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): August 31, 2011

EMERSON RADIO CORP.
(Exact name of registrant as specified in its charter)
         
Delaware   001-07731   22-3285224
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
85 Oxford Drive, Moonachie, New Jersey
  07074
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 31, 2011, the Board of Directors (the “Board”) of Emerson Radio Corp. (the “Company”) appointed Duncan Hon, age 50, as Chief Executive Officer of the Company. Mr. Hon has served as Deputy Chief Executive Officer of the Company since November 2009 and as a director of the Company since February 2009. He continues to serve the Company as a director. Concurrent with Mr. Hon’s appointment as Chief Executive Officer of the Company, the Board eliminated the position of Deputy Chief Executive Officer. See Item 5.03 below.

Mr. Hon also serves as a director of The Grande Holdings Limited (Provisional Liquidators Appointed) (“Grande”), a Hong Kong based group of companies engaged principally in the distribution of household appliances and consumer electronic products and licensing of trademarks, which indirectly, through a wholly-owned subsidiary, is a controlling shareholder of the Company. In addition, he serves as Chief Executive Officer of the Branded Distribution Division of Grande and as a director of several of Grande’s non-listed subsidiaries. Mr. Hon also currently serves as a director and Vice Chairman of the board of directors of Sansui Electric Co. Ltd., which is listed on the Tokyo Stock Exchange, and, from 2004 to 2007, he served as a director of Smart Keen International Limited, a Hong Kong company, providing financial consulting services. Mr. Hon is a member of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants.

On August 31, 2011, the Board also appointed Vincent Fok, age 41, as a director of the Company to fill a vacancy on the Board created by the previously disclosed resignation of Adrian Ma. Mr. Fok is a senior managing director of FTI Consulting (Hong Kong) Limited, a global advisory firm assisting companies to protect and enhance enterprise value, and was appointed one of two Joint and Several Liquidators over Grande by the High Court of Hong Kong on May 31, 2011. Additionally, Mr Fok is a non-executive director of Delong Holding Limited, which is listed on the Singapore Stock Exchange, and an independent non-executive director of Kaisa Group Holdings Limited, which is listed on the Hong Kong Stock Exchange. Mr. Fok is a member of the Hong Kong Institute of Certified Public Accountants, the Australian Society of Certified Practicing Accountants and the Hong Kong Institute of Directors.  Mr Fok graduated from Australian National University with a bachelor’s degree in commerce.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective as of August 31, 2011, the Board adopted an amendment (the “Amendment”) to the Corporate Bylaws of the Company, as amended (the “Bylaws”). Pursuant to the Amendment, Article 5 of the Bylaws was amended and restated in its entirety to update the titles and descriptions of duties of the officer positions of the Company to eliminate the position of Deputy Chief Executive Officer.

The Amendment is filed as Exhibit 3.2 to this Current Report on Form 8-K.

Item 8.01. Other Events.

On September 7, 2011, the Company issued a press release announcing the events described in Item 5.02. A copy of the press release is attached hereto as Exhibit 99.1 to this report.

 

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 3.2 – Bylaws Amendment

Exhibit 99.1 – Press release, dated September 7, 2011

 

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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: September 7, 2011

 

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Exhibit 3.2

Article 5 of the Corporate Bylaws of Emerson Radio Corp. is hereby amended and restated in its entirety, to read as follows:

ARTICLE 5
Officers

     5.1 Officers; Election. As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect a President and a Secretary, and it may, if it so determines, elect from among its members a Chairman of the Board and a Vice Chairman of the Board. The Board may also elect a Chief Executive Officer, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and such other officers as the Board may deem desirable or appropriate and may give any of them such further designations or alternate titles as it considers desirable. Any number of offices may be held by the same person unless the certificate of incorporation or these by-laws otherwise provide.

     5.2 Term of Office; Resignation; Removal; Vacancies. Unless otherwise provided in the resolution of the Board of Directors electing any officer, each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein (or, if no time is specified, upon delivery of the notice pursuant to the foregoing sentence), and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board may remove any officer with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the election of an officer shall not of itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled by the Board at any regular or special meeting.  

     5.3 Chairman of the Board. The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the Board or as may be provided by law.

     5.4. Vice Chairman of the Board. In the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the Board or as may be provided by law.

