved by
our Chairman of the Board.
Regulatory Considerations
We account for the equity compensation expense for our employees under the rules of SFAS 123R,
which requires us to estimate and record an expense for each award of equity compensation over the
service period of the award. Accounting rules also require us to record cash compensation as an
expense at the time the obligation is accrued.
Cash and Other Compensation
The following table, which should be read in conjunction with the explanations provided above,
provides certain compensation information concerning our named executive officers for the fiscal
year ended March 31, 2007.
Summary Compensation Table
| |
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|
| |
|
|
|
|
|
|
|
|
|
|
|
Non-equity |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Incentive Plan |
|
All Other |
|
|
| Name and |
|
Fiscal |
|
|
|
|
|
Option |
|
Compensation |
|
Compensation |
|
|
| Principal Position |
|
Year |
|
Salary($) |
|
Awards($)(1) |
|
($)(2) |
|
($)(3) |
|
Total ($) |
Christopher Ho (4)
Chairman of the Board
|
|
|
2007 |
|
|
|
— |
|
|
—
|
|
|
— |
|
|
—
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adrian Ma (5)
Chairman of the Board
and Chief Executive
Officer |
|
|
2007 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greenfield Pitts (6)
Chief Financial Officer |
|
|
2007 |
|
| |
19,231 |
|
|
3,430 |
|
|
— |
|
|
— |
|
22,661 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John D. Florian (7)
Deputy Chief Financial
Officer
|
|
|
2007 |
|
|
|
146,492 |
|
|
— |
|
|
— |
|
|
15,020 |
|
161,512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guy Paglinco (8)
Vice President and Chief
Financial Officer
|
|
|
2007 |
|
|
|
33,250 |
|
|
58,669 |
|
|
— |
|
|
1,647 |
|
93,566 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael A. B. Binney (9)
President,-International
Operations, Acting Group Controller |
|
|
2007 |
|
|
|
— |
|
|
12,996 |
|
|
— |
|
|
— |
|
12,996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eduard Will (10)
President -North
American Operations |
|
|
2007 |
|
|
|
182,692 |
|
|
16,944 |
|
|
43,500 |
|
|
4,704 |
|
247,840 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John J. Raab
Senior Executive Vice
President and Chief
Operating Officer
|
|
|
2007 |
|
|
|
291,500 |
|
|
59,328 |
|
|
— |
|
|
20,141 |
|
370,969 |
|
|
|
| (1) |
|
Represents the expense to us pursuant to FAS 123(R) for the respective year for stock
options granted as long-term incentives pursuant to our 2004 Non-Employee Outside Director
Stock Option Plan or our 2004 Employee Stock Option Plan. All options
received by each of Messrs. Binney, Pitts and Will in the table above
were received by such person as a non-employee director and
prior to being named as an executive
officer. The amount of option expense shown in the Summary
Compensation Table for these three individuals is also included in
“Directors Compensation” on page 17. Immediately following the adoption by our |
13
|
|
|
| |
|
stockholders of an amendment to our 2004 Non-Employee Outside Director Stock Option Plan to
increase the number of shares available for issuance thereunder from 250,000 to 500,000 shares
in November 2006, each of Messrs. Pitts and Will received an option to purchase up to 25,000
shares of our common stock, each of whom began to serve as a director at a time when he was
not an employee of ours and no additional shares were available under such plan. See notes to
our financial statements for the fiscal years ended March 31, 2007, 2006 and 2005 for the
assumptions used for valuing the expense under FAS 123(R). |
| |
| (2) |
|
Represents bonus paid for such fiscal year. |
| |
| (3) |
|
The dollar amounts shown under the heading “All other compensation” represent the incremental
cost of all perquisites and other personal benefits to our named executive officers. |
| |
| (4) |
|
Mr. Ho was appointed as our Chairman in July 2006. Mr. Ho did not receive any salary or
other compensation from us in Fiscal 2007. |
| |
| (5) |
|
Mr. Ma was appointed as our Chairman and Chief Executive Officer on March 30, 2006 upon the
resignation of Geoffrey Jurick. Mr. Ma was replaced as our Chairman upon the appointment of
Mr. Ho in July 2006. Mr. Ma did not receive any salary or other compensation from us in
Fiscal 2007. |
| |
| (6) |
|
Mr. Pitts was appointed as our Chief Financial Officer in February 2007. |
| |
| (7) |
|
Mr. Florian was appointed as our Deputy Chief Financial Officer upon the resignation of Mr.
Paglinco from his position as Vice President and Chief Financial Officer in April 2006, and
was appointed as our Principal Financial Officer and Principal Accounting Officer in June
2006. Mr. Florian ceased to serve as our Deputy Financial Officer, Principal Financial
Officer and Principal Accounting Officer upon the appointment of Mr. Pitts as our Chief
Financial Officer in February 2007, at which time Mr. Florian became our Chief Financial
Officer, Emerson North American Operations. |
| |
| (8) |
|
Mr. Paglinco resigned as our Vice President and Chief Financial Officer effective April 14,
2006. |
| |
| (9) |
|
Mr. Binney was appointed to serve as our Acting Group
Controller in February 2007, and as our President-International Operations in July 2006 upon
Mr. Jurick’s resignation from his position as our President. Mr. Binney did not receive any
salary or other compensation from us in Fiscal 2007. |
| |
| (10) |
|
Mr. Will was appointed to serve as our President-North American Operations in July 2006 upon
Mr. Jurick’s resignation from his position as our President. |
Plan-Based Awards
Option and Stock Award Grants in Fiscal 2007
We did not grant any awards under any plan to any named executive officers during the fiscal
year ended March 31, 2007, other than our grant to each of Messrs. Pitts and Will of an option to
purchase 25,000 shares of our common stock under our 2004 Non-Employee Outside Director Stock
Option Plan in his capacity as a non-employee director and prior to being named an executive officer.
