Edgar Filing: EMERSON RADIO CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
(Amendment No. 9)*

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
146 Robinson Road #01-01
Singapore 068909
011-65-6221-0010
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 8, 2006
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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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CUSIP No. 291087203 SCHEDULE 13D
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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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
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. SHARED VOTING POWER
BENEFICIALLY
10,000,000 shares of Common Stock.
OWNED BY EACH ----------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
REPORTING
NONE
PERSON WITH ----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER

10,000 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 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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CUSIP No. 291087203 SCHEDULE 13D
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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

British Virgin Islands
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7. SOLE VOTING 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 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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CUSIP No. 291087203 SCHEDULE 13D
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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

WK,BK
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
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. SHARED VOTING POWER
BENEFICIALLY
13,780,600 shares of Common Stock.
OWNED BY EACH ----------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
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 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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CUSIP No. 291087203 SCHEDULE 13D
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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

WC
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) | |
-------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Singapore
-------------------------------------------------------------------------------
7. SOLE VOTING POWER

NUMBER OF NONE
----------------------------------------------------------------
SHARES
8. SHARED VOTING POWER
BENEFICIALLY
3,780,600 shares of Common Stock.
OWNED BY EACH ----------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
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 IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

| |
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.955%
-------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

CO
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CUSIP No. 291087203 SCHEDULE 13D
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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

Canada
-------------------------------------------------------------------------------
7. SOLE VOTING 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 IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

| |
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

50.87%
-------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

IN
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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") and Amendment No. 8, dated September 19,
2006 ("Amendment No. 8" and together with the Initial Statement, Amendment
No.1, Amendment No.2, Amendment No.3, Amendment No.4, Amendment No.5,
Amendment No.6 and Amendment No. 7, 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 146 Robinson Road, #01-01 Singapore
068909;

(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 146 Robinson Road, #01-01 Singapore
068909;

(d) GGL, a Singapore corporation engaged in purchasing, selling or
holding of securities or other investments), the executive offices of which
are located at 146 Robinson Road, #01-01 Singapore 068909;

(e) Mr. Ho, a citizen of Canada. Mr. Ho's business address is 146
Robinson Road, #01-01 Singapore 068909. 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 64% 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").

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 to Emerson to sell to a
wholly-owned non-U.S. subsidiary of Emerson ("Emerson Sub") 51% of the
outstanding share capital of Capetronic Group, Ltd. ("CGL"), an indirectly
wholly-owned subsidiary of Grande Holdings, which owns and operates, through
various subsidiaries, the consumer electronics manufacturing operations of
Grande Holdings. The proposed purchase price for the CGL shares is $108
million, which is a multiple of CGL's estimated earnings for 2006. The
proposed purchase price would be adjusted following the closing based on the
2006 audited earnings of CGL. The purchase price would be paid by Emerson Sub
in the form of a long-term interest-bearing note. As a result of the proposed
transaction, Emerson Sub would hold 51% of the outstanding share capital of
CGL. Consummation of the proposed transaction would be subject, among other
conditions, to the execution of mutually agreeable definitive documentation,
receipt of any necessary regulatory

approvals and third-party consents, and the execution of definitive agreements
would be subject to satisfactory completion of a due diligence investigation
of CGL by Emerson Sub. It is anticipated that Emerson will form a special
committee of disinterested directors, to evaluate whether the proposal is in
the best interests of Emerson and its stockholders, and to negotiate the
proposed transaction on behalf of Emerson and Emerson Sub, with such advisors
and consultants as they may deem necessary and appropriate. There can be no
assurances that any agreement will be reached with regard to such transaction.
The Reporting Persons have reserved the right to withdraw or amend the
proposal and to otherwise change their intentions and plans at any time with
regard to the proposed transaction. The principal terms of the transaction as
proposed to Emerson are attached hereto as Exhibit 8 and are hereby
incorporated by reference into this Item 4.

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 64%
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 October 26, 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 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 2-7. Exhibits 2-7 are incorporated herein by reference
from the Initial Statement. 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.

Michael Andrew Barclay Binney currently owns 8,333 options to
purchase Common Stock that are currently exercisable or exercisable within
sixty days after October 26, 2006. Mr. Binney has options to purchase 16,667
Common Stock issued pursuant to Emerson's 2004 Director Stock Option Plan that
are not exercisable within sixty days after October 26, 2006.

Subject to the approval of the stockholders of Emerson, at its
annual meeting, to increase the number of shares available for issuance under
the Director Plan, immediately

following the annual meeting, Mr. Pitts is expected to receive options to
purchase 25,000 Common Stock.

