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 19, 2016
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, NJ | 07601 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (973) 428-2000
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 19, 2016, Emerson Radio Corp. (the “Company”) announced that its Board of Directors has approved the repurchase of up to $5 million of its common stock. The repurchases may be effected from time to time at prevailing market prices, through open market or in privately negotiated transactions, which may include, in whole or in part, the establishment of a purchase program pursuant to the safe harbor provided by Rule 10b5-1 under the Securities Exchange Act of 1934, through block purchases or through accelerated or forward or similar stock purchases.
The Company intends to run the repurchase program through the end of the current fiscal year, unless the period is extended or shortened by the Board of Directors. Under the program, repurchases will be funded from available working capital and any repurchased shares will be held as authorized but unissued shares and will be available for general corporate purposes.
A copy of the Company’s press release announcing this stock repurchase program is attached as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description. | |
| 99.1 | Press release dated December 19, 2016. | |
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/ Barry Smith | |||
| Name: | Barry Smith | |||
| Title: | Treasurer | |||
Dated: December 19, 2016
EXHIBIT INDEX
| Exhibit No. |
Description. | |
| 99.1 | Press release dated December 19, 2016. | |
Exhibit 99.1
PRESS RELEASE
EMERSON RADIO CORP. AUTHORIZES STOCK REPURCHASES
Hackensack, New Jersey—Dec. 19, 2016—Emerson Radio Corp. (NYSE MKT: MSN) today announced that its Board of Directors has approved the repurchase of up to $5 million of its common stock. The repurchases may be effected from time to time at prevailing market prices, through open market or in privately negotiated transactions, which may include, in whole or in part, the establishment of a purchase program pursuant to the safe harbor provided by Rule 10b5-1 under the Securities Exchange Act of 1934, through block purchases or through accelerated or forward or similar stock purchases. The Company intends to run the repurchase program through the end of the current fiscal year, unless the period is extended or shortened by the Board of Directors. Under the program, repurchases will be funded from available working capital and any repurchased shares will be held as authorized but unissued shares and will be available for general corporate purposes.
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 Radio’s web site at www.emersonradio.com.
Contact Information
Investor Relations
Barry Smith
Investor Relations Manager
(973)428-2004
Forward Looking Statements
This news release may contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Exchange Act of 1934, as amended, that represent the Company’s expectations or beliefs concerning further events. Such forward-looking statements are inherently subject to risks and uncertainties. Such risks and uncertainties include the continuation of sufficient liquidity to complete stock repurchases, stock price levels and volatility, alternative uses of funds, the absence of unforeseen changes in the Company’s markets, legal and regulatory changes and general changes in the economy. Because of the risks and uncertainties inherent in forward-looking statements, readers are cautioned not to place undue reliance on them. The Company disclaims any obligation to update such forward-looking statements because of new information or otherwise.