UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 10)*
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO 13d-2(a)
EMERSON RADIO CORP.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
291087203
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(CUSIP Number)
Ruby Lee Yen Kee, Esq.
Managing Director, Legal
The Grande Holdings Limited
8 Commonwealth Lane
The Grande Building
Singapore 149555
011-65-6476-6686
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 7, 2007
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(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), Rule 13d-1(f) or Rule 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 Rule 13d-7(b) 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 disclosures provided in a prior cover page.
(Continued on following pages)
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291087203 SCHEDULE 13D
CUSIP No.
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1 NAME OF REPORTING PERSON
S&T International Distribution Ltd
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF, BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7 SOLE VOTING POWER
NUMBER OF
NONE
SHARES --------------------------------------------------
8 SHARE VOTING POWER
BENEFICIALLY
10,000,000 shares of Common Stock.
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
NONE
PERSON WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,000,000 shares of Common Stock.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
10,000,000 shares of Common Stock.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.91%
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14 TYPE OF REPORTING PERSON
CO
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2
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291087203 SCHEDULE 13D
CUSPID No.
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1 NAME OF REPORTING PERSON
Grande N.A.K.S. Ltd
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF, BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7 SOLE VOTING POWER
NUMBER OF
NONE
SHARES --------------------------------------------------
8 SHARE VOTING POWER
BENEFICIALLY
10,000,000 shares of Common Stock.
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
NONE
PERSON WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,000,000 shares of Common Stock.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
10,000,000 shares of Common Stock.
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.91%
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14 TYPE OF REPORTING PERSON
CO
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3
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291087203 SCHEDULE 13D
CUSPID No.
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1 NAME OF REPORTING PERSON
The Grande Holdings Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC, BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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7 SOLE VOTING POWER
NUMBER OF
NONE
SHARES --------------------------------------------------
8 SHARE VOTING POWER
BENEFICIALLY
13,780,600 shares of Common Stock.
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
NONE
PERSON WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
13,780,600 shares of Common Stock.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,780,600 shares of Common Stock.
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.87%
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14 TYPE OF REPORTING PERSON
CO
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4
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291087203 SCHEDULE 13D
CUSPID No.
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1 NAME OF REPORTING PERSON
The Grande Group Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
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7 SOLE VOTING POWER
NUMBER OF
NONE
SHARES --------------------------------------------------
8 SHARE VOTING POWER
BENEFICIALLY
3,780,600 shares of Common Stock.
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
NONE
PERSON WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,780,600 shares of Common Stock.
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,780,600 shares of Common Stock.
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.955%
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14 TYPE OF REPORTING PERSON
CO
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5
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291087203 SCHEDULE 13D
CUSPID No.
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1 NAME OF REPORTING PERSON
Christopher Ho Wing On
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) |_|
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
NONE
SHARES --------------------------------------------------
8 SHARE VOTING POWER
BENEFICIALLY
13,780,600 shares of Common Stock.
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
NONE
PERSON WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
13,780,600 shares of Common Stock.
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,780,600 shares of Common Stock.
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.87%
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14 TYPE OF REPORTING PERSON
IN
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6
This statement on Schedule 13D/A (the "Statement") amends and
restates the Schedule 13D relating to shares of Common Stock (the "Common
Stock"), of Emerson Radio Corp. (the "Emerson"), as originally filed with the
Securities and Exchange Commission (the "SEC") on December 15, 2005 (the
"Initial Statement") by The Grande Holdings Limited ("Grande Holdings"),
Grande N.A.K.S. Ltd. ("N.A.K.S."), S&T International Distribution Ltd.
("S&T"), The Grande Group Limited ("GGL") and Mr. Christopher Ho Wing On ("Mr.
Ho" and, together with Grande Holdings, N.A.K.S., S&T and GGL, the "Reporting
Persons"), 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") and Amendment No. 9, dated November 8, 2006 ("Amendment
No. 9" 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 and Amendment No.8, the "Previous Filings"), all filed by the
Reporting Persons.
ITEM 1. SECURITY AND ISSUER.