See “—Cash and Other Compensation.”
Stock Option Exercises and Stock Vested
The following table provides certain information with respect to option exercises for each of
the our named executive officers during the fiscal year ended March 31, 2007. We do not have any
outstanding stock appreciation rights.
14
Option Exercises and Stock Vested
| |
|
|
|
|
|
|
|
|
| |
|
Option Awards |
| |
|
Number of Shares |
|
|
| |
|
Acquired on |
|
Value Realized on |
| Name |
|
Exercise (#) |
|
Exercise($)(1) |
Christopher Ho (2) |
|
|
— |
|
|
|
— |
|
Adrian Ma (3) |
|
|
— |
|
|
|
— |
|
Greenfield Pitts (4) |
|
|
— |
|
|
|
— |
|
John Florian (5) |
|
|
— |
|
|
|
— |
|
Guy A Paglinco (6) |
|
|
30,000 |
|
|
$ |
97,650 |
|
Michael A.B. Binney (7) |
|
|
— |
|
|
|
— |
|
Eduard Will (8) |
|
|
— |
|
|
|
— |
|
John J. Raab |
|
|
— |
|
|
|
— |
|
|
|
|
| (1) |
|
Represents the difference between the market price of the underlying securities at
exercise of the option and the exercise price of the option. |
| |
| (2) |
|
Mr. Ho was appointed as our Chairman in July 2006. |
| |
| (3) |
|
Mr. Ma was appointed as our Chairman and Chief Executive Officer on March 30, 2006 upon the
resignation of Mr. Jurick. Mr. Ma was replaced as our Chairman upon the appointment of Mr. Ho
in July 2006. |
| |
| (4) |
|
Mr. Pitts was appointed as our Chief Financial Officer in February 2007. |
| |
| (5) |
|
Mr. Florian was appointed as our Deputy Chief Financial Officer upon the resignation of Mr.
Paglinco from his position as Vice President and Chief Financial Officer in April 2006 and as
our Principal Financial Officer and Principal Accounting Officer in June 2006. Mr. Florian
ceased to serve as our Deputy Financial Officer, Principal Financial Officer and Principal
Accounting Officer upon the appointment of Mr. Pitts as our Chief Financial Officer in
February 2007, at which time Mr. Florian became our Chief Financial Officer, Emerson North
American Operations. |
| |
| (6) |
|
Mr. Paglinco resigned as our Vice President and Chief Financial Officer effective April 14,
2006. |
| |
| (7) |
|
Mr. Binney was appointed to serve as our Acting Group
Controller in February 2007, and as our President -International Operations in July 2006
upon Mr. Jurick’s resignation from his position as our President. |
| |
| (8) |
|
Mr. Will was appointed to serve as our President-North American Operations in July 2006 upon
Mr. Jurick’s resignation from his position as our President. |
Outstanding Equity Awards at Fiscal Year End
The following table provides certain information concerning outstanding equity awards held by
each of our named executive officers at March 31, 2007.
15
Outstanding Equity Awards at Fiscal Year-End
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Option Awards |
| |
|
Number of |
|
Number of |
|
|
|
|
| |
|
Securities |
|
Securities |
|
|
|
|
| |
|
Underlying |
|
Underlying |
|
|
|
|
| |
|
Unexercised |
|
Unexercised |
|
|
|
|
| |
|
Options (#) |
|
Options (#) |
|
Option Exercise |
|
Option Expiration |
| Name |
|
Exercisable |
|
Unexercisable |
|
Price ($) |
|
Date |
| |
Christopher Ho (1) |
|
|
0 |
|
|
|
0 |
|
|
|
— |
|
|
|
— |
|
Adrian Ma (2) |
|
|
0 |
|
|
|
0 |
|
|
|
— |
|
|
|
— |
|
Greenfield Pitts (3) |
|
|
0 |
|
|
|
25,000 |
|
|
|
3.19 |
|
|
|
11/21/16 |
|
John Florian (4) |
|
|
0 |
|
|
|
0 |
|
|
|
— |
|
|
|
— |
|
Guy A Paglinco (5) |
|
|
20,000 |
|
|
|
0 |
|
|
|
2.62 |
|
|
|
6/13/07 |
|
Michael A.B. Binney
(6) |
|
|
8,333 |
|
|
|
16,667 |
|
|
|
3.23 |
|
|
|
12/9/15 |
|
Eduard Will (7) |
|
|
8,333 |
|
|
|
16,667 |
|
|
|
3.07 |
|
|
|
1/31/16 |
|
|
|
|
0 |
|
|
|
25,000 |
|
|
|
3.19 |
|
|
|
11/21/16 |
|
John J. Raab |
|
|
66,667 |
|
|
|
33,333 |
|
|
|
2.96 |
|
|
|
10/19/14 |
|
|
|
|
| (1) |
|
Mr. Ho was appointed as our Chairman in July 2006. |
| |
| (2) |
|
Mr. Ma was appointed as our Chairman and Chief Executive Officer on March 30, 2006 upon the
resignation of Mr. Jurick. Mr. Ma was replaced as our Chairman upon the appointment of Mr. Ho
in July 2006. |
| |
| (3) |
|
Mr. Pitts was appointed as our Chief Financial Officer in February 2007. |
| |
| (4) |
|
Mr. Florian was appointed as our Deputy Chief Financial Officer upon the resignation of Mr.
