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): August 22, 2005
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))
ITEM 7.01 REGULATION FD DISCLOSURE.
On August 22, 2005, Emerson Radio Corp. ("Emerson") issued a press release
announcing that its Chairman and Chief Executive Officer, Geoffrey P. Jurick,
entered into an agreement to sell 10,000,000 of his shares of Emerson common
stock. A copy of the press release is attached to this Current Report on Form
8-K as Exhibit 99.1 and is incorporated herein solely for purposes of this Item
7.01.
In accordance with General Instruction B.2 of Form 8-K, the information set
forth in this Item 7.01, including Exhibit 99.1, is furnished pursuant to Item
7.01 and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities under that section, nor shall such information be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing. The information set forth in this Item 7.01
shall not be deemed an admission as to the materiality of any information in
this report on Form 8-K that is required to be disclosed solely to satisfy the
requirements of Regulation FD.
ITEM 8.01. OTHER EVENTS.
On August 22, 2005, Emerson announced that its Chairman and Chief Executive
Officer, Geoffrey P. Jurick, entered into an agreement to sell 10,000,000 of his
shares of Emerson stock, at $5.20 per share, to a subsidiary of The Grande
Holdings Limited, 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 digital products. The purchase price will be paid
partly in cash and partly by a convertible debenture of Grande. The transaction
involves approximately 37% of Emerson's outstanding shares. Emerson further
announced that Mr. Jurick intends to retire as its Chairman and Chief Executive
Officer within approximately 60 days.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
As described above, the following Exhibit is furnished as part of this Current
Report on Form 8-K:
Exhibit 99.1 Press release dated August 22, 2005
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: August 25, 2005