This Statement is filed with respect to the Common Stock of Emerson,
a Delaware corporation. The address of Emerson is Nine Entin Road, Parsippany,
New Jersey 07054-0430.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of each of the following Reporting
Persons:
(a) Grande Holdings, a Bermuda corporation engaged in manufacturing,
sale and distribution of audio, video and other consumer electronics and
digital products, the executive offices of which are located at 12th Floor,
The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong;
(b) N.A.K.S., a British Virgin Islands corporation engaged in
purchasing, selling or holding of securities or other investments, the
executive offices of which are located at 8 Commonwealth Lane, The Grande
Building, Singapore 149555;
(c) S&T, a British Virgin Islands corporation engaged in purchasing,
selling or holding of securities or other investments, the executive offices
of which are located at 8 Commonwealth Lane, The Grande Building, Singapore
149555;
(d) GGL, a Singapore corporation engaged in purchasing, selling or
holding of securities or other investments), the executive offices of which
are located at 8 Commonwealth Lane, The Grande Building, Singapore 149555;
7
(e) Mr. Ho, a citizen of Canada. Mr. Ho's business address is 8
Commonwealth Lane, The Grande Building, Singapore 149555. Mr. Ho is the
President and Group Chief Executive of Grande Holdings.
Each of the Reporting Persons is party to that certain Joint Filing
Agreement attached hereto as Exhibit 1. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.
As of the date of this Statement, S&T has the direct power to vote
and direct the disposition of the 10,000,000 shares of Emerson's Common Stock
held by it (the "Original Shares"). GGL has the direct power to vote and
direct the disposition of 3,780,600 shares of Emerson's Common Stock held by
it (the "Additional Shares" and together with the Original Shares, the
"Shares"). As the sole parent of S&T, N.A.K.S. has the indirect power to vote
and dispose of the Original Shares held for the account of S&T. As the sole
parent of N.A.K.S. and the sole parent of GGL, Grande Holdings has the
indirect power to vote and dispose of the Shares held for the account of S&T
and GGL. As the owner of approximately 67% of the share capital of Grande
Holdings, Barrican Investments Corporation ("Barrican") has the indirect power
to vote and dispose of the Shares held for the account of S&T and GGL. As the
sole parent of Barrican, The Grande International Holdings Ltd ("Grande
International") has the indirect power to vote and dispose of the Shares held
for the account of S&T and GGL. As the sole owner of Grande International, the
Ho Family Trust has the indirect power to vote and dispose of the Shares held
for the account of S&T and GGL. As the sole beneficiary of the Ho Family
Trust, Mr. Ho has the indirect power to vote and dispose of the Shares held
for the account of S&T and GGL. In such capacities, Grande Holdings, N.A.K.S.
and Mr. Ho may be deemed to be the beneficial owners of the Shares held for
the account of S&T and GGL.
Set forth on Annex A to this Statement is a chart setting forth, with
respect to each executive officer, director and controlling person of a
Reporting Person, his or her name, residence or business address, present
principal occupation or employment (along with the name, principal business
and address of any corporation or other organization in which such employment
is conducted) and citizenship, in each case as of the date hereof.
During the last five years, no Reporting Person nor any person listed
on Annex A has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). During the last five years, none of the
Reporting Persons nor any persons listed on Annex A has been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceedings was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 5, 2005, S&T purchased from a stockholder of Emerson
pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement")
10,000,000 shares of Common Stock (i.e., the Original Shares) for $26 million
in cash and a convertible debenture issued by Grande Holdings with a face
value of $26 million (the "Consideration").
9
The source of the funds that S&T used to pay the cash component of
the purchase price was (1) Grande Holdings' working capital/cash on hand and
(2) a term loan facility provided by ABN AMRO Bank N.V., Hong Kong Branch in
the amount of US$26 million, under a facility agreement entered into by S&T,
Grande Holdings and ABN AMRO Bank N.V., Hong Kong Branch (the "Term Loan
Facility"). Grande Holdings guaranteed all of S&T's obligations under the term
loan facility. As additional security for its obligations, S&T (1) pledged and
granted to ABN AMRO a security interest in the Acquired Shares, and (2)
assigned to ABN AMRO, by way of fixed security with first-ranking priority,
enforceable upon an event of default, all of its rights under the Stock
Purchase Agreement. The Term Loan Facility has been paid in full, and the
security created by the Assignment of Acquisition Agreement (listed as Exhibit
6 hereto) and the Pledge Agreement (listed as Exhibit 7 hereto) has been
discharged and such agreements have been terminated.
Since December 5, 2005, GGL acquired in open market purchases the
Additional Shares, 3,780,600 shares of Common Stock. The source of funds to
acquire the Additional Shares was the working capital of GGL. The total
purchase price for the shares acquired since December 5, 2005 was
approximately US$12,275,595.00. None of Mr. Ho, Grande Holdings nor N.A.K.S.
directly owns any Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Common Stock beneficially owned by the Reporting
Persons were acquired as described in Item 3 and Item 6. The information set
forth in Item 3 and Item 6 is hereby incorporated by reference into this Item
4.
