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): March 2, 2006
EMERSON RADIO CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-25226 22-3285224
-------- ------- ----------
(State Or Other (Commission (IRS Employer
Jurisdiction Of File Number) Identification No.)
Incorporation)
9 Entin Road, Parsippany, New Jersey 07054
-----------------------------------------------------------
(Address of Principal Executive Offices) (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):
[ ] 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On March 2, 2006, Herbert A. Morey resigned as a director of Emerson
Radio Corp. (the "Company") as a result of the circumstances set forth in a
letter submitted to the Company. A copy of the letter submitted by Mr. Morey is
being filed as Exhibit 17.1 to this Current Report on Form 8-K. A copy of this
Current Report on Form 8-K has been submitted to Mr. Morey in accordance with
the applicable rules under the Securities Exchange Act of 1934, as amended.
Mr. Morey served as the Chairman of the Audit Committee and the
Nominating Committee of the Board of Directors. Mr. Morey also served as the
"audit committee financial expert," as such term is defined by the Securities
and Exchange Commission ("SEC").
On March 7, 2006, the Board of Directors of the Company approved the
appointment of W. Michael Driscoll as an independent director of the Company to
fill the vacancy resulting from the resignation of Mr. Morey from the Board of
Directors. Mr. Driscoll has also been appointed to the Audit Committee of the
Company's Board of Directors. Mr. Driscoll has more than 36 years experience as
a director and executive officer of various public and private companies.
Presently, Mr. Driscoll serves on the Board of Directors of IPC Corporation
Ltd., Singapore, and Ithaca Technologies LLC. Mr. Driscoll has also served as
the Chairman of the Board of ThinSoft (Holdings) Ltd., Hong Kong and President
and Chief Executive Officer of Dazzle Multimedia Corporation, Smith Corona
Corporation, Austin Power Systems, and Technology Applications, Ltd., Thailand.
In addition, on March 7, 2006, the Board of Directors named (i) Eduard
Will, a current director of the Company, as the Chairman of the Audit Committee
and the Company's "audit committee financial expert," as such term is defined by
the SEC and as a member of the Company's Nominating Committee and (ii) Jerome H.
Farnum, a current director of the Company, as the Chairman of the Nominating
Committee. As a result, the Company's Audit Committee is comprised of Messrs.
Will, Driscoll and Farnum and the Nominating Committee is comprised of Messrs.
Farnum, Bunger and Will.
A copy of the press release announcing the resignation of Mr. Morey and
the appointment of Mr. Driscoll as a director of the Company is being filed with
this Current Report on Form 8-K as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit 17.1 - Letter of Resignation from Herbert A. Morey, dated
March 1, 2006.
Exhibit 99.1 - Press Release dated March 7, 2006.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EMERSON RADIO CORP.
By: /s/ Guy A. Paglinco
--------------------------------
Name: Guy A. Paglinco
Title: Vice President and Chief
Financial Officer
Dated: March 7, 2006