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, 2010
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 |
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(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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| 85 Oxford Drive, Moonachie, New Jersey
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07074 |
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 March 2, 2010, the Board of Directors of Emerson Radio Corp. (the “Company”) declared an
extraordinary cash dividend of $1.10 per common share payable on March 24, 2010 to shareholders of
record of the Company at the close of trading on March 15, 2010. The Company’s lead bank consented
to the payment of the dividend and it and the Company have agreed to amend the Company’s credit
facility to reduce the maximum credit available under the facility from $45 million to $15 million
and to limit credit advances to letters of credit that are cash collateralized at the rate of 105%
of the face amount. The Company expects that a formal amendment to the credit agreement will be
executed by the parties within the next two weeks. A copy of the press release announcing the
extraordinary dividend is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Forward Looking Statements
This Current Report on Form 8-K including Exhibit 99.1 contains forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements typically are identified by use of terms such as “may,” “will,”
“should,” “plan,” “expect,” “anticipate,” “estimate” and similar words, although some
forward-looking statements are expressed differently. Forward-looking statements represent our
management’s judgment regarding future events. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, the Company can give no assurance that
such expectations will prove to be correct. All statements other than statements of historical fact
included in this Current Report on Form 8-K are forward-looking statements. The Company cannot
guarantee the accuracy of the forward-looking statements, and you should be aware that the
Company’s actual results could differ materially from those contained in the forward-looking
statements due to a number of factors, including the statements under “Risk Factors” contained in
the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2009 filed with the
Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 — Press release, dated March 2, 2010