-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R6iSJP+B6vM5755gYXuDMBiWYlF4Cuc1K97a7BYj1Buup2ogDoC5qFE7cUzM8bck EtiyS8HvxsimCufr9wWiPw== 0000905148-07-006359.txt : 20071001 0000905148-07-006359.hdr.sgml : 20071001 20071001171404 ACCESSION NUMBER: 0000905148-07-006359 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071001 DATE AS OF CHANGE: 20071001 GROUP MEMBERS: CHRISTOPHER HO WING ON GROUP MEMBERS: GRANDE N.A.K.S. LTD. GROUP MEMBERS: S&T INTERNATIONAL DISTRIBUTION LTD. GROUP MEMBERS: THE GRANDE GROUP LIMITED GROUP MEMBERS: THE GRANDE HOLDINGS LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMERSON RADIO CORP CENTRAL INDEX KEY: 0000032621 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 223285224 STATE OF INCORPORATION: DE FISCAL YEAR END: 0402 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-17958 FILM NUMBER: 071146762 BUSINESS ADDRESS: STREET 1: NINE ENTIN RD STREET 2: PO BOX 430 CITY: PARSIPPANY STATE: NJ ZIP: 07054-0430 BUSINESS PHONE: 9738845800 MAIL ADDRESS: STREET 1: NINE ENTIN RD CITY: PARSIPPANY STATE: NJ ZIP: 07054 FORMER COMPANY: FORMER CONFORMED NAME: MAJOR ELECTRONICS CORP DATE OF NAME CHANGE: 19770921 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: S&T INTERNATIONAL DISTRIBUTION LTD. CENTRAL INDEX KEY: 0001336951 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 146 ROBINSON ROAD, #01-01 CITY: SINGAPORE STATE: U0 ZIP: 068909 BUSINESS PHONE: 011-65-6221-0010 MAIL ADDRESS: STREET 1: 146 ROBINSON ROAD, #01-01 CITY: SINGAPORE STATE: U0 ZIP: 068909 SC 13D/A 1 efc7-2322_sc13da.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 11)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) EMERSON RADIO CORP. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 291087203 - -------------------------------------------------------------------------------- (CUSIP Number) Ruby Lee Yen Kee, Esq. Managing Director, Legal The Grande Holdings Limited 8 Commonwealth Lane Grande Building Singapore 149555 011-65-6476-6686 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 1, 2007 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 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. (Continued on following pages)
- --------------------- ------------------ -------------------------------------- ------------------- Notes). 291087203 SCHEDULE 13D CUSIP No. - ------- ------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S&T International Distribution Ltd - ------- ------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - ------- ------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ------- ------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF, BK - ------- ------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |_| - ------- ------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - ------- ------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF NONE ----------- ----------------------------------------------------------- 8 SHARE VOTING POWER SHARES 15,634,482 shares of Common Stock. ----------- ----------------------------------------------------------- BENEFICIALLY 9 SOLE DISPOSITIVE POWER NONE OWNED BY ----------- ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER EACH 15,634,482 shares of Common Stock. REPORTING PERSON WITH - ------- ------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,634,482 shares of Common Stock. - ------- ------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |-| - ------- ------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.63% - ------- ------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------- ------------------------------------------------------------------------------------------- 2 - --------------------- ------------------ -------------------------------------- ------------------- Notes). 291087203 SCHEDULE 13D CUSIP No. - ------- ------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Grande N.A.K.S. Ltd - ------- ------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - ------- ------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ------- ------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF, BK - ------- ------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |_| - ------- ------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - ------- ------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF NONE ----------- ----------------------------------------------------------- 8 SHARE VOTING POWER SHARES 15,634,482 shares of Common Stock. ----------- ----------------------------------------------------------- BENEFICIALLY 9 SOLE DISPOSITIVE POWER NONE OWNED BY ----------- ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER EACH 15,634,482 shares of Common Stock. REPORTING PERSON WITH - ------- ------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,634,482 shares of Common Stock. - ------- ------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |-| - ------- ------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.63% - ------- ------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------- ------------------------------------------------------------------------------------------- 3 - --------------------- ------------------ -------------------------------------- ------------------- Notes). 