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): January 31, 2007
EMERSON RADIO CORP.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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001-07731
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22-3285224 |
(State Or Other
Jurisdiction Of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 9 Entin Road, Parsippany, New Jersey
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07054 |
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| (Address of Principal Executive Offices)
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(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):
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))
Item 8.01. Other Events
By letter dated January 31, 2007, Emerson Radio Corp. (the “Company”) was advised by The
Grande (Nominees) Limited, a subsidiary of Grande Holdings Limited, that it has determined not to
pursue at this time its proposal (the “Proposal”) to sell to the Company a 51% interest in
Capetronic Group, Ltd., a consumer electronics manufacturer. The Proposal, which was initially
made to the Company on November 8, 2006, contemplated a closing of the proposed sale no later than
December 31, 2006 and a purchase price of $108 million payable in the form of a subordinated note.
In its January 31, 2007 letter, The Grande (Nominees) Limited reserved its right to make a proposal
similar to the Proposal to the Company in the future.
Grande Holdings Limited beneficially owns approximately 50.8% of the outstanding shares of
common stock of the Company. The Company had formed a special committee of independent directors
to evaluate the Proposal on behalf of the Company promptly following its receipt of the Proposal in
November 2006.