Paglinco from his position as Vice President and Chief Financial Officer in April 2006 and as
our Principal Financial Officer and Principal Accounting Officer in June 2006. Mr. Florian
ceased to serve as our Deputy Financial Officer, Principal Financial Officer and Principal
Accounting Officer upon the appointment of Mr. Pitts as our Chief Financial Officer in
February 2007, at which time Mr. Florian became our Chief Financial Officer, Emerson North
American Operations. |
| |
| (5) |
|
Mr. Paglinco resigned as our Vice President and Chief Financial Officer effective April 14,
2006. |
| |
| (6) |
|
Mr. Binney was appointed to serve as our Acting Group
Controller in February 2007, and as our President -International Operations in July 2006
upon Mr. Jurick’s resignation from his position as our President. |
| |
| (7) |
|
Mr. Will was appointed to serve as our President-North American Operations in July 2006 upon
Mr. Jurick’s resignation from his position as our President. |
Compensation of Directors
During Fiscal 2007, our directors who were not employees (“Outside Directors”), specifically
Messrs. Binney, Pitts and Will (until their employment with us in July 2006, February 2007 and July
2006, respectively) and Messrs. Bünger, Farnum, Driscoll and Wirsching were paid $45,000, $42,500,
$18,333, $45,000, $50,000, $53,334 and $32,083 respectively, for serving on the Board of Directors
and on our various committees during the period. Outside Directors are each paid an annual
director’s fee of $45,000; members of the Audit Committee are each paid an additional fee of $5,000
per annum; and the Chairman of the Audit Committee is paid an additional fee of $5,000 per annum.
All directors’ fees are paid in four equal quarterly installments per annum. Directors who are our
employees were not paid for
16
their services as a director while an employee of ours during Fiscal 2007. Additionally, each
director, who is not an employee, is eligible to participate in our 2004 Non-Employee Outside
Director Stock Option Plan. Directors of Emerson are reimbursed their expenses for attendance at
meetings. Further, we offer to provide health care insurance to each of our directors who is not
an employee.
In Fiscal 2007, Messrs. Driscoll, Farnum, Pitts, Will and Wirsching were granted
stock options, pursuant to the 2004 Non-Employee Outside Director Stock Option Plan, to purchase
50,000, 25,000, 25,000, 25,000 and 25,000 shares of our common stock, respectively, at an
exercise price of $3.19 per share. These options vest in equal installments over three
years, commencing one year from the date of grant, and their exercise is contingent upon continued
service as a member of our Board of Directors.
In
addition, during Fiscal 2007, Messrs. Driscoll, Farnum and
Wirsching earned fees of $42,350, $16,100 and $19,600 respectively,
for their services as members of a special committee of independent
directors formed in November 2006 to evaluate a proposal by The
Grande (Nominees) Limited, a subsidiary of Grande Holdings, to sell
to us a 51% interest in Capetronic Group, Ltd., a consumer electronics
manufacturer. Such
fees are included in the Director Compensation table below. The special committee was
disbanded in January 2007 after we were advised by The Grande
(Nominees) Limited that it determined not to pursue, at such time,
its proposal.
The following table provides certain information with respect to the compensation paid to our
Outside Directors during the fiscal year ended March 31, 2007.
Directors Compensation
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Fees earned |
|
|
|
|
| |
|
or paid in |
|
|
|
|
| Name |
|
cash ($) |
|
Option Awards ($)(1) |
|
Total ($) |
Michael A.B. Binney |
|
$ |
45,000 |
|
|
|
$12,996 |
|
|
|
$57,996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eduard Will |
|
$ |
42,500 |
|
|
|
$16,944 |
|
|
|
$59,444 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greenfield Pitts |
|
$ |
18,333 |
|
|
|
$ 3,430 |
|
|
|
$21,763 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter Bünger |
|
$ |
45,000 |
|
|
|
$15,250 |
|
|
|
$60,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jerome Farnum |
|
$ |
66,100 |
|
|
$ |
30,798 |
|
|
$ |
96,898 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mike Driscoll |
|
$ |
95,684 |
|
|
$ |
5,985 |
|
|
$ |
101,669 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Norbert Wirsching |
|
$ |
51,683 |
|
|
$ |
3,430 |
|
|
$ |
55,113 |
|
|
|
|
| (1) |
|
Represents the expense to us pursuant to FAS 123(R) for the respective year for stock
options granted as long-term incentives pursuant to our 2004 Non-Employee Outside Director
Stock Option Plan. See notes to our financial statements for the fiscal years ended March 31,
2007, 2006 and 2005 for the assumptions used for valuing the expense under FAS 123(R) |
| |
| (2) |
|
At March 31, 2007, Messrs. Binney, Will, Pitts, Bünger, Farnum, Driscoll and Wirsching had
options to purchase 25,000, 50,000, 25,000, 25,000, 75,000, 50,000
and 25,000, shares of our
common stock, respectively. |
17
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The following table sets forth, as of July 27, 2007, the beneficial ownership of (i) each
current director; (ii) each of our executive officers named in the Summary Compensation Table
(“executive officers”); (iii) our directors and executive officers as a group and (iv) each
stockholder known by us to own beneficially more than 5% of our outstanding shares of common stock.