291087203 SCHEDULE 13D CUSIP No. - ------- ------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON The Grande Holdings Limited - ------- ------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - ------- ------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ------- ------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, BK - ------- ------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |_| - ------- ------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - ------- ------------------------------- ----------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF NONE ----------- ----------------------------------------------------------- 8 SHARE VOTING POWER SHARES 15,634,482 shares of Common Stock. ----------- ----------------------------------------------------------- BENEFICIALLY 9 SOLE DISPOSITIVE POWER NONE OWNED BY ----------- ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER EACH 15,634,482 shares of Common Stock. REPORTING PERSON WITH - ------- ------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,634,482 shares of Common Stock. - ------- ------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |-| - ------- ------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.63% - ------- ------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------- ------------------------------------------------------------------------------------------- 4 - --------------------- ------------------ -------------------------------------- ------------------- Notes). 291087203 SCHEDULE 13D CUSIP No. - ------- ------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Christopher Ho Wing On - ------- ------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - ------- ------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ------- ------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF, BK - ------- ------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |_| - ------- ------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada - ------- ------------------------------- ----------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF NONE ----------- ----------------------------------------------------------- 8 SHARE VOTING POWER SHARES 15,634,482 shares of Common Stock. ----------- ----------------------------------------------------------- BENEFICIALLY 9 SOLE DISPOSITIVE POWER NONE OWNED BY ----------- ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER EACH 15,634,482 shares of Common Stock. REPORTING PERSON WITH - ------- ------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,634,482 shares of Common Stock. - ------- ------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |-| - ------- ------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.63% - ------- ------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------- -------------------------------------------------------------------------------------------
5 This statement on Schedule 13D/A (the "Statement") amends and restates the Schedule 13D relating to shares of Common Stock (the "Common Stock"), of Emerson Radio Corp. (the "Emerson"), as originally filed with the Securities and Exchange Commission (the "SEC") on December 15, 2005 (the "Initial Statement") by The Grande Holdings Limited ("Grande Holdings"), Grande N.A.K.S. Ltd. ("N.A.K.S."), S&T International Distribution Ltd. ("S&T"), The Grande Group Limited ("GGL") and Mr. Christopher Ho Wing On ("Mr. Ho" and, together with Grande Holdings, N.A.K.S., S&T and GGL, the "Reporting Persons"), as amended by Amendment No. 1, dated March 7, 2006 ("Amendment No. 1"), Amendment No. 2, dated May 9, 2006 ("Amendment No. 2"), Amendment No. 3, dated May 25, 2006 ("Amendment No. 3"), Amendment No. 4, dated June 15, 2006 ("Amendment No. 4"), Amendment No. 5, dated July 7, 2006 ("Amendment No. 5"), Amendment No. 6, dated July 28, 2006 ("Amendment No. 6"), Amendment No. 7, dated August 10, 2006 ("Amendment No. 7"), Amendment No. 8, dated September 19, 2006 ("Amendment No. 8"), Amendment No. 9, dated November 8, 2006 ("Amendment No. 9") and Amendment No. 10, dated February 7, 2007 ("Amendment No. 10" and together with the Initial Statement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8 and Amendment No. 9, the "Previous Filings"), all filed by the Reporting Persons. ITEM 1. SECURITY AND ISSUER. This Statement is filed with respect to the Common Stock of Emerson, a Delaware corporation. The address of Emerson is Nine Entin Road, Parsippany, New Jersey 07054-0430. