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): May 25, 2005
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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On May 25, 2005, Emerson Radio Corp. (the "Registrant") issued a
press release regarding preliminary unaudited results for the fourth quarter and
fiscal year ended March 31, 2005. A copy of this press release is being
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this report under Item 2.02 is being furnished
pursuant to Item 2.02 of Form 8-K, insofar as it discloses preliminary
historical information regarding the Registrant's expected results of operations
for the fourth quarter and fiscal year ended March 31, 2005. In accordance with
General instructions B.2 of Form 8-K, the information in this Current Report on
Form 8-K under Item 2.02, including Exhibit 99.1, shall not be deemed "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liability of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, except as shall be expressly set forth by specific reference in such
a filing.
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, such as the Registrant's
preliminary unaudited results for the fourth quarter and year ended March 31,
2005. 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 Registrant believes that the expectations
reflected in such forward-looking statements are reasonable, the Registrant can
give no assurance that such expectations will prove to be correct and you should
be aware that the Registrant'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 Registrant's
Annual Report on Form 10-K for the fiscal year ended March 31, 2004 filed with
the Securities and Exchange Commission.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
As described above, the following Exhibit is furnished as part of this Current
Report on Form 8-K:
Exhibit 99.1 - Press release dated May 25, 2005
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: May 25, 2005