-----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, JcUIvpJ52rN7Hu69zuuh5KCcBO7NEbNvph5QHbbHK6qzwUCTqsuQ49gaaHKEXNeu 1BrXtZCmshGVCEgScnlT0w== 0000950123-07-014030.txt : 20071019 0000950123-07-014030.hdr.sgml : 20071019 20071019164501 ACCESSION NUMBER: 0000950123-07-014030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071015 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071019 DATE AS OF CHANGE: 20071019 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07731 FILM NUMBER: 071181518 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 8-K 1 y41169e8vk.htm FORM 8-K 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)
         
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):
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 President—North 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 Company’s fiscal years in the discretion of the Company’s 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 President—Business Operations and Customer Relations Management from 2004 until 2007, Senior Vice President—Finance and Administration from 2003 to 2004, Senior Vice President—Finance from 2000 until 2003 and Vice President—Finance from 1995 until 2000. Prior to his tenure with Sony BMG Music Entertainment Sales Co., Mr. Spielberger served as Senior Director—Finance 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 President—North 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 President—North American Operations of the Company. Information with respect to Mr. Will’s prior employment with and outside the Company, his current compensation arrangements and other relevant information concerning him are set forth in the Company’s 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. Spielberger’s appointment as President—North American Operations of the Company and Mr. Will’s appointment as Vice Chairman of the Company and resignation as President—North 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 Officer—North American Operations of the Company, effective as of October 29, 2007. A copy of the press release announcing Mr. Rude’s appointment as Chief Operating Officer—North 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.
         
  EMERSON RADIO CORP.
 
 
  By:   /s/ Greenfield Pitts    
    Greenfield Pitts   
    Chief Financial Officer   
 
Dated: October 19, 2007

 

EX-99.1 2 y41169exv99w1.htm EX-99.1: PRESS RELEASE EX-99.1
 

Exhibit 99.1
(EMERSON LOGO)
 
NEWS & INFORMATION
 
         
FOR:
  EMERSON RADIO CORP.    
 
  9 Entin Road
   
 
  Parsippany, NJ 07054-0430    
 
       
CONTACT:
  Emerson Radio Corp.          or:   Investor Relations:
 
  Greenfield Pitts   Robert Maffei
 
  Chief Financial Officer   Investor Relations Manager
 
  (212) 897-5441   (973) 428-2098
 
       
 
      Brainerd Communicators
 
      Brad Edwards or Denise Roche
 
      (212) 986-6667
Friday, October 19, 2007
Emerson Radio Corp. Strengthens Executive Management Team
— Appoints New President of North American Operations and Chief Operating Officer for North
America; Eduard Will Appointed Vice Chairman—
PARSIPPANY, N.J. — October 19, 2007 — Emerson Radio Corp. (AMEX: MSN) today announced the appointment of two senior executives. John Spielberger has been appointed President of North American Operations and Richard J. Rude has been named Chief Operating Officer for North America. Both executives will be resident in Emerson’s United States headquarters in Parsippany, NJ and will begin work on the 29th of this month.
Mr. Spielberger, 44, will have overall responsibility for Emerson’s North American business and will report directly to Adrian Ma, the Company’s Chief Executive Officer. He comes to Emerson after a twelve year stint with SONY BMG Music Ent. Sales Co., where he most recently served as Chief Financial and Operating Officer and Senior Vice President of Business Operations and Customer Relations Management. Mr. Spielberger holds an MBA in Finance from the University of Michigan and a B.S. degree in Business Management and Marketing from Cornell University.

 


 

Mr. Rude, 46, who has more than 13 years of supply chain management experience, will be responsible for the operating aspects of the Company’s business in North America and will report to Mr. Spielberger. Prior to joining Emerson, he held various senior operational positions at Liz Claiborne, both in the United States and Asia.
The Company also announced today that Eduard Will, formerly President of North American Operations, has relocated to Hong Kong as has been promoted to Vice Chairman, with a mandate to focus on licensing, mergers and acquisitions, and new product categories.
“John Spielberger and Richard Rude are outstanding additions to the Emerson North American management team. John is a talented and seasoned executive who brings a wealth of finance and operations expertise to the Company; and Richard has vast experience implementing operational initiatives to drive improvements in profits and performance. We are confident that they will both play a valuable role in enhancing Emerson’s operating efficiency and profitability,” said Adrian Ma, Emerson’s Chief Executive Officer.
Mr. Ma added, “With these appointments and Ed Will’s move to the Vice Chairman post, and the recent reorganization of the Finance Department under Chief Financial Officer, Greenfield Pitts, Emerson’s management has been strengthened significantly. With its strong lineup of electronic and houseware products, deep relationships with the nation’s leading mass merchandisers, and a new energized management team in place, we look forward to a bright future for Emerson.”
About Emerson Radio Corporation
Emerson Radio Corporation (AMEX:MSN), founded in 1948, is headquartered in Parsippany, N.J. The Company designs, markets and licenses, worldwide, full lines of televisions and other video products, microwaves, clocks, radios, audio and home theater products. Emerson’s web site is www.emersonradio.com
Forward Looking Statements

 


 

This release contains “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect management’s current knowledge, assumptions, judgment and expectations regarding future performance or events. Although management believes that the expectations reflected in such statements are reasonable, they give no assurance that such expectations will prove to be correct and you should be aware that actual results could differ materially from those contained in the forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, including the risk factors detailed in the Company’s reports as filed with the Securities and Exchange Commission. The Company assumes no obligation to update the information contained in this news release.

 

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