Except as otherwise noted, the address of each of the following beneficial owners is c/o Emerson
Radio Corp., 9 Entin Road, Parsippany, New Jersey 07054.
| |
|
|
|
|
|
|
|
|
| |
|
Amount and Nature of |
|
|
| Name and Address of Beneficial Owners |
|
Beneficial Ownership (1) |
|
Percent of Class (1) |
Christopher Ho (2) |
|
|
13,780,600 |
|
|
|
50.8 |
% |
Karen Singer (3) |
|
|
1,415,300 |
|
|
|
5.2 |
% |
Adrian Ma |
|
|
0 |
|
|
|
0 |
% |
Michael A. B. Binney (4) |
|
|
8,333 |
|
|
|
|
* |
Eduard Will (5) |
|
|
8,333 |
|
|
|
|
* |
John J. Raab |
|
|
66,667 |
|
|
|
|
* |
John D. Florian |
|
|
0 |
|
|
|
0 |
% |
Peter G. Bünger (6) |
|
|
58,871 |
|
|
|
|
* |
W. Michael Driscoll (7) |
|
|
0 |
|
|
|
0 |
% |
Jerome H. Farnum (8) |
|
|
33,333 |
|
|
|
|
* |
Greenfield Pitts |
|
|
0 |
|
|
|
0 |
% |
Norbert Wirsching |
|
|
0 |
|
|
|
0 |
% |
Guy A. Paglinco (9) |
|
|
0 |
|
|
|
0 |
% |
All Directors and Executive
Officers as a Group (12 persons) (10) |
|
|
13,956,137 |
|
|
|
51.4 |
% |
|
|
|
| (*) |
|
Less than one percent. |
| |
| (1) |
|
Based on 27,129,832 shares of common stock outstanding as of July 27, 2007. Each
beneficial owner’s percentage ownership of common stock is determined by assuming that options that
are held by such person (but not those held by any other person) and that are exercisable or
convertible within 60 days of July 27, 2007 have been exercised. Except as otherwise indicated, the
beneficial ownership table does not include common stock issuable upon exercise of outstanding
options, which are not currently exercisable within 60 days of July 27, 2007. Except as otherwise
indicated and based upon our review of information as filed with the U.S. Securities and Exchange
Commission (“SEC”), we believe that the beneficial owners of the securities listed have sole
investment and voting power with respect to such shares, subject to community property laws where
applicable. |
| |
| (2) |
|
S&T International Distribution Ltd. (“S&T”) is the record owner of 10,000,000 shares of common
stock (the “Original Shares”) and The Grande Group Limited (“GGL”) is the record owner of 3,780,000
shares of common stock (the “Additional Shares” and together with the Original Shares, the
“Shares”). As the sole stockholder of S&T, Grande N.A.K.S. Ltd. (“N.A.K.S.”) may be deemed to own
beneficially the Original Shares. As the sole stockholder of N.A.K.S. and GGL, Grande Holdings
Limited (“Grande Holdings”) may be deemed to own beneficially the Shares. Mr. Ho has a beneficial
interest in approximately 67% of the capital stock of Grande Holdings. By virtue of such interest
and his position with Grande Holdings, Mr. Ho may be deemed to have power to vote and power to
dispose of the Shares beneficially held by Grande Holdings. Information with respect to the
ownership of these shares was obtained from a Schedule 13D/A filed on February 9, 2007. |
| |
| (3) |
|
Ms. Singer has sole dispositive and voting power with respect to 1,415,300 shares of our common
stock as |
18
|
|
|
| |
|
the trustee of Singer Children’s Management Trust. Information with respect to the ownership of
these shares was obtained from a Schedule 13G filed on April 26, 2007. |
| |
| (4) |
|
Mr. Binney’s ownership consists of options to purchase 8,333 shares of our common stock issued
pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are not exercisable within
60 days of July 27, 2007. Mr. Binney also has options to purchase 16,667 shares of our common
stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are not
exercisable within 60 days of July 27, 2007. |
| |
| (5) |
|
Mr. Will’s ownership consists of options to purchase 8,333 shares of our common stock pursuant
to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of
July 27, 2007. Mr. Will also has options to purchase 41,667 shares of our common stock issued
pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are not exercisable within
60 days of July 27, 2007. |
| |
| (6) |
|
Mr. Bünger’s ownership consists of 33,871 shares of common stock directly owned by him and
options to purchase 25,000 shares of our common stock issued pursuant to Emerson’s 2004
Non-Employee Director Stock Option Plan that are exercisable within 60 days of July 27, 2007. |
| |
| (7) |
|
Mr. Driscoll has options to purchase 50,000 shares of our common stock issued pursuant to
Emerson’s 2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of
July 27, 2007. |
| |
| (8) |
|
Mr. Farnum has options to purchase 33,333 shares of our common stock issued pursuant to Emerson’s 2004
Non-Employee Director Stock Option Plan that are exercisable within 60 days of July 27, 2007. Mr.
Farnum also has options to purchase 41,667 shares of our common stock issued pursuant to Emerson’s
2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of July 27,
2007. |
| |
| (9) |
|
Mr. Paglinco resigned as our Vice President and Chief Financial Officer effective April 14,
2006. |
| |
| (10) |
|
See footnotes (2) and (4) through (9). |
Equity Compensation Plan Information
The following table gives information about our common stock that may be issued upon the
exercise of options and rights under our 1994 Stock Compensation Program, 1994 Non-Employee
Director Stock Option Plan, Emerson Radio Corp. 2004 Employee Stock Incentive Plan and 2004
Non-Employee Outside Director Stock Option Plan and exercise of warrants, as of March 31, 2007 (the
“Plans”). The 1994 Plans expired in July 2004 and the remaining Plans are the only equity
compensation plans in existence as of March 31, 2007.
