8-K

0000950123-07-014595.txt : 20071031 0000950123-07-014595.hdr.sgml : 20071030 20071031160532 ACCESSION NUMBER: 0000950123-07-014595 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071025 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071031 DATE AS OF CHANGE: 20071031 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: 071202916 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 y41656e8vk.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 25, 2007

EMERSON RADIO CORP.

(Exact Name of Registrant as Specified in Charter)


Delaware	001-07731	22-3285224

(State Or Other Jurisdiction Of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


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.

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.

Item 9.01. Financial Statements and Exhibits.


(d)		Exhibits

		Exhibit 17.1 — Letter of Resignation from Peter G. Bünger, dated October 25, 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/ John Spielberger
	Name:	John Spielberger
	Title:	President-North American Operations

Dated: October 31, 2007

EX-17.1 2 y41656exv17w1.htm EX-17.1: LETTER OF RESIGNATION EX-17.1

Exhibit 17.1

To all Board Members of Emerson Radio Corp. and John Schupper

Due to unprofessional conduct together with high-handed actions in addition to irregularities committed by Grande representatives and directors since take-over of the management of Emerson, the future of Emerson is in danger and the rights of the minority shareholders are jeopardized. Specifically, irregular related party transactions were Grande withdrew as much as approximately 50 million dollars, without paper work or notes or securities or advice to the Board of Directors.

The confidential preliminary report by an independent investigator confirmed the above. The unethical and uneconomical behavior in the management of Emerson can not be accepted any longer.

Due to this attitude I lost faith in the capabilities of Grande and its representatives to run Emerson on a sound business practice.

Under these conditions there can not be a useful contribution on my part for the progress of Emerson as an independent director.

The content of this letter should be incorporated in a form 8 K to be released by the company.

Therefore, I will not stand for reelection and resign effective at the next annual meeting of shareholders.

October 25, 2007


	signed:
	/s/ Peter G. Bünger
	Peter G. Bünger