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: June 28, 2002
Emerson Radio Corp.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Delaware 0-25226 22-3285224
------------------- --------------------- ---------------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
9 Entin Road, Parsippany, New Jersey 07054
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(973) 884-5800
Not Applicable
--------------------------------------------------------------------------------
(Former Address, if changed since Last Report) (Zip Code)
Item 5. Other Events and Regulation FD Disclosure
On July 1, 2002, Emerson Radio Corp. issued the press release attached
to this Current Report on Form 8-K as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press release dated July 1, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EMERSON RADIO CORP.
By: /s/Geoffrey P. Jurick
-------------------------------------
Name: Geoffrey P. Jurick
Title: Chairman of the Board, Chief
Executive Officer and President
Dated: July 2, 2002
Exhibit 99.1
--------------------------------------------------------------------------------
NEWS & INFORMATION
--------------------------------------------------------------------------------
FOR: EMERSON RADIO CORP.
9 Entin Road
Parsippany, NJ 07054-0430
CONTACT: Emerson Radio Corp. or Investor Relations:
Kenneth A. Corby Laura Boorn
Executive Vice President, Investor Relations Manager
Chief Financial Officer (972) 884-2302
(972) 884-2302
Monday, July 1 2002
FOR IMMEDIATE RELEASE
---------------------
EMERSON RADIO ANNOUNCES DEBT REFINANCING
----------------------------------------
DILUTIVE DEBENTURES TO BE RETIRED AND
DEBT TO BE REDUCED BY $5.7 MILLION
-------------------------------------
EXTENDS FILING FORM 10-K
------------------------
PARSIPPANY, N.J., July 1, 2002 - Emerson Radio Corp. (AMEX:MSN) announced today
it has entered into a financing agreement which replaces and reduces its current
outstanding debt.
Kenneth A. Corby, Executive Vice President and Chief Financial Officer stated,
"Emerson entered into a $40 million Revolving Credit and Term Loan Agreement
with a syndicate led by PNC Bank. Under the terms of the Agreement, Emerson
established a $25 million Revolving Credit facility and assumed $15 million of
Term Loans. Revolving Credit facility replaces its existing facility and
provides improved structure and additional borrowing potential necessary to
support the growth in Emerson's working capital needs associated with expected
increases in revenues. All of Emerson's $20.8 million 8.5% Senior Subordinated
Convertible Debentures will be repurchased during the next two months using cash
generated from operations and the proceeds from the Term Loan. As a result,
Emerson's outstanding debt will be reduced by $5.7 million thereby improving
Emerson's debt to equity leverage ratio. Additionally, it is expected that
dilutive shares associated with the conversion feature of the Debentures will be
reduced by 5.2 million shares upon completion of the Debenture retirement and
therefore afford shareholders the opportunity for improved earnings per share.
The new lending agreement provides for lower borrowing costs and reduced debt
levels and is expected to benefit Emerson's earnings."
Mr. Corby added, "In order to disclose the terms and effects of the new credit
facility in Emerson's Form 10-K for the fiscal year ended March 31, 2002, we
will file for an extension of time for the filing of such Form with the
Securities and Exchange Commission."
This press release other than the historical information, consists of
"forward-looking statements" (as defined in the Private Securities Litigation
Reform Act of 1995) which are identified by the use of words such as "believes",
"expects", "projects", and similar expressions. While these statements reflect
the Company's current beliefs and are based on assumptions that the Company
believes are reasonable, they are subject to uncertainties and risks that could
cause actual results to differ materially from anticipated results. These risks
and uncertainties are detailed from time to time in the Company's filings with
the Securities and Exchange Commission, including the Company's reports on Form
10-K, 10-Q and 8-K.
EMERSON RADIO CORP., founded in 1948, is headquartered in Parsippany, N.J. The
Company designs, markets and licenses, throughout the world, full lines of
televisions, and other video products, microwave ovens, clocks, radios, audio
and home theater products. Its 53% owned subsidiary, Sport Supply Group, Inc. is
a direct marketer of sports-related equipment and leisure products to the
institutional market, including schools, colleges, universities, government
agencies, military facilities, athletic clubs, athletic teams and dealers, youth
sports leagues and recreational organizations. Emerson's web site is
www.emersonradio.com.