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Number of securities to be |
|
Weighted average exercise |
|
Number of securities |
| |
|
issued upon exercise of |
|
price of outstanding |
|
remaining available for |
| |
|
outstanding options, |
|
options, warrants and |
|
future issuance under |
| |
|
warrants and rights |
|
rights |
|
equity compensation plans |
| |
|
(a) |
|
(b) |
|
(c) |
Equity compensation plans
approved by security holders |
|
|
632,334 |
|
|
$ |
3.09 |
|
|
|
2,380,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans
not approved by security
holders |
|
|
100,000 |
|
|
|
4.00 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
732,334 |
|
|
$ |
3.21 |
|
|
|
2,380,000 |
|
19
ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
On December 5, 2005, The Grande Holdings Limited (“Grande”) purchased approximately 37%
(10,000,000 shares) of the Company’s outstanding common stock from our former Chairman and Chief
Executive Officer, Geoffrey P. Jurick. Since the initial purchase of common stock, Grande has
increased its holdings of Emerson Radio Corp. common stock through open market purchases to
approximately 50.8% of our outstanding common shares, as of June 30, 2007.
In January 2006, Emerson commenced leasing office space and procuring services in connection
with this office space rental in Hong Kong from Grande on terms which Emerson management believes
reflect arms length transactions. Under these arrangements, Emerson incurred expenses with Grande
of approximately $429,000 for the year ended March 31, 2007.
In December 2005, Emerson sold to Sansui Electronics (UK), an affiliate of Grande (“Sansui”),
the Company’s controlling stockholder, aging inventory then located in a warehouse in the United
Kingdom. The purchase price was approximately $900,000 and represented the estimated net
realizable value (after write downs) of the inventory. After further market price declines Sansui
sold the inventory in 2006 and remitted payment owed to Emerson in the amount of $454,822.
In the quarter ended December 31, 2006, Emerson recorded $33.1 million of net revenues and
$50,000 of operating profit as a consequence of its participation in a “Black Friday” promotion of
42” plasma television sets by a major retailer. In this transaction, Emerson played several
different roles. It assisted in the manufacturing of the product by providing financial assistance
to the manufacturer of the television sets, Capetronic Display Limited (“Capetronic”), a subsidiary
of Grande. This working capital support, which was provided on an unsecured basis, included (i)
the deposit with Capetronic of approximately $6.7 million in order to assist Capetronic in
purchases from its parts suppliers, (ii) the opening of approximately $22.1 million of letters of
credit under its credit line with Wachovia Bank, for the benefit of Capetronic, which enabled
Capetronic to purchase additional parts from its suppliers and (iii) the borrowing of monies under
its credit line when the letters of credit were drawn down upon the delivery of the parts to
Capetronic. In addition, Emerson purchased the television sets from Capetronic and resold them to
a distributor. All amounts owed by Capetronic to Emerson relating to this transaction have been
paid in full, subsequent to March 31, 2007.
In October 2006, Emerson entered into an agreement with a consumer electronics distributor
(the “Licensee”) pursuant to which, among other things, Emerson agreed to grant the Licensee a
license to distribute and sell LCD televisions (“LCD sets”) in North America under Emerson’s “H.H.
Scott” brand name. In the fiscal quarter ended December 31, 2006, the Licensee began selling 32”
and 37” LCD sets to a major United States based retailer. Pursuant to the terms of the agreement
with the licensee, Emerson was paid a royalty of $110,000 as a result of such sales through March
31, 2007.
As part of its contribution to the revival of the “H.H. Scott” name, Emerson provided
unsecured financial assistance to Capetronic, Nakamichi Corporation (“Nakamichi”), Akai
20
Electric (China) Co. Ltd. (“Akai”), and Sansui, each of which is a wholly-owned subsidiary of
Grande, the manufacturer of the LCD sets, in the form of letters of credit and loans which in the
aggregate approximated $22.0 million at December 31, 2006. In reviewing the documentation for
certain of the letters of credit referred to above, Emerson determined that some of the parts for
which letters of credit were opened were to be used for the manufacture of 27” and 42” television
sets to be sold to the Licensee by Akai. Emerson had no direct or indirect interest in such sales,
and Capetronic paid Emerson $57,000 as a fee for facilitating such transaction.
On February 21, 2007, Capetronic, Nakamichi Corporation, a Japanese corporation, Akai Electric
(China) Co. Ltd., a People’s Republic of China corporation, and Sansui Electric (China) Co. Ltd., a
People’s Republic of China corporation (collectively, the “Borrowers”), each of which is a
wholly-owned subsidiary of Grande, jointly and severally, issued a promissory note (the “Note”) in
favor of the Company in the principal amount of approximately $23,500,000. Such amount is included
in “Due from Affiliates” in the accompanying balance sheet as of March 31, 2007. The principal
amount of the Note represented the outstanding amount currently owed to the Company, as of March
31, 2007, as a result of certain related party transactions entered into between the Company and
the Borrowers described above, including interest that had accrued from the date of such related
party transactions until the date of the Note. Simultaneously with the execution of the Note,
Grande executed a guaranty (the “Guaranty”) in favor of the Company pursuant to which Grande
guaranteed payment of all of the obligations of the Borrowers under the Note in accordance with the
terms thereof.
Interest on the unpaid principal balance of the Note accrued at a rate of 8.25% per annum,
commencing on February 21, 2007, until all obligations under the Note were paid in full, subject to
an automatic increase of 2% per annum in the event of default under the Note in accordance with the
terms thereof. Payments of principal and interest under the Note were to be made in nine
installments from April 1, 2007 through June 3, 2007 in such amounts and on such dates as set forth
in the Note, with all amounts of interest due under the Note scheduled to be paid with the final
installment.
As of June 3, 2007, all amounts due under the note have been repaid.
