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 25, 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
Jurisdiction Of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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.
On October 25, 2007, Peter G. Bünger resigned as a director of Emerson Radio
Corp. (the “Company”), effective as of the date of the Company’s next Annual
Shareholders Meeting, and advised the Company that he would not stand for reelection
as a director at such meeting. Mr. Bünger’s reasons for such actions are outlined in
a letter submitted by him to the Company’s Board of Directors (the “Letter”).
The Company
believes that the circumstances referred to by Mr. Bünger in the
Letter relate to certain related party transactions between the Company and its
controlling shareholder, The Grande Holdings Limited. These transactions were
previously disclosed in the Company’s filings with the Securities and Exchange
Commission, the most recent of which are the Annual Report on Form 10-K for the fiscal
year ended March 31, 2007, filed with the Securities and Exchange Commission on June
29, 2007 and amended on July 31, 2007, and the Company’s Quarterly Report on Form 10-Q
for the three months ended June 30, 2007, filed with the Securities and Exchange
Commission on August 14, 2007.
A copy of the Letter submitted by Mr. Bünger is being filed as Exhibit 17.1 to
this Current Report on Form 8-K. A copy of this Current Report on Form 8-K has been
submitted to Mr. Bünger in accordance with the applicable rules under the Securities
Exchange Act of 1934, as amended.