-----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, JLKE6l1V7hoTduHYNN3b2H6xemU8Vw0QsMtYG4+pIGQAOhLKzDoVmLcLwUmb9hLs Oeskv7X5Y5kU5ashStbS5Q== 0001125282-05-006340.txt : 20051205 0001125282-05-006340.hdr.sgml : 20051205 20051205080414 ACCESSION NUMBER: 0001125282-05-006340 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051130 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051205 DATE AS OF CHANGE: 20051205 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: 051242718 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 b410119_8k.txt CURRENT REPORT UNITED STATES 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 30, 2005 EMERSON RADIO CORP. (Exact Name of Registrant as Specified in Charter) Delaware 0-25226 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 Name or Former Address, if changed since Last Report) 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING. On November 30, 2005, the staff of The American Stock Exchange ("AMEX") notified Emerson Radio Corp. ("Emerson") that it is not in compliance with the audit committee composition requirements set forth in Section 121(B)(2) of the Amex Company Guide (the "Company Guide") due to Emerson's failure to maintain an audit committee of at least three directors, each of whom satisfies the independence standards specified in Section 121A and Rule 10A-3 under the Securities and Exchange Act of 1934. As a result of the untimely death of Robert H. Brown, Jr., a former director and audit committee member of Emerson, in August 2005, Emerson's Audit Committee consists of only two directors, each of whom satisfies the audit committee independence standards. The AMEX notice requires that Emerson take prompt corrective action to resolve its audit committee deficiency and regain compliance with AMEX requirements by March 1, 2006. Emerson intends to promptly take all necessary actions to regain compliance with the AMEX requirements by the March 1, 2006 deadline. Emerson's common stock continues to trade on AMEX. The AMEX staff has determined not to apply the continued listing evaluation and follow-up procedures specified in Section 1009 of the Company Guide. Failure to resolve the continued listing deficiency described above within the specified time frame, or subsequent failure to comply with any other continued listing requirements will result in the staff of AMEX assessing Emerson's continued listing eligibility, including, as applicable, the application of the continued listing evaluation and follow-up procedures specified in Section 1009 of the Company Guide, and/or the initiation of delisting proceedings. On December 5, 2005, Emerson issued a press release disclosing the receipt of the AMEX notice, a copy of which is attached hereto as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits As described above, the following Exhibit is furnished as part of this Current Report on Form 8-K: Exhibit 99.1 - Press release dated December 5, 2005 -2- SIGNATURE 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/ Guy A. Paglinco ----------------------------------- Name: Guy A. Paglinco Title: Vice President and Chief Financial Officer Dated: December 5, 2005 -3- EX-99.1 2 b410119ex_99-1.txt EXHIBIT 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: Guy A. Paglinco Robert Maffei Vice President, Investor Relations Manager Chief Financial Officer (973) 428-2098 (973) 428-2413 EPOCH FINANCIAL GROUP, INC. Victor Thompson or Todd Atenhan (888) 917-5105 Monday, December 5, 2005 FOR IMMEDIATE RELEASE EMERSON RADIO RECEIVES NOTICE OF NON-COMPLIANCE FROM AMEX PARSIPPANY, NJ -- December 5, 2005 -- Emerson Radio Corp. (AMEX: MSN) today announced that, on November 30, 2005, it was notified by The American Stock Exchange ("AMEX") that it will have until March 1, 2006 to regain compliance with the requirements of Section 121(B)(2) of the AMEX rules that it have an Audit Committee consisting of at least three directors, each of whom satisfies the independence standards set forth in Section 121A of the AMEX rules and Rule 10A-3 under the Securities and Exchange Act of 1934. As a result of the untimely death of Robert H. Brown, Jr., a former director and audit committee member of Emerson, in August 2005, Emerson's Audit Committee consists of only two directors, each of whom satisfies the audit committee independence standards. Emerson intends to promptly take all necessary actions to regain compliance with the AMEX requirements by the March 1, 2006 deadline. Emerson's common stock continues to trade on AMEX. Emerson Radio Corp. (AMEX:MSN - News), 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, clock radios, audio and home theater products. This release contains "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including the Company's ability to regain AMEX compliance. 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. -----END PRIVACY-ENHANCED MESSAGE-----