Since August 2006, Emerson has been providing to Sansui Sales PTE Ltd (“Sansui”) and Akai
Sales PTE Ltd (“Akai”), both of which are subsidiaries of Grande, assistance with acquiring their
product. Emerson issues purchase orders to third-party suppliers who manufacture this product, and
Emerson issues sales invoices to Sansui and Akai at gross amounts for this product. Sansui and
Akai provide financing for this product in the form of transfer letters of credit to the suppliers,
and goods are shipped directly from the suppliers to Sansui’s and Akai’s customers. Emerson
recorded income totaling $233,000 for providing this service in fiscal 2007.
Effective January 1, 2006, we entered into a lease for office space in Hong Kong with Grande
and an agreement for services in connection with this office space rental from Grande, which was
extended through December 31, 2008, and which will expire unless terminated earlier by either party
upon three months prior written notice of termination by either party. For the fiscal year ended
March 31, 2007, we incurred expenses to Grande of approximately $429,000 under these arrangements.
21
In
May 2007, we entered into an agreement with Goldmen Electronic Co. Ltd. (“Goldmen”),
with a manufacturing facility in Guangdong, China, pursuant to which we agreed to pay Goldmen
approximately $1,682,220 in exchange for Goldmen’s manufacture and delivery to us of musical
instruments in order for us to meet our delivery requirements of these instruments in the first
week of September 2007. In July 2007, we learned that Goldmen had filed for bankruptcy and was
unable to manufacture the musical instruments we had ordered. Promptly after we learned of
Goldmen’s bankruptcy, Capetronics agreed to manufacture the musical instruments on substantially
the same terms and conditions, including the price, as Goldmen had agreed to manufacture them.
Accordingly, on July 12, 2007, we purchased from Goldmen the molds and equipment necessary for
Capetronics to manufacture the musical instruments for approximately
$124,000, and on or about July 16,
2007, we made an upfront payment of approximately $1,682,220 to
Capetronics. On July 20, 2007,
Capetronics advised us that it is unable to manufacture the musical instruments for us because it
does not have the requisite governmental licenses to do so, and in connection therewith, we have
requested the return of our upfront payment. We continue to own the molds and equipment we
purchased from Goldmen.
Future Transactions
We have adopted a policy that all future affiliated transactions will be made or entered into
on terms no less favorable to us than those that can be obtained from unaffiliated third parties.
In addition, all future affiliated transactions, must be approved by a majority of the independent
outside members of our Board of Directors who do not have an interest in the transactions.
Director Independence
We have nine directors, Christopher Ho, Adrian Ma, Greenfield Pitts, Michael A.B. Binney,
Eduard Will, Peter G. Bünger, W. Michael Driscoll, Jerome H. Farnum and Norbert R. Wirsching. Our
Board of Directors has determined that each of that Messrs. Bünger, Driscoll, Farnum and Wirsching
are “independent” as defined under the American Stock Exchange listing standards.
ITEM 14 — PRINCIPAL ACCOUNTANT FEES AND SERVICES
In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the Audit
Committee’s charter, all audit and audit-related work and all non-audit work performed by our
independent accountants, Moore Stephens, P.C., is approved in advance by the Audit Committee,
including the proposed fees for such work. The Audit Committee is informed of each service actually
rendered.
| |
Ø |
|
Audit Fees. Audit fees billed to us by Moore Stephens for the audit of
the financial statements included in our Annual Reports on Form 10-K, and
reviews by Moore Stephens of the financial statements included in our
Quarterly Reports on Form 10-Q, for the fiscal years ended March 31, 2006
and 2007 totaled approximately $292,704 and $110,000, respectively. |
22
| |
Ø |
|
Audit-Related Fees. We were billed $0 and $62,596 by Moore Stephens for
the fiscal years ended March 31, 2006 and 2007, respectively, for
assurance and related services that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported under the caption Audit Fees above. |
| |
| |
Ø |
|
Tax Fees. Moore Stephens billed us an aggregate of
$64,00 and
$0, for the fiscal years ended March 31, 2006 and 2007, respectively,
for tax services, principally related to the preparation of income tax
returns and related consultation. |
| |
| |
Ø |
|
All Other Fees. We were billed $0 and $114,260 by Moore Stephens for the
fiscal years ended March 31, 2006 and 2007, respectively, for permitted
non-audit services, principally procedures in connection with the audit of our
parent company’s consolidated financial statements for its
fiscal year ended December 31, 2006, a portion of which will be
credited to our audit fees for the audit of our financial statements
for our fiscal year ended March 31, 2007. |
Applicable law and regulations provide an exemption that permits certain services to
be provided by our outside auditors even if they are not pre-approved. We have not relied
on this exemption at any time since the Sarbanes-Oxley Act was enacted.
23
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES
| |
(a) |
|
Financial Statements and Schedules (incorporated by reference to
Item 8 of Emerson Annual Report on Form 10-K for the year ended March 31,
2007). |
| |
| |
(b) |
|
Exhibits |
Exhibit Number
| |
|
|
| Exhibit Number |
|
|
3.1
|
|
Certificate of Incorporation of Emerson (incorporated
by reference to Exhibit (3) (a) of Emerson’s
Registration Statement on Form S-1, Registration No.
