SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
EMERSON RADIO CORP.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
291087203
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(CUSIP Number)
with a copy to:
Elizabeth J. Calianese, Esq. John D. Schupper, Esq.
Emerson Radio Corp. Lowenstein Sandler PC
Nine Entin Road 65 Livingston Avenue
Parsippany, New Jersey 07054 Roseland, New Jersey 07068
(973) 884-5800 (973) 597-2500
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
December 5, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 291087203
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (entities only):
Geoffrey P. Jurick
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds (See Instructions): Not Applicable
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5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e): Not Applicable
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6) Citizenship or Place of Organization: Germany
Number of 7) Sole Voting Power: 332,242*
Shares Beneficially -----------------
Owned by 8) Shared Voting Power: 0
Each Reporting -------------------
Person With
9) Sole Dispositive Power: 332,242*
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10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 332,242*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): *
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13) Percent of Class Represented by Amount in Row (11): 1.2%
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14) Type of Reporting Person (See Instructions): IN
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* Mr. Jurick's beneficial ownership consists of (i) 265,576 shares of common
stock, par value $.01 per share (the "Common Stock"), of Emerson Radio Corp.
(the "Company") directly owned by him and (ii) 66,666 shares of Common Stock
issuable upon exercise of options that are exercisable within 60 days of the
date of this Schedule 13D. Excludes 133,334 shares of Common Stock issuable upon
exercise of options owned by Mr. Jurick that are not exercisable within 60 days
of the date of this Schedule 13D.
-2-
Geoffrey P. Jurick, the Chairman, Chief Executive Officer and President
of the Company, hereby amends the Schedule 13D, filed with the Securities and
Exchange Commission (the "SEC") on July 21, 2000, amended by Amendment No. 1 to
the Schedule 13D, filed with the SEC on June 19, 2002, and amended by Amendment
No. 2 to the Schedule 13D, filed with the SEC on February 1, 2005 (the "Schedule
13D"), relating to the shares of Common Stock of the Company, as follows:
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
On December 5, 2005, Mr. Jurick sold 10,000,000 shares of Common Stock
of the Company to a subsidiary of The Grande Holdings Limited, a Hong Kong based
group of companies engaged in a number of businesses including the manufacture,
sale and distribution of audio, video and other consumer electronics and digital
products. The purchase price was $5.20 per share payable in a combination of
cash and a convertible debenture of Grande. The shares sold represented
approximately 37% of the Company's outstanding shares.
Item 5. Interest in Securities of the Issuer.
As of December 5 2005, there were 27,047,666 shares of Common Stock
issued and outstanding. As of such date, Mr. Jurick beneficially owned 332,242
shares of Common Stock, or approximately 1.2% of the total outstanding Common
Stock. Mr. Jurick has sole voting power and sole power to dispose or direct the
disposition of all of these shares of Common Stock. Mr. Jurick does not have
shared power to vote or direct the vote or shared power to dispose or direct the
disposition of any shares of Common Stock. Mr. Jurick's beneficial ownership
consists of (i) 265,576 shares of Common Stock directly owned by him and (ii)
66,666 shares of Common Stock issuable upon exercise of options that are
exercisable within 60 days of the date of this Schedule 13D. Mr. Jurick's
beneficial ownership excludes 133,334 shares of Common Stock issuable upon
exercise of options owned by Mr. Jurick that are not exercisable within 60 days
of the date of this Schedule 13D.
Except as described in Item 4 above, Mr. Jurick has not effected any
transactions in the Common Stock during the past 60 days.
No other person is known to Mr. Jurick to have the right to receive or
power to direct dividends from, or proceeds from the sale of, shares of Common
Stock beneficially owned by Mr. Jurick.
As a result of the transaction described in Item 4 above, Mr. Jurick
has ceased to be the beneficial owner of more than five percent of the Company's
outstanding Common Stock.
Item 7. Material to be Filed as Exhibits.
None
-3-
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
December 5, 2005
/s/ Geoffrey P. Jurick
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Geoffrey P. Jurick
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).