-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U1GHvmU71Jb0KcFzPm9JJb7mSjRAqLW22NX3BUXLR/VnKYXyHSLIThQzZ7AG6PFP 68Wn4gaJBfJjcHK8GKO0ew== 0000905148-05-006107.txt : 20051215 0000905148-05-006107.hdr.sgml : 20051215 20051215174134 ACCESSION NUMBER: 0000905148-05-006107 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051205 FILED AS OF DATE: 20051215 DATE AS OF CHANGE: 20051215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ho Wing On Christopher CENTRAL INDEX KEY: 0001336946 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07731 FILM NUMBER: 051267682 BUSINESS ADDRESS: BUSINESS PHONE: 011-65-6221-0010 MAIL ADDRESS: STREET 1: 146 ROBINSON ROAD, #01-01 CITY: SINGAPORE STATE: U0 ZIP: 068909 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EMERSON RADIO CORP CENTRAL INDEX KEY: 0000032621 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 223285224 STATE OF INCORPORATION: DE FISCAL YEAR END: 0402 BUSINESS ADDRESS: STREET 1: NINE ENTIN RD STREET 2: PO BOX 430 CITY: PARSIPPANY STATE: NJ ZIP: 07054-0430 BUSINESS PHONE: 9738845800 MAIL ADDRESS: STREET 1: NINE ENTIN RD CITY: PARSIPPANY STATE: NJ ZIP: 07054 FORMER COMPANY: FORMER CONFORMED NAME: MAJOR ELECTRONICS CORP DATE OF NAME CHANGE: 19770921 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ho Family Trust CENTRAL INDEX KEY: 0001336945 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07731 FILM NUMBER: 051267676 BUSINESS ADDRESS: STREET 1: 146 ROBINSON ROAD, #01-01 CITY: SINGAPORE STATE: U0 ZIP: 068909 BUSINESS PHONE: 011-65-6221-0010 MAIL ADDRESS: STREET 1: 146 ROBINSON ROAD, #01-01 CITY: SINGAPORE STATE: U0 ZIP: 068909 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Grande International Holdings Ltd. CENTRAL INDEX KEY: 0001336947 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07731 FILM NUMBER: 051267677 BUSINESS ADDRESS: STREET 1: 146 ROBINSON ROAD, #01-01 CITY: SINGAPORE STATE: U0 ZIP: 068909 BUSINESS PHONE: 011-65-6221-0010 MAIL ADDRESS: STREET 1: 146 ROBINSON ROAD, #01-01 CITY: SINGAPORE STATE: U0 ZIP: 068909 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BARRICAN INVESTMENTS CORP. CENTRAL INDEX KEY: 0001336949 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07731 FILM NUMBER: 051267678 BUSINESS ADDRESS: STREET 1: 146 ROBINSON ROAD, #01-01 CITY: SINGAPORE STATE: U0 ZIP: 068909 BUSINESS PHONE: 011-65-6221-0010 MAIL ADDRESS: STREET 1: 146 ROBINSON ROAD, #01-01 CITY: SINGAPORE STATE: U0 ZIP: 068909 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GRANDE HOLDINGS LTD. CENTRAL INDEX KEY: 0001336950 STATE OF INCORPORATION: D0 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07731 FILM NUMBER: 051267679 BUSINESS ADDRESS: STREET 1: 146 ROBINSON ROAD, #01-01 CITY: SINGAPORE STATE: U0 ZIP: 068909 BUSINESS PHONE: 011-65-6221-0010 MAIL ADDRESS: STREET 1: 146 ROBINSON ROAD, #01-01 CITY: SINGAPORE STATE: U0 ZIP: 068909 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: S&T INTERNATIONAL DISTRIBUTION LTD. CENTRAL INDEX KEY: 0001336951 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07731 FILM NUMBER: 051267681 BUSINESS ADDRESS: STREET 1: 146 ROBINSON ROAD, #01-01 CITY: SINGAPORE STATE: U0 ZIP: 068909 BUSINESS PHONE: 011-65-6221-0010 MAIL ADDRESS: STREET 1: 146 ROBINSON ROAD, #01-01 CITY: SINGAPORE STATE: U0 ZIP: 068909 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GRANDE N.A.K.S. LTD. CENTRAL INDEX KEY: 0001336952 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07731 FILM NUMBER: 051267680 BUSINESS ADDRESS: STREET 1: 146 ROBINSON ROAD, #01-01 CITY: SINGAPORE STATE: U0 ZIP: 068909 BUSINESS PHONE: 011-65-6221-0010 MAIL ADDRESS: STREET 1: 146 ROBINSON ROAD, #01-01 CITY: SINGAPORE STATE: U0 ZIP: 068909 3 1 efc5-2603_ex.xml X0202 3 2005-12-05 0 0000032621 EMERSON RADIO CORP MSN 0001336951 S&T INTERNATIONAL DISTRIBUTION LTD. 146 ROBINSON ROAD, #01-01 SINGAPORE U0 068909 SINGAPORE 0 0 1 0 0001336952 GRANDE N.A.K.S. LTD. 146 ROBINSON ROAD, #01-01 SINGAPORE