33-53621, declared effective by the SEC on August 9,
1994). |
|
|
|
3.4
|
|
Certificate of Designation for Series A Preferred Stock
(incorporated by reference to Exhibit (3) (b) of
Emerson’s Registration Statement on Form S-1,
Registration No. 33-53621, declared effective by the
SEC on August 9, 1994). |
|
|
|
3.5
|
|
Amendment dated February 14, 1996 to the Certificate of
Incorporation of Emerson (incorporated by reference to
Exhibit (3) (a) of Emerson’s Quarterly Report on Form
10-Q for the quarter ended December 31, 1995). |
|
|
|
3.6
|
|
By-Laws of Emerson adopted March 1994 (incorporated by
reference to Exhibit (3) (e) of Emerson’s Registration
Statement on Form S-1, Registration No. 33-53621,
declared effective by the SEC on August 9, 1994). |
|
|
|
3.7
|
|
Amendment dated November 28, 1995 to the By-Laws of
Emerson adopted March 1994 (incorporated by reference
to Exhibit (3) (b) of Emerson’s Quarterly Report on
Form 10-Q for the quarter ended December 31, 1995). |
|
|
|
10.12
|
|
License Agreement effective as of January 1, 2001 by
and between Funai Corporation and Emerson (incorporated
by reference to Exhibit (10) (z) of Emerson’s Quarterly
Report on Form 10-Q for the quarter ended September 30,
2000). |
|
|
|
10.12.1
|
|
First Amendment to License Agreement dated February 19,
2002 by and between Funai Corporation and Emerson
(incorporated by reference to Exhibit (10.12.1) of
Emerson’s Annual Report on Form 10-K for the year ended
March 31, 2002). |
|
|
|
10.12.2
|
|
Second Amendment to License Agreement effective August
1, 2002 by and between Funai Corporation and Emerson
(incorporated by reference to Exhibit (10.12.2) of
Emerson’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002). |
|
|
|
10.12.3
|
|
Third Amendment to License Agreement effective February
18, 2004 by and between Funai Corporation and Emerson
(incorporated by reference to Exhibit 10.12.3 of
Emerson’s Annual Report on Form 10-K for the year
ending March 31, 2004) |
|
|
|
10.12.4
|
|
Fourth Amendment to License Agreement effective
December 3, 2004 by and between Funai Corporation, Inc.
and Emerson (incorporated by reference to Exhibit
(10.12.4) of Emerson’s Quarterly Report on Form 10-Q
for the quarter ended December 31, 2004). |
24
| |
|
|
| Exhibit Number |
|
|
10.12.5
|
|
Fifth Amendment to License Agreement effective May 18,
2005 by and between Funai Corporation, Inc. and Emerson
(incorporated by reference to Exhibit (10.12.5) of
Emerson’s Annual Report on Form 10-K for the year
ending March 31, 2005) |
|
|
|
10.12.7
|
|
Seventh Amendment to License Agreement effective
December 22, 2005 by and between Funai Corporation,
Inc. and Emerson (incorporated by reference to Exhibit
10.1 of Emerson’s Current Report on Form 8-K filed on
December 28, 2005) |
|
|
|
10.13
|
|
Second Lease Modification dated as of May 15, 1998
between Hartz Mountain, Parsippany and Emerson
(incorporated by reference to Exhibit (10) (v) of
Emerson’s Annual Report on Form 10-K for the year ended
April 3, 1998). |
|
|
|
10.13.1
|
|
Third Lease Modification made the 26 day of October,
1998 between Hartz Mountain Parsippany and Emerson
(incorporated by reference to Exhibit (10) (b) of
Emerson’s Quarterly Report on Form 10-Q for the quarter
ended October 2, 1998). |
|
|
|
10.13.2
|
|
Fourth Lease Modification made the 12th day of
February, 2003 between Hartz Mountain Parsippany and
Emerson (incorporated by reference to Exhibit (10.13.2)
of Emerson’s Annual Report on Form 10-K for the year
ended March 31, 2003). |
|
|
|
10.13.4
|
|
Fifth Lease Modification Agreement made the 2nd day of
December, 2004 between Hartz Mountain Industries, Inc.
and Emerson (incorporated by reference to Exhibit
(10.13.3) of Emerson’s Quarterly Report on Form 10-Q
for the quarter ended December 31, 2004). |
|
|
|
10.13.3
|
|
Lease Agreement dated as of October 8, 2004 between
Sealy TA Texas, L.P., a Georgia limited partnership,
and Emerson Radio Corp. (incorporated by reference to
Exhibit (10.13.3) of Emerson’s Quarterly Report on Form
10-Q for the quarter ended September 30, 2004). |
|
|
|
10.13.5
|
|
Lease Agreement (Single Tenant) between Ontario
Warehouse I, Inc., a Florida corporation, as Landlord,
and Emerson Radio Corp., a Delaware corporation, as
Tenant, effective as of December 6, 2005 (incorporated
by reference to Exhibit 10.1 to Emerson’s Current
Report on Form 8-K filed on January 4, 2006). |
|
|
|
10.13.6
|
|
Letter agreement, dated November 28, 2005, between
Emerson Radio Corp. and The Grande Group (hong Kong)
limited regarding lease of office space. |
|
|
|
10.13.7
|
|
Letter agreement, dated November 28, 2005, between
Emerson Radio Corp. and The Grande Group (hong Kong)
limited regarding management services for office space. |
|
|
|
10.14.1
|
|
Purchasing Agreement, dated March 5, 1999, between
AFG-Elektronik GmbH and Emerson Radio International
Ltd. (incorporated by reference to Exhibit (10) (aa) of
Emerson’s Annual Report on Form 10-K for the year ended
April 2, 1999). |
25
| |
|
|
| Exhibit Number |
|
|
10.18.1
|
|
Emerson Radio Corp. 2004 Employee Stock Incentive Plan
(incorporated by reference to Exhibit 1 of Emerson’s
2004 Proxy Statement). |
|
|
|
10.18.2
|
|
Emerson Radio Corp. 2004 Non-Employee Outside Director
Stock Option Plan (incorporated by reference to Exhibit
2 of Emerson’s 2004 Proxy Statement). |
|
|
|
10.26
|
|
Employment Agreement between Emerson Radio Corp. and
John J. Raab, effective as of September 1, 2001
(incorporated by reference to Exhibit 10.26 of
Emerson’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001). |
|
|
|
10.26.4
|
|
Employment Agreement extension letter between Emerson
Radio Corp. and John J. Raab effective as of September
1, 2004 (incorporated by reference to Exhibit 10.26.4
of Emerson’s Quarterly Report on Form 10-Q for the
quarter ended December 31, 2004). |
|
|
|
10.26.5
|
|
Agreement between Emerson Radio and Guy A. Paglinco,
dated March 23, 2006 (incorporated by reference to
Exhibit 10.1 to Emerson’s Current Report on Form 8-K
filed on March 29, 2006). |
|
|
|
10.27.5
|
|
Loan and Security Agreement dated as of December 23,
2005, among Emerson Radio Corp., Emerson Radio Macao
Commercial Offshore Limited, Majexco Imports, Inc.,
Emerson Radio (Hong Kong) Ltd., and Emerson Radio
International Ltd. (as Borrowers) and Wachovia Bank,
National Association.(incorporated by reference to
Exhibit 10.2 of Emerson’s Form 8-K dated December 28,
2005). |
|
|
|
10.28