On December 9, 2005, Mr. Michael Andrew Barclay Binney, a director of
N.A.K.S. and Grande Holdings, was elected to the Board of Directors of Emerson
at the annual meeting of Emerson's shareholders. On March 30, 2006, the Board
of Directors of Emerson appointed Adrian Ma as the Chairman of the Board and
CEO of Emerson (Mr. Ma served as the Chairman of the Board until July 28,
2006). Mr. Ma is also a director of N.A.K.S. and Grande Holdings. On July 28,
2006, the Board of Directors of Emerson appointed Mr. Ho as the Chairman of
the Board of Emerson. Mr. Ho is also a director of N.A.K.S. and the Chairman
of Grande Holdings. On March 30, 2006, the Board of Directors of Emerson
appointed Greenfield Pitts as a director on the Board of Emerson. Mr. Pitts is
a consultant for Grande Holdings. As directors of Emerson, Messrs. Ho, Binney,
Ma, and Pitts have influence over the corporate activities of Emerson,
including activities which may relate to transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
On November 8, 2006, The Grande (Nominees) Ltd., a wholly owned
subsidiary of Grande Holdings, made a proposal (the "Proposal"; the Proposal
was filed hereunder as Exhibit 8, which is incorporated herein by reference
from Amendment No. 9) to Emerson to sell to a wholly-owned non-U.S. subsidiary
of Emerson 51% of the outstanding share capital of Capetronic Group, Ltd., an
indirectly wholly-owned subsidiary of Grande Holdings, which owns and
operates, through various subsidiaries, the consumer electronics manufacturing
operations of Grande Holdings. The Proposal, by its terms, called for a
closing of the transaction no later than December 31, 2006. That objective has
not been achieved. After careful consideration, The Grande (Nominees) Ltd.
decided to allow the Proposal to lapse and not to extend it at the
9
present time. However, The Grande (Nominees) Ltd. reserved the right
to make (and indeed currently anticipates making) a similar proposal to
Emerson in the future. The Reporting Persons further reserve the right to
change their intentions and plans at any time with regard to any such
proposal.
The Reporting Persons believe they may now be deemed to be in a
position to exercise influence over the management and corporate activities of
Emerson, including activities which may relate to transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons
continuously evaluate developments affecting Emerson, Emerson's businesses and
prospects, other investment and business opportunities available to the
Reporting Persons, the prevailing general stock market, economic and other
conditions, including in particular the price and availability of shares of
Common Stock, tax considerations and all other factors deemed relevant in
determining whether to increase or to decrease the size of the Reporting
Persons' investment in Emerson. At any time, the Reporting Persons may seek to
acquire more shares of Common Stock of Emerson, or some or all of the shares
of Common Stock beneficially owned by any of the Reporting Persons may be
sold, in either case through open market sales or purchases, in
privately-negotiated transactions or otherwise.
As part of the ongoing evaluation of this investment and investment
alternatives, each Reporting Person may consider advancing any option
available to it, including those actions set forth in clauses (a) through (j)
of Item 4 and, subject to applicable law, each Reporting Person may formulate
a plan with respect to such matters, and, from time to time, may hold
discussions with or make formal proposals to management or the Board of
Directors of Emerson, other shareholders of Emerson or other third parties
regarding such matters.
Except as indicated in this Schedule 13D, none of the Reporting
Persons or, to the best of their knowledge, any of the other persons
identified on Annex A to this Statement, currently has any plans or proposals
that relate to or would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
S&T is the record owner of the Original Shares and GGL is the record
owner of the Additional Shares. As the sole stockholder of S&T, 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 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.
(a) N.A.K.S. and S&T may be deemed to own beneficially 36.91% of the
Common Stock of Emerson, which percentage is calculated based
upon: 27,089,832 shares of Common Stock reported to be outstanding
as of November 10, 2006. Grande Holdings and Mr. Ho may be deemed
to own beneficially 50.87% of the Common Stock of Emerson. GGL may
be deemed to own beneficially 13.955% of the Common Stock of
Emerson. Each of the Reporting Persons, except for S&T with
10
respect to the Original Shares and GGL with respect to the
Additional Shares, disclaims beneficial ownership of the Shares.
(b) Regarding the number of shares as to which such person has:
i. sole power to vote or to direct the vote: 0 shares for each
Reporting Person.
ii. shared power to vote or to direct the vote: 13,780,600
shares for each Reporting Person.
iii. sole power to dispose or to direct the disposition: 0 shares
for each Reporting Person.
iv. shared power to dispose or to direct the disposition:
13,780,600 shares for each Reporting Person.
