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): August 21, 2006
EMERSON RADIO CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware 001-07731 22-3285224
(State Or Other (Commission (IRS Employer
Jurisdiction Of File 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)
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))
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On August 21, 2006, the Company issued a press release regarding
results for the quarter ended June 30, 2006. 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 under Item 2.02 is being furnished
pursuant to Item 2.02 of Form 8-K, insofar as it discloses historical
information regarding the Company's results of operations and financial
condition as of, and for the quarter ended June 30, 2006. In accordance with
General Instructions B.2 of Form 8-K, the information in this Current Report on
Form 8-K under Item 2.02, including Exhibit 99.2, 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
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. 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 "Risk Factors" contained in
the Company's reports filed with the Securities and Exchange Commission.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit 99.1 - Press release, dated August 21, 2006, regarding
results for the quarter ended June 30, 2006
(Exhibit 99.1 is furnished as part of this
Current Report on Form 8-K).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EMERSON RADIO CORP.
By: /s/ John J. Raab
-----------------
Name: John J. Raab
Title: Chief Operating Officer and
Senior Executive Vice President
Dated: August 24, 2006
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