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): November 14, 2008

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 7.01 Regulation FD Disclosure.

     A letter to shareholders (the “Letter to Shareholders”) from John Spielberger, President-North American Operations of Emerson Radio Corp. (the “Company”), is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The Letter to Shareholders provides, among other things, an update with respect to the Company’s financial results for the quarter ended September 30, 2008. The Company undertakes no obligation to update, supplement or amend the information in the Letter to Shareholders attached hereto as Exhibit 99.1.

     In accordance with General Instructions B.2 of Form 8-K, the information in this Current Report on Form 8-K under Item 7.01, including, without limitation, Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

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 the Company’s 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 reports filed with the Securities and Exchange Commission.

ITEM 9.01 Financial Statements and Exhibits

     (d) Exhibits

Exhibit 99.1 – Letter to Shareholders of Emerson Radio Corp., dated November 14, 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/ Greenfield Pitts
	Name:	Greenfield Pitts
	Title:	Chief Financial Officer

Dated: November 14, 2008

EX-99.1

Exhibit 99.1

November 14, 2008

Dear Shareholders and Business Partners:

In the following letter we present and discuss Emerson Radio’s financial results for the second quarter and first half of fiscal 2009. We continue to make progress implementing a number of operational and strategic improvements to our business model, including expanding our product offerings, enhancing product design and leveraging our broad distribution network. The Company returned to profitability in the second quarter of fiscal year 2009, driven primarily by the continued growth and success of our Home Appliance product category and the reversal of a marketing fund accrual for iPod compatible products which is no longer required. While we were pleased with the results this quarter, we remain mindful of the current economic environment and its potential effects on Emerson’s business. We continue to emphasize several key strengths that define our market position and ability to drive sales in this uncertain economy. These include our reputation among consumers for offering products that deliver value and reliability, our strong retailer partnerships and our venerable brand.

The commentary below relates to the Company’s financial performance in the first half of fiscal 2009 while shedding additional light on our future expectations. Additional discussion on performance is included in our Form 10-Q for the quarter ended September 30, 2008.

Second Quarter and Six Months Ended September 30, 2008

Net revenues for the second quarter of fiscal 2009 were $55.1 million, a decrease of $2.8 million compared to net revenues in the second quarter of fiscal 2008. Net income for the second quarter of fiscal 2009 was $687,000, or $0.03 per diluted share, compared to a net loss of $3.3 million, or $0.12 per diluted share, for the second quarter of fiscal 2008.

For the for the six months ended September 30, 2008, Emerson generated net revenues of $98.2 million, compared to net revenues of $110.5 million in the comparable 2007 period. Net loss for the six month period was $242,000, or $0.01 per share, compared to a net loss of $2.8 million, or $0.10 per share in the same six month period of fiscal 2007.

Emerson’s revenue performance for the quarter and year-to-date has been driven primarily by our Home Appliance business, a category in which we have become one of the most recognized names on mass merchant shelves. Sales have grown 10% in the first half of this fiscal year, driven by our expanded product selection and increased distribution across our network of mass market retailers. We have experienced strong demand within our Home Appliance product categories, including microwaves, wine coolers, compact refrigerators, and toaster ovens. We continue to upgrade our products to offer the latest trends in features and design, which we believe has led to capturing additional shelf space at existing outlets. We also remain focused on expanding this category with complementary products where consumers are demanding quality and

value. One such opportunity is in space saving combination products like coffee/espresso machines. We have exhibited new products like these at industry tradeshows and customer meetings and are encouraged about the placement and feedback we have received. We believe that our Home Appliance category presents a key growth driver for the Company and a significant opportunity to further expand our distribution network and revenue base. Emerson remains committed to investing in the development and design of additional in-demand home appliance products.

Elsewhere in our product categories, we saw improved sales in themed products, but disappointing performance in audio. We continue to take steps to freshen our audio product lines to reflect rapidly evolving technology and consumer demand for digital products. Audio is Emerson’s foundation, and while the category is much more challenging in today’s competitive and fast-evolving consumer electronics market, it remains a strategic business for us. Our focus today is on identifying high-demand products and developing them with improved design and features. The product development teams in our global operations have made significant progress in a short period of time.

Looking Ahead

Emerson’s management team remains enthusiastic about our business and the opportunities ahead. While we understand that there is still much work to be done, we are confident that our Board of Directors, experienced management and motivated employees place us in the position to elevate Emerson to the next phase of growth. Management remains focused not only on driving sales, but improving profitability by managing expenses and continuously evaluating the performance of every SKU, product category and aspect of our business.

We are conscious of the fact that we are operating in one of the most uncertain economic environments we have seen in recent history. It is noteworthy that when consumers are watching every dollar, they tend to look for reliable products from well known and highly regarded brands at affordable prices, and that is where Emerson is positioned in the marketplace.

We look forward to sharing our future accomplishments with each of you.

With best regards,

/s/ John Spielberger

John Spielberger, President of North American Operations

Forward Looking Statements

This letter 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.