(c) There have been no transactions with respect to the Common Stock
since September 13, 2006 by any of the Reporting Persons.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or any proceeds from the
sale of, the Common Stock beneficially owned by any of the
Reporting Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Certain Reporting Persons are parties to the contracts filed
hereunder as Exhibits 2-8. Exhibits 2-7 are incorporated herein by reference
from the Initial Statement. Exhibit 8 is incorporated herein by reference from
Amendment No. 9. The contracts listed in Exhibits 3 and 5 have been fully
performed, and the contracts listed in Exhibits 6 and 7 have been terminated.
The Stock Purchase Agreement has been fully performed, except for
confidentiality and public announcements covenants, which remain in effect.
The Proposal has lapsed, as described in Exhibit 9.
Michael Andrew Barclay Binney currently holds options to purchase
8,333 shares of Common Stock, which are currently exercisable. In addition,
Mr. Binney holds options to purchase 16,667 shares of Common Sock, 8,333 of
which will be exercisable in December 2007, and the balance of which will be
exercisable in December 2008.
In addition, Greenfield Pitts holds options to purchase 25,000
shares of Common Stock, 8,333 of which will be exercisable in November 2007,
8,333 in November 2008, and the balance of which will be exercisable in
November 2009.
Except as described or incorporated by reference above, as of the
date hereof none of the Reporting Persons nor, to the best of the knowledge of
the Reporting Persons, any of the
11
individuals named in Annex A hereto, has any contracts, arrangements,
understandings or relationships (legal or otherwise) with respect to the
Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Joint Filing Agreement, dated February 7, 2007 by and among
Grande Holding, N.A.K.S., S&T and Mr. Ho.
Exhibit 2: Agreement for the Sale and Purchase of Certain Shares in
Emerson Radio Corp., dated as of August 20, 2005, between Mr. Jurick and
S&T ("Stock Purchase Agreement").
Exhibit 3: Supplemental Agreement to the Stock Purchase Agreement, dated
as of September 28, 2005, between Mr. Jurick and S&T.
Exhibit 4: Convertible Debenture dated December 5, 2005 issued by Grande
Holdings in favor of Mr. Jurick.
Exhibit 5: Facility Agreement, dated August 22, 2005 among S&T, Grande
Holdings and ABN AMRO Bank N.V., Hong Kong Branch.
Exhibit 6: Assignment of Acquisition Agreement, dated August 22, 2005
between S&T and ABN AMRO Bank N.V., Hong Kong Branch.
Exhibit 7: Pledge Agreement, dated August 22, 2005 between S&T and ABN
AMRO Bank N.V., Hong Kong Branch.
Exhibit 8: Proposal for the purchase by a non-U.S. subsidiary of Emerson
Radio of the consumer electronics manufacturing operations of the
Capetronic Group.
12
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.
Dated: February 7, 2007
/s/ Christopher Ho Wing On
-----------------------------
CHRISTOPHER HO WING ON
THE GRANDE HOLDINGS LIMITED
By: /s/ Christopher Ho Wing On
--------------------------------
Name: Christopher Ho Wing On
Title: Director
THE GRANDE GROUP LIMITED
By: /s/ Ruby Lee Yen Kee
---------------------------------
Name: Ruby Lee Yen Kee
Title: Director
GRANDE N.A.K.S. LTD.
By: /s/ Christopher Ho Wing On
-----------------------------------
Name: Christopher Ho Wing On
Title: Director
S&T INTERNATIONAL DISTRIBUTION LTD.
By: /s/ Grande N.A.K.S. Ltd. by Christopher Ho Wing On
---------------------------------
Name: Grande N.A.K.S. Ltd.
Title: Director
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 Grande Holdings. The principal address of each
individual listed below, unless otherwise indicated below, is the current
business address for Grande Holdings (8 Commonwealth Lane, The Grande
Building, Singapore 149555).
