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): December 26, 2012
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.) |
3 University Plaza, Suite 405, Hackensack, New Jersey 07601
(Address of principal executive offices, including zip code)
Registrants 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 8.01 | Other Events. |
On December 26, 2012, Emerson Radio Corp. (the Company) issued a press release regarding the extension of the Companys License Agreement with Funai Corporation, Inc. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2. of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such 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 our managements 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 Companys 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 Companys reports filed with the Securities and Exchange Commission.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
99.1 | Press release dated December 26, 2012. |
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/ Andrew L. Davis | |
Andrew L. Davis | ||
Chief Financial Officer |
Dated: December 26, 2012
Exhibit 99.1
NEWS & INFORMATION
FOR: | EMERSON RADIO CORP. 3 University Plaza, Suite 405 Hackensack, NJ 07601 |
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CONTACT: | Investor Relations: Barry Smith Investor Relations Manager (973) 428-2004 |
Wednesday, December 26, 2012
EMERSON RADIO CORP. EXTENDS LICENSING AGREEMENT WITH FUNAI CORPORATION, INC.
HACKENSACK, N.J. December 26, 2012 On December 17, 2012, and effective as of December 1, 2012, Emerson Radio Corp. (the Company) and Funai Corporation, Inc. (Funai) entered into an amendment to the License Agreement dated effective January 1, 2001, as amended, between the Company and Funai (the License Agreement), under which the term of the License Agreement was extended until March 31, 2015. The Agreement provides that Funai will continue to manufacture, market, sell and distribute specified products bearing the Emerson® trademark to customers in the U.S. and Canadian markets. Under the terms of the License Agreement, the Company receives non-refundable minimum annual royalty payments of $3.75 million each calendar year ($937,500 per calendar quarter) and license fees on sales of products subject to the License Agreement in excess of the minimum annual royalties.
About Emerson Radio Corp.
Emerson Radio Corp. (NYSE MKT: MSN), incorporated in 1994, is headquartered in Hackensack, N.J. The Company designs, sources, imports and markets a variety of houseware and consumer electronic products, and licenses its trademarks to others on a worldwide basis for a variety of products. For more information, please visit Emerson Radios web site at www.emersonradio.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 managements 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 Companys reports as filed with the Securities and Exchange Commission. The Company assumes no obligation to update the information contained in this news release.