U0 068909 SINGAPORE 0 0 1 0 0001336950 GRANDE HOLDINGS LTD. 146 ROBINSON ROAD, #01-01 SINGAPORE U0 068909 SINGAPORE 0 0 1 0 0001336949 BARRICAN INVESTMENTS CORP. 146 ROBINSON ROAD, #01-01 SINGAPORE U0 068909 SINGAPORE 0 0 1 0 0001336947 Grande International Holdings Ltd. 146 ROBINSON ROAD, #01-01 SINGAPORE U0 068909 SINGAPORE 0 0 1 0 0001336946 Ho Wing On Christopher 146 ROBINSON ROAD, #01-01 SINGAPORE U0 068909 SINGAPORE 0 0 1 0 0001336945 Ho Family Trust 146 ROBINSON ROAD, #01-01 SINGAPORE U0 068909 SINGAPORE 0 0 1 0 COMMON SHARES 10000000 D S&T International Distribution Limited ("S&T") is the direct beneficial owner of 10,000,000 common shares of the Issuer. Christopher Ho Wing On is the sole beneficiary of the Ho Family Trust (the "Ho Trust"). The Ho Trust is the beneficial owner of 100% of the share capital of The Grande International Holdings Ltd ("Grande International"). Grande International is the beneficial owner of 100% of the share capital of Barrican Investments Corporation ("Barrican"). Barrican is the beneficial owner of 62.72% of the share capital of The Grande Holdings Limited ("Grande Holdings"). Grande Holdings is the beneficial owner of 100% of the share capital of Grande N.A.K.S. Ltd. ("N.A.K.S."). N.A.K.S. is the beneficial owner of 100% of the share capital of S&T. S&T INTERNATIONAL DISTRIBUTION LTD, By: /s/ Christopher Ho Wing On 2005-12-14 GRANDE N.A.K.S. LTD, By: /s/ Christopoher Ho Wing On 2005-12-14 THE GRANDE HOLDINGS LIMITED, By: /s/ Christopher Ho Wing On 2005-12-14 BARRICAN INVESTMENTS CORPORATION, By: /s/ Christopher Ho Wing On 2005-12-14 THE GRANDE INTERNATIONAL HOLDINGS LTD, By: /s/ Christopher Ho Wing On 2005-12-14 /s/ Christopher Ho Wing On 2005-12-14 THE HO FAMILY TRUST 2005-12-14 EX-99.1 2 efc5-2603_exhibit991.txt Exhibit 99.1 Reporting Person: S&T International Distribution Ltd Issuer Name and Ticker Symbol: Emerson Radio Corp [MSN] Date of Event Requiring Statement: 12/05/05 Joint Filer Information Know all by these presents, that the undersigned hereby makes, constitutes and appoints Ruby Lee Yen Kee as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of Emerson Radio Corp, a Delaware corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); (2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of December, 2005. (1) CHRISTOPHER HO WING ON, 146 Robinson Road, #01-01 Singapore 068909 (2) THE HO FAMILY TRUST, 146 Robinson Road, #01-01 Singapore 068909 (3) THE GRANDE INTERNATIONAL HOLDINGS LTD, 146 Robinson Road, #01-01 Singapore 068909 (4) BARRICAN INVESTMENTS CORPORATION, 146 Robinson Road, #01-01 Singapore 068909 (5) THE GRANDE HOLDINGS LIMITED, 146 Robinson Road, #01-01 Singapore 068909 (6) GRANDE N.A.K.S. LTD, 146 Robinson Road, #01-01 Singapore 068909 (7) S&T INTERNATIONAL DISTRIBUTION LTD, 146 Robinson Road, #01-01 Singapore 068909 Date: December 14, 2005 CHRISTOPHER HO WING ON By: /s/ Christopher Ho Wing On --------------------------------------- Name: Christopher Ho Wing On Date: December 14, 2005 THE HO FAMILY TRUST By: /s/ Christopher Ho Wing On --------------------------------------- Name: Christopher Ho Wing On Date: December 14, 2005 THE GRANDE INTERNATIONAL HOLDINGS LTD By: /s/ Christopher Ho Wing On ---------------------------------------- Name: Christopher Ho Wing On Date: December 14, 2005 BARRICAN INVESTMENTS CORPORATION By: /s/ Christopher Ho Wing On ------------------------------------- Name: Christopher Ho Wing On Date: December 14, 2005 THE GRANDE HOLDINGS LIMITED By: /s/ Christopher Ho Wing On ---------------------------------------- Name: Christopher Ho Wing On Date: December 14, 2005 GRANDE N.A.K.S. LTD By: /s/ Christopher Ho Wing On ---------------------------------------- Name: Christopher Ho Wing On Date: December 14, 2005 S&T INTERNATIONAL DISTRIBUTION LTD By: /s/ Christopher Ho Wing On ---------------------------------------- Name: Christopher Ho Wing On -----END PRIVACY-ENHANCED MESSAGE-----