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed on behalf of each of the following Reporting Persons: (a) Grande Holdings, a Bermuda corporation engaged in manufacturing, sale and distribution of audio, video and other consumer electronics and digital products, the executive offices of which are located at 12th Floor, Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong; (b) N.A.K.S., a British Virgin Islands corporation engaged in purchasing, selling or holding of securities or other investments, the executive offices of which are located at 8 Commonwealth Lane, Grande Building, Singapore 149555; (c) S&T, a British Virgin Islands corporation engaged in purchasing, selling or holding of securities or other investments, the executive offices of which are located at 8 Commonwealth Lane, Grande Building, Singapore 149555; (d) Mr. Ho, a citizen of Canada. Mr. Ho's business address is 8 Commonwealth Lane, Grande Building, Singapore 149555. Mr. Ho is the Chairman and Group Chief Executive of Grande Holdings. 6 Each of the Reporting Persons is party to that certain Joint Filing Agreement attached hereto as Exhibit 1. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. As of the date of this Statement, S&T has the direct power to vote and direct the disposition of the 15,634,482 shares of Emerson's Common Stock held by it, which include 1,853,882 shares recently acquired from the Singer Children's Management Trust, as further set forth in Items 3 and 6 below (the "S&T Shares"). As the sole parent of S&T, N.A.K.S. has the indirect power to vote and dispose of the S&T Shares held for the account of S&T. As the sole parent of N.A.K.S., Grande Holdings has the indirect power to vote and dispose of the Shares held for the account of S&T. As the owner of approximately 67% of the share capital of Grande Holdings, Barrican Investments Corporation ("Barrican") has the indirect power to vote and dispose of the Shares held for the account of S&T. As the sole parent of Barrican, The Grande International Holdings Ltd ("Grande International") has the indirect power to vote and dispose of the Shares held for the account of S&T. As the sole owner of Grande International, the Ho Family Trust has the indirect power to vote and dispose of the Shares held for the account of S&T. As the sole beneficiary of the Ho Family Trust, Mr. Ho has the indirect power to vote and dispose of the Shares held for the account of S&T. In such capacities, Grande Holdings, N.A.K.S. and Mr. Ho may be deemed to be the beneficial owners of the Shares held for the account of S&T. Set forth on Annex A to this Statement is a chart setting forth, with respect to each executive officer, director and controlling person of a Reporting Person, his or her name, residence or business address, present principal occupation or employment (along with the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship, in each case as of the date hereof. During the last five years, no Reporting Person nor any person listed on Annex A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons nor any persons listed on Annex A has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On December 5, 2005, S&T purchased from a stockholder of Emerson pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement") 10,000,000 shares of Common Stock for $26 million in cash and a convertible debenture issued by Grande Holdings with a face value of $26 million (the "Consideration"). The source of the funds that S&T used to pay the cash component of the purchase price was (1) Grande Holdings' working capital/cash on hand and (2) a term loan facility provided by ABN AMRO Bank N.V., Hong Kong Branch in the amount of US$26 million, under a facility agreement entered into by S&T, Grande Holdings and ABN AMRO Bank N.V., 7 Hong Kong Branch (the "Term Loan Facility"). Grande Holdings guaranteed all of S&T's obligations under the term loan facility. As additional security for its obligations, S&T (1) pledged and granted to ABN AMRO a security interest in the Acquired Shares, and (2) assigned to ABN AMRO, by way of fixed security with first-ranking priority, enforceable upon an event of default, all of its rights under the Stock Purchase Agreement. The Term Loan Facility has been paid in full, and the security created by the Assignment of Acquisition Agreement (listed as Exhibit 6 hereto) and the Pledge Agreement (listed