-----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, VuD16f4AI9B23HOIulJuWXMbKLWydRAXLpBCu1cvFse2nf62mBu2zirepzY25B0v tnhD1zEf+g+Fu2tZ3Fdt7Q== 0001125282-06-001462.txt : 20060307 0001125282-06-001462.hdr.sgml : 20060307 20060307171213 ACCESSION NUMBER: 0001125282-06-001462 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060302 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: 20060307 DATE AS OF CHANGE: 20060307 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: 06670787 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 b412149_8k.txt 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): March 2, 2006 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 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): [ ] 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On March 2, 2006, Herbert A. Morey resigned as a director of Emerson Radio Corp. (the "Company") as a result of the circumstances set forth in a letter submitted to the Company. A copy of the letter submitted by Mr. Morey 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. Morey in accordance with the applicable rules under the Securities Exchange Act of 1934, as amended. Mr. Morey served as the Chairman of the Audit Committee and the Nominating Committee of the Board of Directors. Mr. Morey also served as the "audit committee financial expert," as such term is defined by the Securities and Exchange Commission ("SEC"). On March 7, 2006, the Board of Directors of the Company approved the appointment of W. Michael Driscoll as an independent director of the Company to fill the vacancy resulting from the resignation of Mr. Morey from the Board of Directors. Mr. Driscoll has also been appointed to the Audit Committee of the Company's Board of Directors. Mr. Driscoll has more than 36 years experience as a director and executive officer of various public and private companies. Presently, Mr. Driscoll serves on the Board of Directors of IPC Corporation Ltd., Singapore, and Ithaca Technologies LLC. Mr. Driscoll has also served as the Chairman of the Board of ThinSoft (Holdings) Ltd., Hong Kong and President and Chief Executive Officer of Dazzle Multimedia Corporation, Smith Corona Corporation, Austin Power Systems, and Technology Applications, Ltd., Thailand. In addition, on March 7, 2006, the Board of Directors named (i) Eduard Will, a current director of the Company, as the Chairman of the Audit Committee and the Company's "audit committee financial expert," as such term is defined by the SEC and as a member of the Company's Nominating Committee and (ii) Jerome H. Farnum, a current director of the Company, as the Chairman of the Nominating Committee. As a result, the Company's Audit Committee is comprised of Messrs. Will, Driscoll and Farnum and the Nominating Committee is comprised of Messrs. Farnum, Bunger and Will. A copy of the press release announcing the resignation of Mr. Morey and the appointment of Mr. Driscoll as a director of the Company is being filed with this Current Report on Form 8-K as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit 17.1 - Letter of Resignation from Herbert A. Morey, dated March 1, 2006. Exhibit 99.1 - Press Release dated March 7, 2006. 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: March 7, 2006 EX-17.1 2 b412149_ex17.txt EX-17.1 Exhibit 17.1 Herbert A. Morey 18 Griswold Road Rye, NY 10580 March 1, 2006 Mr. Geoffrey P. Jurick, Chairman Emerson Radio Corporation Nine Entin Road Parsippany, NJ 07054 Dear Geoff: It is with deep sadness and regret that I send you this letter of resignation from the Emerson Radio Corporation Board of Directors, including my positions as chairman of the Audit Committee, the Nominating Committee, and the Special Committee. Unfortunately, your decision to sell your significant common stock holding in the Company and the series of events that followed has driven a wedge between us and adversely affected our professional and personal relationship of some fifteen years. I have an enormous allegiance and respect for the faithful employees and independent directors of the Company and it is painful for me to severe my contact with them. In accordance with Item 6 of Form 8-K and Item 7 of Schedule 14A, I request that you disclose this letter and that you file a copy of this letter as an exhibit to the Company's Form 8-K. With sincere regret, Herbert A. Morey cc: Board of Directors EX-99.1 3 b412149_ex991.txt EX-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 March 7, 2006 FOR IMMEDIATE RELEASE EMERSON RADIO CORP. APPOINTS W. MICHAEL DRISCOLL TO ITS BOARD OF DIRECTORS TO REPLACE BOARD MEMBER AND AUDIT COMMITTEE CHAIRMAN HERBERT A. MOREY PARSIPPANY, NJ - March 7, 2006 -- Emerson Radio Corp. (AMEX: MSN) announced today that it has appointed W. Michael Driscoll as an independent member of the Board of Directors of Emerson Radio Corp. to fill a vacancy resulting from the resignation of Herbert A. Morey from the Board as of March 2, 2006. Mr. Morey served as the Chairman of the Audit Committee, and the Nominating Committee. Mr. Driscoll has also been named to Emerson's Audit Committee and Eduard Will, an existing Board member, will assume the position as the Chairman of the Audit Committee and Emerson's "audit committee financial expert" and will also serve on Emerson's Nominating Committee. Mr. Jerome H. Farnum, also an existing Board member, will assume the position as the Chairman of the Nominating Committee. Commenting on the resignation and appointment, Geoffrey P. Jurick, Chairman & Chief Executive Officer of Emerson Radio said, "We all appreciate the time and contribution that Herb has made to our Board and Audit Committee and wish Herb all the very best. We are also delighted to welcome W. Michael Driscoll as an independent director of Emerson. Mike's vast experience in global businesses will be very helpful to Emerson in the future." Mr. Driscoll brings a successful career record of more than 36 years as a president, CEO and a director of various public and private global companies. Presently, Mr. Driscoll is serving on the Boards of Directors of IPC Corporation Ltd., Singapore, and Ithaca Technologies LLC. Mr. Driscoll served as the Chairman of the Board of ThinSoft (Holdings) Ltd., Hong Kong and as President and CEO of Dazzle Multimedia Corporation, Smith Corona Corporation, Austin Computer Systems, and Technology Applications Ltd., Thailand. 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. 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, including its Annual Report on Form 10-K for the year ended March 31, 2005. The Company assumes no obligation to update the information contained in this news release. -----END PRIVACY-ENHANCED MESSAGE-----