-----------------------------------------------------------------------------------------------------------------
Name and Business Position with Reporting Present Principal Citizenship
Address Person Occupation or
Employment
-----------------------------------------------------------------------------------------------------------------
Christopher Ho Wing-On Director of The Grande Group Chief Executive Canadian
Holdings Limited
-----------------------------------------------------------------------------------------------------------------
Michael Andrew Barclay Binney Director of The Grande Group Executive British
Holdings Limited
-----------------------------------------------------------------------------------------------------------------
Adrian Ma Chi Chiu Director of The Grande Group Executive British
Holdings Limited
-----------------------------------------------------------------------------------------------------------------
Lam Chuck Fai Director of The Grande Group Executive British
Holdings Limited
-----------------------------------------------------------------------------------------------------------------
Paul Law Kwok Fai Director of The Grande Group Executive British
Holdings Limited
-----------------------------------------------------------------------------------------------------------------
Christine Asprey Lai Shan Director of The Grande Group Executive British
Holdings Limited
-----------------------------------------------------------------------------------------------------------------
Herbert Tsoi Hak Kong Director of The Grande Solicitor, Herbert Tsoi & British
Room 602, Aon China Building, Holdings Limited Partners
29 Queen's Road Central, Hong
Kong
-----------------------------------------------------------------------------------------------------------------
Johnny Lau Wing Hung Director of The Grande Chairman, Jacobson Medical Singaporean
15/F, China Trade Centre, Holdings Limited (HK) Ltd
No.122-124 Wai Yip Street,
Kwun Tong, Kowloon, Hong Kong
-----------------------------------------------------------------------------------------------------------------
Martin Ian Wright Director of The Grande Consultant, China British
604 The Broadway Holdings Limited Manufacturing Solutions
54-62 Lockhart Road Limited
Wanchai, Hong Kong
-----------------------------------------------------------------------------------------------------------------
Set forth below is the name, business address, present principal
occupation or employment and citizenship of each director, executive officer
and controlling person of 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. (8 Commonwealth Lane, The Grande Building, Singapore
149555).
-----------------------------------------------------------------------------------------------------------------
Name and Business Position with Reporting Present Principal Citizenship
Address Person Occupation or
Employment
-----------------------------------------------------------------------------------------------------------------
14
-----------------------------------------------------------------------------------------------------------------
The Grande Holdings Limited Controlling Shareholder N/A Bermuda
-----------------------------------------------------------------------------------------------------------------
Christopher Ho Wing-On Director of Grande Group Chief Executive Canadian
N.A.K.S. Ltd
-----------------------------------------------------------------------------------------------------------------
Michael Andrew Barclay Binney Director of Grande Group Executive British
N.A.K.S. Ltd
-----------------------------------------------------------------------------------------------------------------
Adrian Ma Chi Chiu Director of Grande Group Executive British
N.A.K.S. Ltd
-----------------------------------------------------------------------------------------------------------------
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. The principal address of each individual listed
below, unless otherwise indicated below, is the current business address for
S&T (8 Commonwealth Lane, The Grande Building, Singapore 149555).
-----------------------------------------------------------------------------------------------------------------
Name and Business Address Position with Reporting Present Principal Citizenship
Address Person Occupation or
Employment
-----------------------------------------------------------------------------------------------------------------
Grande N.A.K.S. Ltd Director of S&T Not applicable Incorporated in British
International Distribution Virgin Islands
Limited and Controlling
Shareholder
-----------------------------------------------------------------------------------------------------------------
Set forth below is the name, business address, present principal
occupation or employment and citizenship of each director, executive officer
and controlling person of GGL. The principal address of each individual listed
below, unless otherwise indicated below, is the current business address for
GGL (8 Commonwealth Lane, The Grande Building, Singapore 149555).
-----------------------------------------------------------------------------------------------------------------
Name and Business Position with Reporting Present Principal Citizenship
Address Person Occupation or
Employment
-----------------------------------------------------------------------------------------------------------------
The Grande Holdings Limited Controlling Shareholder N/A Bermuda
-----------------------------------------------------------------------------------------------------------------
Ruby Lee Yen Kee Director of Grande Group Group Executive Singaporean
Ltd.
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Manjit Singh Gill Director of Grande Group Group Executive Singaporean
Ltd.
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15
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13D/A dated
February 7, 2007 (including amendments thereto) with respect to the Common
Stock of Emerson Radio Corp. This Joint Filing Agreement shall be filed as an
Exhibit to such Statement.
Dated: February 7, 2007
/s/ Christopher Ho Wing On
----------------------------------------
CHRISTOPHER HO WING ON
THE GRANDE HOLDINGS LIMITED
By: /s/ Christopher Ho Wing On
---------------------------------------
Name: Christopher Ho Wing On
Title: Director
THE GRANDE GROUP LIMITED
By: /s/ Ruby Lee Yen Kee
------------------------------
Name: Ruby Lee Yen Kee
Title: Director
GRANDE N.A.K.S. LTD
By: /s/ Christopher Ho Wing On
------------------------------------
Name: Christopher Ho Wing On
Title: Director
S&T INTERNATIONAL DISTRIBUTION LTD.
By: /s/ Grande N.A.K.S. Ltd. by Christopher Ho Wing On
-----------------------------------
Name: Grande N.A.K.S. Ltd.
Title: Director
16