as Exhibit 7 hereto) has been discharged and such agreements have been terminated. Since December 5, 2005, GGL acquired in open market purchases, 3,780,600 shares of Common Stock. The source of funds to acquire such shares was the working capital of GGL. The total purchase price for the shares acquired since December 5, 2005 was approximately US$12,275,595.00. None of Mr. Ho, Grande Holdings nor N.A.K.S. directly owns any Common Stock. In order to consolidate shareholdings, on March 26, 2007, GGL transferred all of its shares of Common Stock (i.e. 3,780,600 shares) to S&T. On September 21, 2007, S&T purchased from the Singer Children's Management Trust (the "Singer Trust") a stockholder of Emerson, pursuant to a Stock Purchase Agreement (the "Singer Stock Purchase Agreement") 1,853,882 shares of Common Stock for $7,257,839.20 in cash (the "Singer Consideration"). The source of the funds that S&T used to pay the Singer Consideration was Grande Holdings' working capital/cash on hand. ITEM 4. PURPOSE OF TRANSACTION. The shares of Common Stock beneficially owned by the Reporting Persons were acquired as described in Item 3 and Item 6. The information set forth in Item 3 and Item 6 is hereby incorporated by reference into this Item 4. On December 9, 2005, Mr. Michael Andrew Barclay Binney, a director of N.A.K.S. and Grande Holdings, was elected to the Board of Directors of Emerson at the annual meeting of Emerson's shareholders. On March 30, 2006, the Board of Directors of Emerson appointed Adrian Ma as the Chairman of the Board and CEO of Emerson (Mr. Ma served as the Chairman of the Board until July 28, 2006). Mr. Ma is also a director of N.A.K.S. and Grande Holdings. On July 28, 2006, the Board of Directors of Emerson appointed Mr. Ho as the Chairman of the Board of Emerson. Mr. Ho is also a director of N.A.K.S. and the Chairman of Grande Holdings. On March 30, 2006, the Board of Directors of Emerson appointed Greenfield Pitts as a director on the Board of Emerson. Mr. Pitts was a consultant for Grande Holdings and is currently Emerson's Chief Financial Officer. As directors of Emerson, Messrs. Ho, Binney, Ma, and Pitts have influence over the corporate activities of Emerson, including activities which may relate to transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. On November 8, 2006, The Grande (Nominees) Ltd., a wholly owned subsidiary of Grande Holdings, made a proposal (the "Proposal"; the Proposal was filed hereunder as Exhibit 8, which is incorporated herein by reference from Amendment No. 9) to Emerson to sell 8 to a wholly-owned non-U.S. subsidiary of Emerson 51% of the outstanding share capital of Capetronic Group, Ltd., an indirectly wholly-owned subsidiary of Grande Holdings, which owns and operates, through various subsidiaries, the consumer electronics manufacturing operations of Grande Holdings. The Proposal, by its terms, called for a closing of the transaction no later than December 31, 2006. That objective has not been achieved. After careful consideration, The Grande (Nominees) Ltd. decided to allow the Proposal to lapse and not to extend it at the present time. However, The Grande (Nominees) Ltd. reserved the right to make (and indeed currently anticipates making) a similar proposal to Emerson in the future. The Reporting Persons further reserve the right to change their intentions and plans at any time with regard to any such proposal. The Reporting Persons exercise influence over the management and corporate activities of Emerson, including activities which may relate to transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons continuously evaluate developments affecting Emerson, Emerson's businesses and prospects, other investment and business opportunities available to the Reporting Persons, the prevailing general stock market, economic and other conditions, including in particular the price and availability of shares of Common Stock, tax considerations and all other factors deemed relevant in determining whether to increase or to decrease the size of the Reporting Persons' investment in Emerson. At any time, the Reporting Persons may seek to acquire more shares of Common Stock of Emerson, or some or all of the shares of Common Stock beneficially owned by any of the Reporting Persons may be sold, in either case through open market sales or purchases, in privately-negotiated transactions or otherwise. As part of the ongoing evaluation of this investment and investment alternatives, each Reporting Person may consider advancing any option available to it, including those actions set forth in clauses (a) through (j) of Item 4 and, subject to applicable law, each Reporting Person