|
|
Common Stock Purchase Warrant Agreement entered into on
August 1, 2002 by and between Emerson Radio Corp. and
Further Lane Asset Management LP (incorporated by
reference to Exhibit 10.28 of Emerson’s Quarterly
Report on Form 10-Q for the quarter ended September 30,
2002). |
|
|
|
10.28.1
|
|
Form of Common Stock Warrant Agreement entered into on
October 7, 2003 by and between Emerson Radio Corp. and
Ladenburg Thalmann & Co., Inc. (incorporated by
reference to Exhibit 10.28.1 of Emerson’s Quarterly
Report on Form 10-Q for the quarter ended December 31,
2003). |
|
|
|
10.28.2
|
|
Common Stock Purchase Warrant Agreement entered into on
August 1, 2004 by and between Emerson Radio Corp. and
EPOCH Financial Services, Inc. (incorporated by
reference to Exhibit 10.28.2 of Emerson’s Quarterly
Report on Form 10-Q for the quarter ended September 30,
2004). |
|
|
|
10.28.3
|
|
Stock Purchase Agreement among Emerson Radio Corp.,
Collegiate Pacific Inc. and Emerson Radio (Hong Kong)
Limited dated July 1,2005 (incorporated by reference to
Exhibit 2.1 to Emerson’s Current Report on Form 8-K
filed on July 8, 2005). |
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10.30
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Agreement, dated July 26, 2006, between Emerson Radio
Corp. and Eduard Will (incorporated by reference to
Exhibit 10.30 to Emerson’s Annual Report on Form 10-K/A
filed on August 1, 2006). |
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10.31
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Agreement, dated March 30, 2007, between Emerson Radio
Corp. and Greenfield Pitts (incorporated by reference
to Exhibit 10.1 to Emerson’s Current Report on Form 8-K
filed on April 6, 2007) |
26
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| Exhibit Number |
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14.1
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Code of Ethics for Senior Financial Officers
(incorporated by reference to Exhibit 14.1 of Emerson’s
Annual Report on Form 10-K for the year ended March 31,
2004). |
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16.1
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Letter of BDO, dated as of March 13, 2006, to the
Securities and Exchange Commission (incorporated by
reference to Exhibit 16.1 of Emerson’s Current Report
on Form 8-K filed on March 13, 2006). |
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21.1
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Subsidiaries of the Company as of March 31,
2007(incorporated by reference to Exhibit 21.1 of
Emerson Annual Report on Form 10-K for the year ended
March 31, 2007) |
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23.1
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Consent of Independent Registered Public Accounting
Firm – Moore Stephens, P.C. (incorporated by reference
to Exhibit 23.1 of Emerson Annual Report on Form 10-K
for the year ended March 31, 2007). |
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23.2
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Consent of Independent Registered Public Accounting
Firm – BDO Seidman, LLP. (incorporated by reference to
Exhibit 21.1 of Emerson Annual Report on Form 10-K for
the year ended March 31, 2007) |
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31.1
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Certification of the Company’s Chief Executive Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.* |
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31.2
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Certification of the Company’s Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.* |
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|
|
32
|
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Certification of the Company’s Chief Executive Officer
and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.* |
27
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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EMERSON RADIO CORP. |
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By:
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/s/ Adrian Ma |
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Adrian Ma
Chief Executive Officer |
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Dated:
July 31, 2007
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
| |
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/s/ Christopher Ho
Christopher Ho
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Chairman of the Board
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July 31, 2007 |
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Chief Executive Officer and Director
(Principal Executive Officer)
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July 31, 2007 |
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/s/ Greenfield Pitts
Greenfield Pitts
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Chief Financial Officer and Director
(Principal Financial and Accounting
Officer)
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July 31, 2007 |
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/s/ Michael A. B. Binney
Michael A. B. Binney
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President-International Sales and
Director
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July 31, 2007 |
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President-North American Operations
and Director
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July 31, 2007 |
28
| |
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/s/ Peter G. Bünger
Peter G. Bünger
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Director
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July 31, 2007 |
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/s/ Jerome H. Farnum
Jerome H. Farnum
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Director
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July 31, 2007 |
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/s/ W. Michael Driscoll
W. Michael Driscoll
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Director
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July 31, 2007 |
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/s/ Norbert R. Wirsching
Norbert R. Wirsching
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Director
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July 31, 2007 |
29