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): November 14, 2008
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.) |
| Incorporation) |
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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):
o Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
A letter to shareholders (the “Letter to Shareholders”) from John Spielberger,
President-North American Operations of Emerson Radio Corp. (the “Company”), is attached as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The Letter
to Shareholders provides, among other things, an update with respect to the Company’s financial
results for the quarter ended September 30, 2008. The Company undertakes no obligation to update,
supplement or amend the information in the Letter to Shareholders attached hereto as Exhibit 99.1.
In accordance with General Instructions B.2 of Form 8-K, the information in this Current
Report on Form 8-K under Item 7.01, including, without limitation, 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
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 the
Company’s 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
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Exhibit 99.1
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Letter to Shareholders of Emerson Radio Corp., dated November 14,
2008. (Exhibit 99.1 is furnished as part of this Current Report on Form 8-K). |