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 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 November 8, 2006 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.

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: November 8, 2006

/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 (146 Robinson Road, #01-01 Singapore
068909).

------------------------------- ---------------------------- ---------------------------- ----------------------------
Name and Business Position with Present Principal Citizenship
Address Reporting 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
404 Fook Hong Industrial Holdings Limited Manufacturing Solutions
Building, 19 Sheung Yuet Limited
Road, Kowloon Bay, Kowloon,
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. (146 Robinson Road, #01-01 Singapore 068909).

------------------------------- ---------------------------- ---------------------------- ----------------------------

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 (146 Robinson Road, #01-01 Singapore 068909).

------------------------------- ---------------------------- ---------------------------- ----------------------------

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
Grande Holdings (146 Robinson Road, #01-01 Singapore 068909).

------------------------------- ---------------------------- ---------------------------- ----------------------------

The Grande Holdings Limited Controlling Shareholder N/A Bermuda
------------------------------- ---------------------------- ---------------------------- ----------------------------
Ruby Lee Yen Kee Director of Grande Group Group Executive Singaporean
Ltd.
------------------------------- ---------------------------- ---------------------------- ----------------------------
Manjit Singh Gill Director of Grande Group Group Executive Singaporean
Ltd.
------------------------------- ---------------------------- ---------------------------- ----------------------------

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 November 8, 2006
(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: November 8, 2006

/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

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

Set forth below are the principal parameters of the proposed transaction (the
"Proposed Transaction"). This document does not constitute a binding agreement
or commitment of either party and does not address all of the material terms
of the Proposed Transaction, which will be set forth in a definitive agreement
executed by the parties. The existence of this document, its contents and any
discussion thereof constitutes confidential information, subject to disclosure
obligations under applicable law. For the avoidance of doubt, the consummation
of any transaction shall be subject, inter alia, to the satisfaction of
applicable conditions precedent.

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Transaction Structure: The Proposed Transaction would be structured as an acquisition by a wholly-owned
non-U.S. subsidiary of Emerson Radio Corp. (the "Buyer") from The Grande
(Nominees) Ltd., a British Virgin Islands company (the "Seller"), of 51% of the
shares of Capetronic Group Ltd., a British Virgin Islands company (the
"Company"), which in turn holds the shares of the eight operating entities (the
"Operating Entities") in which the Business is currently housed. The structure of
the Proposed Transaction could be modified to the extent necessary to address
relevant tax considerations.

Business: The consumer electronics manufacturing operations owned by the Operating Entities.

Shares: The Buyer shall acquire, and the Seller shall sell, shares representing 51% of
the issued and outstanding share capital of the Company (the "Shares").

Purchase Price: The Purchase Price for the Shares shall be US$108 million. The Purchase Price
will be paid through the issuance by the Buyer to the Seller of a note (the
"Note", the terms of which are described below). The Purchase Price shall be
adjusted as set forth in the "Terms of Note" paragraph below.

Closing Date: No later than December 31, 2006.

Definitive Agreements: The definitive agreements to be executed by the parties will include a stock
purchase agreement (the "Purchase Agreement"), the Note, a collateral security
agreement and other related documentation (the "Transaction Documents"). The
Transaction Documents will be prepared by US and local counsel to the Seller.

Costs and Expenses: Except as otherwise provided herein, or as hereafter mutually agreed by the
parties, all costs and expenses incurred in connection with this Term Sheet and
the transactions contemplated hereby shall be paid by the party incurring such
costs and expenses.

Conditions to Closing: The Purchase Agreement will contain conditions to closing usual and customary for
a transaction of this type, including: accuracy of representations and
warranties, performance of covenants, clear title, legal opinions, closing
certificates, expiration of applicable antitrust notification waiting periods,
approval of the Board of Directors of each of the Seller, The Grande Holdings
Ltd., Emerson Radio Corp. and the Buyer, receipt of national and local
governmental and stock exchange approvals (including any PRC, BVI, HKSE and AmEx
approvals), receipt of other third party consents (including third-party
lenders), transfers of permits (if necessary), absence of injunctions or other
legal restraints, modifications to existing agreements (including debt
agreements) and no significant changes in regulatory environment.

Representations and Warranties: The Purchase Agreement will contain usual and customary representations and
warranties for transactions of this type by a seller which is a wholly-owned
subsidiary of a publicly-listed company.

The Purchase Agreement and the Note will also contain usual and customary
representations and warranties for transactions of this type by a buyer which is
a wholly-owned subsidiary of a publicly-listed company.

