-----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, FmxfGDrMWIo8O+gPWAFjh6S+9Ls5c13BaApqima0BRtiNHzwk+sT+IBND8thfOgH AgHBKem48APQqOg8JADpKw== 0000950134-03-004006.txt : 20030317 0000950134-03-004006.hdr.sgml : 20030317 20030317104440 ACCESSION NUMBER: 0000950134-03-004006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030317 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030317 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: 03605209 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 d04036e8vk.txt FORM 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: March 17, 2003 Emerson Radio Corp. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 0-25226 22-3285224 - ---------------- ------------------------ ------------------- (State or other (Commission File Number) (IRS Employer jurisdiction of 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) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On March 17, 2003, Emerson Radio Corp. announced the filing of a registration statement in connection with the proposed public offering of its common stock owned by Geoffrey P. Jurick, its Chairman, Chief Executive Officer and President, and issued the press release attached to this Current Report on Form 8-K as Exhibit 99.1. Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Press release dated March 17, 2003. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EMERSON RADIO CORP. By: /s/ Geoffrey P. Jurick --------------------------------------- Name: Geoffrey P. Jurick Title: Chairman of the Board, Chief Executive Officer and President Dated: March 14, 2003 -3- INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Press release dated March 17, 2003.
EX-99.1 3 d04036exv99w1.txt PRESS RELEASE DATED MARCH 17, 2003 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: Kenneth A. Corby Laura Boorn Executive Vice President, Investor Relations Manager Chief Financial Officer (972) 884-2302 (972) 884-2302 Monday, March 17, 2003 FOR IMMEDIATE RELEASE EMERSON FILES REGISTRATION STATEMENT ** CHAIRMAN TO SELL SHARES REDUCING OWNERSHIP TO APPROXIMATELY 21%** PARSIPPANY, N.J., March 17, 2003 - Emerson Radio Corp. (AMEX:MSN) announced today the filing of a registration statement with the Securities and Exchange Commission relating to a public offering and sale of shares by Geoffrey P. Jurick, Emerson's Chairman and Chief Executive Officer. The Registration Statement covers a total of 4,817,321 shares including a 628,346 share option granted to the underwriter to cover over-allotments, if any. Most of the offering proceeds are expected to be used by Mr. Jurick to settle his long outstanding litigation, to pay for various expenses associated with the litigation and to defray certain costs incurred to affect the registration and offering. The Registration Statement more fully describes the use of proceeds and litigation. Following the offering, and assuming the over-allotment option is not exercised, Mr. Jurick will continue to own approximately 5.7 million shares or approximately 21% of the 27.3 million Emerson shares currently outstanding. The shares are to be offered by Ferris, Baker Watts, Incorporated, as underwriter. A preliminary prospectus relating to this offering may be obtained from Ferris, Baker Watts, Incorporated, 1700 Pennsylvania Avenue, Suite 700, Washington, DC 20006, Tel. No. (800) 227-0308. A Form S-3 Registration Statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. THIS PRESS RELEASE OTHER THAN THE HISTORICAL INFORMATION, CONSISTS OF "FORWARD-LOOKING STATEMENTS" (AS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995) WHICH ARE IDENTIFIED BY THE USE OF WORDS SUCH AS "BELIEVES", "EXPECTS", "PROJECTS", AND SIMILAR EXPRESSIONS. WHILE THESE STATEMENTS REFLECT THE COMPANY'S CURRENT BELIEFS AND ARE BASED ON ASSUMPTIONS THAT THE COMPANY BELIEVES ARE REASONABLE, THEY ARE SUBJECT TO UNCERTAINTIES AND RISKS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANTICIPATED RESULTS. THESE RISKS AND UNCERTAINTIES ARE DETAILED FROM TIME TO TIME IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE COMPANY'S REPORTS ON FORM 10-K, 10-Q AND 8-K. EMERSON RADIO CORP., FOUNDED IN 1948, IS HEADQUARTERED IN PARSIPPANY, N.J. THE COMPANY DESIGNS, MARKETS AND LICENSES, THROUGHOUT THE WORLD, FULL LINES OF TELEVISIONS, AND OTHER VIDEO PRODUCTS, MICROWAVE OVENS, CLOCKS, RADIOS, AUDIO AND HOME THEATER PRODUCTS. ITS 53.2% OWNED SUBSIDIARY, SPORT SUPPLY GROUP, INC. (OTC:SSPY) IS A DIRECT MARKETER OF SPORTS-RELATED EQUIPMENT AND LEISURE PRODUCTS TO THE INSTITUTIONAL MARKET, INCLUDING SCHOOLS, COLLEGES, UNIVERSITIES, GOVERNMENT AGENCIES, MILITARY FACILITIES, ATHLETIC CLUBS, ATHLETIC TEAMS AND DEALERS, YOUTH SPORTS LEAGUES AND RECREATIONAL ORGANIZATIONS. EMERSON'S WEB SITE IS www.emersonradio.com. -----END PRIVACY-ENHANCED MESSAGE-----