     5.5. Chief Executive Officer. The Chief Executive Officer, if any, shall, subject to the direction of the Board, have general charge and supervision of the business of the corporation. Unless the Board has designated a Chairman of the Board or a Vice Chairman of the Board or as otherwise provided by the Board, the Chief Executive Officer shall preside at all meetings of the stockholders. The Chief Executive Officer shall perform such other duties and shall have such other powers as the Board may from time to time prescribe.

     5.6. President. Unless the Board of Directors has designated the Chairman of the Board or another officer as Chief Executive Officer, the President shall be the Chief Executive Officer of the Corporation. The President shall perform such other duties and shall have such other powers as the Board of Directors may from time to time prescribe.

     5.7. Vice Presidents. The Vice President or Vice Presidents, if any, at the request or in the absence of the President or during the President’s inability to act, shall perform the duties of the President, and when so acting shall have the powers of the President. If there be more than one Vice President, the Board of Directors may determine which one or more of the Vice Presidents shall perform any of such duties; or if such determination is not made by the Board, the President may make such determination; otherwise any of the Vice Presidents may perform any of such duties. The Vice President or Vice Presidents shall have such other powers and shall perform such other duties as may, from time to time, be assigned to him or her or them by the Board or the President or as may be provided by law.

     5.8. Secretary. The Secretary shall have the duty to record the proceedings of the meetings of the stockholders, the Board of Directors and any committees in a book to be kept for that purpose, shall see that all notices are duly given in accordance with the provisions of these by-laws or as required by law, shall be custodian of the records of the Corporation, may affix the corporate seal to any document the execution of which, on behalf of the Corporation, is duly authorized, and when so affixed may attest the same, and, in general, shall perform all duties incident to the office of secretary of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board or the President or as may be provided by law.

     5.9. Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by or under authority of the Board of Directors. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties, with such surety or sureties as the Board may determine. The Treasurer shall keep or cause to be kept full and accurate records of all receipts and disbursements in books of the Corporation, shall render to the President and to the Board, whenever requested, an account of the financial condition of the Corporation, and, in general, shall perform all the duties incident to the office of treasurer of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board or the President or as may be provided by law.  

     5.10 Other Officers. The other officers, if any, of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated in a resolution of the Board of Directors which is not inconsistent with these by-laws and, to the extent not so stated, as generally pertain to their respective offices, subject to the control of the Board. The Board may require any officer, agent or employee to give security for the faithful performance of his or her duties.

     5.11 Compensation. The compensation of the officers of the Corporation elected or appointed by the Board, if any, shall be fixed from time to time by the Board.”

Except as amended hereby, the Bylaws shall remain in full force and effect.

 

Exhibit 99.1
(LOGO)

NEWS & INFORMATION

     
FOR:
  EMERSON RADIO CORP .
    85 Oxford Drive
    Moonachie, NJ 07074
 
   
CONTACT:
  Emerson Radio Corp.
    Robert Maffei
    Investor Relations Manager
    (973) 428-2098

Wednesday, September 7, 2011

EMERSON RADIO CORP. ANNOUNCES APPOINTMENT OF CHIEF EXECUTIVE OFFICER AND APPOINTMENT OF DIRECTOR TO FILL VACANCY

MOONACHIE, N.J. – September 7, 2011 – Emerson Radio Corp. (NYSE AMEX: MSN) today announced that, effective as of August 31, 2011, Duncan Hon, age 50, was appointed as Chief Executive Officer of Emerson Radio Corp. (“the Company”). Mr. Hon has served as the Company’s Deputy Chief Executive Officer since November 2009 and as a director since February 2009. He continues in his role as a director of the Company. Concurrent with Mr. Hon’s appointment as Chief Executive Officer of the Company, the position of Deputy Chief Executive Officer was eliminated.

The Company also announced that its Board of Directors appointed Mr. Vincent Fok, age 41, as a director of the Company, to fill a vacancy on the Board. Mr. Fok is a senior managing director of FTI Consulting (Hong Kong) Limited, a global advisory firm assisting companies to protect and enhance enterprise value, and was appointed by the High Court of Hong Kong on May 31, 2011 as one of two Joint and Several Liquidators over The Grande Holdings Limited (Provisional Liquidators Appointed), which indirectly, through a wholly-owned subsidiary, is a controlling shareholder of the Company.

 

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About Emerson Radio Corp.

Emerson Radio Corporation (NYSE AMEX: MSN), founded in 1948, is headquartered in Moonachie, 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 .

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 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.

 

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