UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13D-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13D-2(a)
(Amendment No. 26)*
Emerson Radio Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
291087203
(CUSIP Number)
Francis Hui
Nimble Holdings Company Limited
11th Floor, The Grande Building
398 Kwun Tong Road
Kowloon, Hong Kong
852-92371885
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 28, 2018
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 291087203
| 1 | NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above person (entities only)
S&T International Distribution Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
AF, BK | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
None | ||||
| 8 | SHARED VOTING POWER
15,243,283 shares of Common Stock | |||||
| 9 | SOLE DISPOSITIVE POWER
None | |||||
| 10 | SHARED DISPOSITIVE POWER
15,243,283 shares of Common Stock | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,243,283 shares of Common Stock | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.5% based on 22,571,951 shares of common stock outstanding as of June 15, 2018, as reported by the Issuer on its annual report on Form 10-K for the fiscal year ended March 31, 2018, filed with the Commission on June 28, 2018. | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
CUSIP No. 291087203
| 1 | NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above person (entities only)
Grande N.A.K.S. Ltd | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
AF, BK | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
None | ||||
| 8 | SHARED VOTING POWER
15,243,283 shares of Common Stock | |||||
| 9 | SOLE DISPOSITIVE POWER
None | |||||
| 10 | SHARED DISPOSITIVE POWER
15,243,283 shares of Common Stock | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,243,283 shares of Common Stock | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.5% based on 22,571,951 shares of common stock outstanding as of June 15, 2018, as reported by the Issuer on its annual report on Form 10-K for the fiscal year ended March 31, 2018, filed with the Commission on June 28, 2018. | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
CUSIP No. 291087203
| 1 | NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above person (entities only)
Nimble Holdings Company Limited (formerly known as The Grande Holdings Limited) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
WC, BK | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
None | ||||
| 8 | SHARED VOTING POWER
15,243,283 shares of Common Stock | |||||
| 9 | SOLE DISPOSITIVE POWER
None | |||||
| 10 | SHARED DISPOSITIVE POWER
15,243,283 shares of Common Stock | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,243,283 shares of Common Stock | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.5% based on 22,571,951 shares of common stock outstanding as of June 15, 2018, as reported by the Issuer on its annual report on Form 10-K for the fiscal year ended March 31, 2018, filed with the Commission on June 28, 2018. | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
This statement on Schedule 13D/A (the “Statement”) amends the Schedule 13D relating to shares of common stock (the “Shares”) of Emerson Radio Corp. (“Emerson”), as originally filed with the Securities and Exchange Commission (the “Commission”) on December 15, 2005 (the “Initial Statement”) by Nimble Holdings Company Limited (formerly known as The Grande Holdings Limited) (previously referred to as “Grande Holdings” and hereby redefined as “Nimble Holdings”), Grande N.A.K.S. Ltd. (“N.A.K.S.”), S&T International Distribution Ltd. (“S&T” and, together with Nimble Holdings and N.A.K.S., the “Reporting Persons”), and The Grande Group Limited (“GGL”), as amended by Amendment No. 1, dated March 7, 2006 (“Amendment No. 1”), Amendment No. 2, dated May 9, 2006 (“Amendment No. 2”), Amendment No. 3, dated May 25, 2006 (“Amendment No. 3”), Amendment No. 4, dated June 15, 2006 (“Amendment No. 4”), Amendment No. 5, dated July 7, 2006 (“Amendment No. 5”), Amendment No. 6, dated July 28, 2006 (“Amendment No. 6”), Amendment No. 7, dated August 10, 2006 (“Amendment No. 7”), Amendment No. 8, dated September 19, 2006 (“Amendment No. 8”), Amendment No. 9, dated November 8, 2006 (“Amendment No. 9”), Amendment No. 10, dated February 7, 2007 (“Amendment No. 10”), Amendment No. 11, dated October 1, 2007 (“Amendment No. 11”), Amendment No. 12, dated November 1, 2007 (“Amendment No. 12”), Amendment No. 13, dated October 19, 2009 (“Amendment No. 13”), Amendment No. 14, dated July 5, 2012 (“Amendment No. 14”), Amendment No. 15, dated April 2, 2013 (“Amendment No. 15”), Amendment No. 16, dated August 9, 2013 (“Amendment No. 16”), and Amendment No. 17, dated September 13, 2013 (“Amendment No. 17”), Amendment No. 18, dated October 15, 2013 (“Amendment No. 18”), Amendment No. 19, dated January 15, 2014 (“Amendment No. 19”), Amendment No. 20, dated May 12, 2014 (“Amendment No. 20”), Amendment No. 21, dated June 11, 2014 (“Amendment No. 21”), Amendment No. 22, dated May 26, 2016 (“Amendment No. 22”), Amendment No. 23, dated September 5, 2017 (“Amendment No. 23”), Amendment No. 24, dated September 26, 2017 (“Amendment No. 24”) and Amendment No. 25, dated February 28, 2018 (“Amendment No. 25” and, together with the Initial Statement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment No. 20, Amendment No. 21, Amendment No. 22, Amendment No. 23 and Amendment No. 24 the “Previous Filings”).