Covenants: The Purchase Agreement will contain usual and customary covenants by Seller and
Buyer for a transaction of this type, including: reasonable access to facilities,
and information, assistance during transition, confidentiality, public
announcements, notification of breaches and cooperation and use of reasonable
commercial efforts to obtain required governmental approvals, third party
consents and permit transfers to consummate the Proposed Transaction.

Indemnification: The Seller and the Buyer will indemnify and hold harmless each other and their
respective affiliates, directors, officers, employees and agents from and against
losses, liabilities, damages, obligations, payments, costs and expenses resulting
from breaches of representations, warranties or covenants under the Purchase
Agreement. The parties' indemnification obligations will be subject to
appropriate deductibles and a cap.

Governing Law; Dispute The Transaction Documents will be governed by the laws of the State

Resolution: of New York (other than any conflict of laws rules thereof which would lead to
the application of the laws of any other jurisdiction), except that any
collateral security arrangements may be governed by the law of the jurisdiction
in which the collateral is located. Any disputes will be resolved pursuant to the
Rules of Commercial Arbitration of the American Arbitration Association.

Confidentiality Except as required by law or regulatory authorities, neither party will issue any
statement or communication to the public or press release regarding the Proposed
Transaction without the prior written approval of the other parties. The parties
will prepare a joint announcement for release upon announcement of the Proposed
Transaction.

Due Diligence The Seller shall cooperate with the Buyer to enable the Buyer and its advisors to
perform a due diligence investigation of the Company prior to the execution of
the Purchase Agreement.

Terms of Note: The Principal Amount shall be equal to the Purchase Price (i.e., $108 million).

Following the Closing, the Principal Amount shall be adjusted upward or downward
based on the difference between the Purchase Price and the figure that is equal
to 51% of 10 times the net-after tax consolidated profits of the Company for the
12-month period ending December 31, 2006. The net-after tax consolidated profits
of the Company shall be calculated in accordance with Hong Kong GAAP.

Interest: Libor + 2% per annum.

Maturity Date: 7 years following the Closing Date.

The Principal Amount shall be paid in 7 consecutive, substantially equal, annual
installments, commencing one year following the Closing.

Interest shall be paid quarterly based on the then outstanding principal amount.

Events of Default and Remedies: The Note will contain usual and customary Events of Default for a transaction of
this type, including: (i) violation of any covenant (after notice and cure
periods, where customary); (ii) material inaccuracy of representations and
warranties when made or deemed to be made; (iii) any event of default occurring
under any material agreements and indebtedness; and (iv) any material adverse
change.

Upon the occurrence of an Event of Default, the Seller may take any

or all of the following actions: (i) declare the Note to be due and payable; and
(ii) exercise any other rights and remedies available at law.

Collateral: The obligations of the Buyer under the Note will be secured by a first lien in
all of the Shares. The Buyer will to the extent necessary obtain the consent of
Wachovia Bank to permit the foregoing pledge.

Guarantors: To the extent requested by the Seller prior to closing, Emerson Radio Corp.
and/or its direct and indirect subsidiaries will guaranty the payment of the
Note.

ANNEX A

Capetronic Group
Corporate Chart

--------------------
| The Grande |
| Holdings Limited |
| (Bermuda) |
| 100% |
--------------------
|
|
|
--------------------
| The Grande |
| (Nominees) Ltd. |
| (BVI) |
| 100% |
--------------------
|
|
|
--------------------
| Capetronic Group |
| Ltd. |
| (BVI) |
| 100% |
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|
|
|
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| | | | | | | |
| | | | | | | |
| | | | | | | |
------------ ------------ -------------- ---------- --------- -------------- --------------- ---------
| Akai | | Sansui | | Capetronic | | Soshin | | Tomei | | San Gan | | Capetronic | | Akai |
| Electric | | Electric | | Displays | | Onkyo | | Shoji | | Industrial | | Europe A/S. | | Kaden |
| (China) | | (China) | | Ltd. | | Int'l | | Ltd. | | Co. Ltd. | | (Denmark) | | Ltd. |
| Co. Ltd. | | Co. Ltd. | | (BVI) | | Ltd. | | (BVI) | | (BVI) | | 80% | | (BVI) |
| (PRC) | | (PRC) | | 100% | | (BVI) | | 100% | | 100% | --------------- | 100% |
| 100% | | 100% | -------------- | 100% | --------- -------------- ---------
------------ ------------ ----------
|
|
|
--------------------
| Zhongshan Dongyu |
| Electronic Ltd. |
| (PRC) |
| 100% |
--------------------