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): February 3, 2005
EMERSON RADIO CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-25226 22-3285224
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(State Or Other (Commission (IRS Employer
Jurisdiction Of File Number) Identification No.)
Incorporation)
9 Entin Road, Parsippany, New Jersey 07054
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (973) 884-5800
Not Applicable
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(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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On February 3, 2005, Emerson Radio Corp. (the "Registrant") issued a
press release regarding results for the quarter ended December 31, 2004. A copy
of this press release is being furnished as Exhibit 99.1 to this Current Report
on Form 8-K.
The information in this report is being furnished pursuant to Item 2.02
of Form 8-K, insofar as it discloses historical information regarding the
Registrant's results of operations and financial condition as of, and for the
quarter ended December 31, 2004. In accordance with General Instructions B.2 of
Form 8-K, the information in this Current Report on Form 8-K, including Exhibit
99.1, shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liability of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such a filing.
Forward Looking Statements
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This Current Report on Form 8-K, including Exhibit 99.1, contains
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, such as the Registrant's
revenues for the three months ended March 31, 2005. 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
Registrant believes that the expectations reflected in such forward-looking
statements are reasonable, the Registrant can give no assurance that such
expectations will prove to be correct and you should be aware that the
Registrant's actual results could differ materially from those contained in the
forward-looking statements due to a number of factors, including the statements
under "Risk Factors" contained in the Registrant's Annual Report on Form 10-K
for the fiscal year ended March 31, 2004 filed with the Securities and Exchange
Commission.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
As described above, the following Exhibit is furnished as part of this Current
Report on Form 8-K:
Exhibit 99.1 - Press release dated February 3, 2005
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SIGNATURE
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/ Guy A. Paglinco
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Name: Guy A. Paglinco
Title: Vice President and Chief
Financial Officer
Dated: February 3, 2005
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