Item 2. Identity and Background.
Item 2 of Amendment No. 25 is hereby amended and supplemented as follows:
Information with respect to the executive officers, directors and controlling persons of the Reporting Persons set forth in Annex A to Amendment No. 25 is hereby amended and restated in its entirety as set forth in Annex A to this Statement and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
This Statement amends and restates paragraph (a) of Item 5 of Amendment No. 25 in its entirety as follows:
(a) Each of the Reporting Persons may be deemed to own beneficially 67.5% of the Emerson Shares, which percentage is calculated based upon 22,571,951 shares of common stock outstanding as of June 15, 2018, as reported by Emerson on its annual report on Form 10-K for the fiscal year ended March 31, 2018, filed with the Commission on June 28, 2018. Each of the Reporting Persons, except S&T, disclaims beneficial ownership of the Emerson Shares.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| NIMBLE HOLDINGS COMPANY LIMITED | ||||||
| Dated: June 29, 2018 | By: | /s/ Francis Hui | ||||
| Name: | Francis Hui | |||||
| Title: | Company Secretary | |||||
| GRANDE N.A.K.S. LTD | ||||||
| Dated: June 29, 2018 | By: | /s/ Francis Hui | ||||
| Name: | Francis Hui | |||||
| Title: | Company Secretary | |||||
| S&T INTERNATIONAL DISTRIBUTION LTD. | ||||||
| Dated: June 29, 2018 | By: | /s/ Francis Hui | ||||
| Name: | Francis Hui | |||||
| Title: | Company Secretary | |||||
ANNEX A
Set forth below is the name, business address, present principal occupation or employment and citizenship of each director, executive officer and controlling person of Nimble Holdings Company Limited (formerly known as The Grande Holdings Limited) (“Nimble Holdings”). The principal address of each individual listed below, unless otherwise indicated below, is the current business address for Nimble Holdings, 11th Floor, The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong.
| Name and Business Address |
Position with Reporting Person |
Present Principal Occupation or Employment |
Citizenship | |||
| Wealth Warrior Global Limited Unit C, 32/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, Hong Kong |
Controlling Shareholder | Not applicable | British Virgin Islands | |||
| Bingzhao Tan Unit C, 32/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, Hong Kong |
Chief Executive Officer and Chairman of the Board of Directors | Chief Executive Officer and Chairman of the Board of Directors of Nimble Holdings | Chinese | |||
| Xiangping Deng Unit C, 32/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, Hong Kong |
Executive Director | Assistant to President of Guangzhou Nimble Investment Limited | Chinese | |||
| Jinying Lin Guangzhou University, Guangzhou, PRC |
Independent Non-executive Director | Associate professor of the College of Chemistry and Chemical Engineering of Guangzhou University | Chinese | |||
| Zhenghua Lu South China University of Technology, Guangzhou, PRC |
Independent Non-executive Director | Associate professor of the School of Business Administration of South China University of Technology | Chinese | |||
| Hengqing Ye Hong Kong Polytechnic University, Hunghom, Hong Kong |
Independent Non-executive Director | Associate professor of the Department of Logistics and Maritime Studies in the Faculty of Business of the Hong Kong Polytechnic University | Chinese | |||
Set forth below is the name, business address, present principal occupation or employment and citizenship of each director, executive officer and controlling person of Grande N.A.K.S. Limited (“N.A.K.S.”). The principal address of each individual listed below, unless otherwise indicated below, is the current business address for N.A.K.S., c/o Nimble Holdings Company Limited, 11th Floor, The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong.
| Name and Business Address |
Position with Reporting Person |
Present Principal Occupation or Employment |
Citizenship | |||
| Nimble Holdings Company Limited |
Controlling Shareholder | Not applicable | Bermuda | |||
| Christopher Ho Wing On |
Director | Director of N.A.K.S. | Canadian | |||
| Duncan Hon |
Director | Director of N.A.K.S. | Chinese | |||
| Michael Binney |
Director | Director of N.A.K.S. | British | |||
Set forth below is the name, business address, present principal occupation or employment and citizenship of each director, executive officer and controlling person of S&T International Distribution Ltd. (“S&T”). The principal address of each individual listed below, unless otherwise indicated below, is the current business address for S&T, c/o Nimble Holdings Company Limited, 11th Floor, The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong.
| Name and Business Address |
Position with Reporting Person |
Present Principal Occupation or Employment |
Citizenship | |||
| Grande N.A.K.S. Ltd |
Controlling Shareholder | Not applicable | British Virgin Islands | |||
| Christopher Ho Wing On |
Director | Director of N.A.K.S. | Canadian | |||
| Duncan Hon |
Director | Director of N.A.K.S. | Chinese | |||
| Michael Binney |
Director | Director of N.A.K.S. | British | |||