SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 16, 2009
EMERSON RADIO CORP.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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001-07731
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22-3285224 |
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| (State or Other
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(Commission
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(IRS Employer |
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File Number)
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Identification No.) |
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| 9 Entin Road, Parsippany, New Jersey
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07054 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (973) 884-5800
Not Applicable
(Former Address, if changed since Last Report) (Zip Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
On April 16, 2009, Emerson Radio Corp. (“Emerson”), entered into an agreement (the
“Agreement”) with Advanced Sound and Image, LLC, a Delaware limited liability company
(“ASI”), ADCOM, LLC, an Arizona limited liability company (“ADCOM”), Quality Technology
Electronics (Thailand) LTD, a Thai corporation (“QTE”) and Daniel Donnelly, pursuant to
which, among other things, Emerson sold to ASI all of its membership interest in ASI.
Also, in exchange for $200,000 ($50,000 of which is payable to Emerson on May 18, 2009),
Emerson sold to QTE all of Emerson’s right, title and interest in and to certain loan
documentation (the “Loan Documentation”) relating to a secured line of credit made
available to ASI under which approximately $1,200,000 was due and payable to Emerson as
of April 16, 2009; provided, that Emerson shall retain all right, title and interest in
and to the Loan Documentation until the remaining $50,000 is received by Emerson. The
Agreement also contained indemnification provisions and mutual releases by the parties.
In connection with this transaction, Emerson anticipates the impact on its results for
its fiscal year ended March 31, 2009 to be a loss of approximately $1,200,000. As
previously disclosed, Emerson and ADCOM had formed ASI in February 2008 for the primary
purpose of manufacturing, selling, distributing and/or licensing audio and video
equipment for the home and/or office.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements typically are identified by use of terms such as “may,”
“will,” “should,” “plan,” “expect,” “anticipate,” “estimate” and similar words, although
some forward-looking statements are expressed differently. Forward-looking statements
represent our management’s judgment regarding future events. Although the Company
believes that the expectations reflected in such forward-looking statements are
reasonable, the Company can give no assurance that such expectations will prove to be
correct. All statements other than statements of historical fact included in this
Current Report on Form 8-K are forward-looking statements. The Company cannot guarantee
the accuracy of the forward-looking statements, and you should be aware that the
Company’s actual results could differ materially from those contained in the
forward-looking statements due to a number of factors, including the statements under the
heading “Risk Factors” contained in the Company’s filings with the Securities and
Exchange Commission.