8-K
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): October 15, 2007
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 |
Jurisdiction Of
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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) |
Registrants 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 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of President North American Operations.
John Spielberger, age 44, has been appointed as President-North American
Operations of Emerson Radio Corp. (the Company), effective as of October 29, 2007.
On October 15, 2007, Mr. Spielberger entered into an employment letter with the
Company, providing for his employment as PresidentNorth American Operations of the
Company for an initial term ending on October 31, 2008. Following the initial term,
each of the Company and Mr. Spielberger has the right to terminate the employment
relationship on 90 days prior written notice to the other. Mr. Spielberger also has
the right to terminate his employment during the initial term by giving 90 days prior
written notice to the Company. The employment letter provides for the payment to Mr.
Spielberger of an annual base salary of $250,000. Mr. Spielberger also may receive a
bonus at the end of each of the Companys fiscal years in the discretion of the
Companys Board of Directors.
Mr. Spielberger comes to the Company from Sony BMG Music Entertainment Sales Co.,
an entertainment software sales and marketing distribution company, where he held a
variety of positions from 1995 until 2007. Most recently, he served as Chief
Financial and Operating Officer and also held the positions of Senior Vice
PresidentBusiness Operations and Customer Relations Management from 2004 until 2007,
Senior Vice PresidentFinance and Administration from 2003 to 2004, Senior Vice
PresidentFinance from 2000 until 2003 and Vice PresidentFinance from 1995 until
2000. Prior to his tenure with Sony BMG Music Entertainment Sales Co., Mr.
Spielberger served as Senior DirectorFinance and Administration of Columbia Records
Group, a recording company, and held several positions with RCA Records Label, a music
company. Mr. Spielberger holds a Bachelor of Science degree in Business Management
and Marketing from Cornell University and a Masters of Business Administration from
the University of Michigan.
Appointment of Vice Chairman and Resignation of PresidentNorth American Operations.
Eduard Will has been appointed as Vice Chairman of the Company. The appointment
is effective as of October 29, 2007 at which time, he will resign from his position as
PresidentNorth American Operations of the Company. Information with respect to Mr.
Wills prior employment with and outside the Company, his current compensation
arrangements and other relevant information concerning him are set forth in the
Companys Annual Report on Form 10-K/A for the fiscal year ended March 31, 2007, as
filed with the Securities and Exchange Commission on July 31, 2007.
A copy of the press release announcing Mr. Spielbergers appointment as
PresidentNorth American Operations of the Company and Mr. Wills appointment as Vice
Chairman of the Company and resignation as PresidentNorth American Operations of the
Company is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 8.01 Other Events
On October 19, 2007, the Company announced the appointment of Richard Rude as
Chief Operating OfficerNorth American Operations of the Company, effective as of
October 29, 2007. A copy of the press release announcing Mr. Rudes appointment as
Chief Operating OfficerNorth American Operations of the Company is attached to this
Current Report on Form 8-K as Exhibit 99.1
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Press release, dated October 19, 2007.
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.
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EMERSON RADIO CORP.
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By: |
/s/ Greenfield Pitts
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Greenfield Pitts |
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Chief Financial Officer |
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Dated: October 19, 2007