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): January 4, 2008

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 8.01. Other Events.

     On January 4, 2008, Emerson Radio Corp. (the “Company”) issued a press release pursuant to which the Company announced that the Company and ADCOM LLC have reached an agreement in principle to form a joint venture for the primary purpose of manufacturing, selling, distributing and/or licensing audio and video equipment for the home and/or office. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Forward Looking Statements

     This Current Report on Form 8-K, including Exhibit 99.1, contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,” “plan,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently. Forward-looking statements represent our management’s judgment regarding future events. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. All statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking statements. The Company cannot guarantee the accuracy of the forward-looking statements, and you should be aware that the Company’s actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including the statements under “Risk Factors” contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

     Exhibit 99.1 — Press release, dated January 4, 2008 (Exhibit 99.1 is furnished as part of this Current Report on Form 8-K).

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
	John Spielberger
	President-North American Operations

Dated: January 4, 2008

EX-99.1

Exhibit 99.1

FOR:	EMERSON RADIO CORP.
	9 Entin Road
	Parsippany, NJ 07054-0430
CONTACT:	Emerson Radio Corp.          or:	Investor Relations:
	Robert Maffei	Brainerd Communicators
	Investor Relations Manager	Brad Edwards or Denise Roche
	(973) 428-2098	(212) 986-6667
		Media Relations:
		Brainerd Communicators, Inc.
		Scott Cianciulli
		(212) 986-6667
FOR:	ADCOM, LLC
	8541 East Anderson Drive, Suite 101
	Scottsdale, Arizona 85255
CONTACT:	ADCOM, LLC
	Dan Donnelly
	Managing Director
	(480) 607-2277

Friday, January 4, 2008

EMERSON RADIO CORP. AND ADCOM, LLC ANNOUNCE AGREEMENT
IN PRINCIPLE TO FORM JOINT VENTURE

Parsippany, NJ and Scottsdale, AZ — January 4, 2008 — Emerson Radio Corp. (AMEX:MSN) and ADCOM, LLC today announced that they have reached an agreement in principle to form a joint venture for the primary purpose of manufacturing, selling, distributing and/or licensing audio and video equipment for the home and/or office.

Pursuant to the agreement in principle, Emerson would contribute cash to the new company in exchange for a controlling interest in the new company, and ADCOM would sell and/or license certain of its assets, including, all of its intellectual property, to the new company in exchange for cash and a non-controlling interest in the new company. It is contemplated that the new company would be headquartered in Emerson’s Parsippany, New Jersey office and operated in Scottsdale, Arizona.

“ADCOM is a respected leader in the design, production and distribution of high quality audio and video devices and systems, and one of the best known brands in the Home Theater and Home Installer audio and video channel. We believe that because this proposed joint venture would link two respected leaders in their industries, Emerson and ADCOM, the new company would have a competitive advantage based on the parties’ knowledge of the marketplace, the innovative mix of products that ADCOM brings to the venture, and Emerson’s access to world class manufacturing and sourcing options,” said John Spielberger, President-North American Operations of Emerson.

The consummation of the proposed joint venture between Emerson and ADCOM is subject to the negotiation and execution of definitive agreements, receipt of approval by Emerson’s board of directors and other requisite approvals, and the satisfaction of other conditions to be agreed to by the parties.

About Emerson Radio Corp.
Emerson Radio Corp. (AMEX:MSN), founded in 1948, is headquartered in Parsippany, NJ. Emerson 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

About ADCOM, LLC
ADCOM, LLC, founded in 2002, is headquartered in Scottsdale, AZ. ADCOM is a designer, engineer and manufacturer of innovative high-end audio and home theater products for both “stand-alone” and multi-zone custom installation applications including amplifiers, preamplifiers, tuner-preamplifiers, digital processors, DVD players and AC surge suppressor/line conditioners. The ADCOM brand name has been present in the audio marketplace since 1979. ADCOM’s website is www.adcom.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 Emerson’s reports as filed with the Securities and Exchange Commission. Emerson assumes no obligation to update the information contained in this news release.