may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the Board of Directors of Emerson, other shareholders of Emerson or other third parties regarding such matters. Except as indicated in this Schedule 13D, none of the Reporting Persons or, to the best of their knowledge, any of the other persons identified on Annex A to this Statement, currently has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. S&T is the record owner of the S&T Shares. As the sole stockholder of S&T, N.A.K.S. may be deemed to own beneficially the S&T Shares. As the sole stockholder of N.A.K.S, Grande Holdings may be deemed to own beneficially the Shares. Mr. Ho has a beneficial interest in approximately 67% of the capital stock of Grande Holdings. By virtue of such interest and his position with Grande Holdings, Mr. Ho may be deemed to have power to vote and power to dispose of the Shares beneficially held by Grande Holdings. (a) N.A.K.S. and S&T may be deemed to own beneficially 57.63% of the Common Stock of Emerson, which percentage is calculated based upon: 27,129,832 shares of 9 Common Stock reported to be outstanding as of August 14, 2007. Grande Holdings and Mr. Ho may be deemed to own beneficially 57.63% of the Common Stock of Emerson Each of the Reporting Persons, except for S&T with respect to the S&T Shares, disclaims beneficial ownership of the Shares. (b) Regarding the number of shares as to which such person has: i. sole power to vote or to direct the vote: 0 shares for each Reporting Person. ii. shared power to vote or to direct the vote: 15,634,482 shares for each Reporting Person. iii. sole power to dispose or to direct the disposition: 0 shares for each Reporting Person. iv. shared power to dispose or to direct the disposition: 15,634,482 shares for each Reporting Person. (c) There have been no transactions in the Common Stock effected by the Reporting Persons during the past sixty days other than the transactions described in Item 3 of this Schedule 13D. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the Common Stock beneficially owned by any of the Reporting Persons. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Certain Reporting Persons are parties to the contracts filed hereunder as Exhibits 2-8. Exhibits 2-7 are incorporated herein by reference from the Initial Statement. Exhibit 8 is incorporated herein by reference from Amendment No. 9. The contracts listed in Exhibits 3 and 5 have been fully performed, and the contracts listed in Exhibits 6 and 7 have been terminated. The Stock Purchase Agreement has been fully performed, except for confidentiality and public announcements covenants, which remain in effect. The Proposal has lapsed, as described in Exhibit 9. The Singer Stock Purchase Agreement has been fully performed, except for standstill, confidentiality, non-disparagement and indemnification covenants, which remain in effect. Under the standstill provisions, the Singer Trust, as well as Gary Singer and Karen Singer individually, have undertaken not to, directly or indirectly, acquire beneficial ownership of any stock of Emerson, or to participate in making or financing a tender or exchange offer with respect to any such stock or to effect a business combination involving the company or its assets. The Singer Trust and Gary Singer and Karen Singer individually have furthermore agreed not to disparage S&T or Emerson or otherwise make any negative or critical remarks about them. In 10 addition, the Singer Stock Purchase Agreement provides that for a period of two years after September 21, 2007, Gary Singer will provide such advice and assistance, to the best of his ability, with respect to S&T's (or any of its Affiliates') investment in the Company as S&T or any of its Affiliates may reasonably request from time to time. Michael Andrew Barclay Binney currently holds options to purchase 8,333 shares of Common Stock, which are currently exercisable. In addition, Mr. Binney holds options to purchase 16,667 shares of Common Stock, 8,333 of which will be exercisable in December 2007, and the balance of which will be exercisable in December 2008. In addition, Greenfield Pitts holds options to purchase 25,000 shares of Common Stock, 8,333 of which will be exercisable in November 2007, 8,333 in November 2008, and the balance of which will be exercisable in November 2009. Except as described or incorporated by reference above, as of the date hereof none of the Reporting Persons nor, to the best of the knowledge of the Reporting Persons, any of the individuals named in Annex A hereto, has any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to the Common Stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1: Joint Filing Agreement, dated October 1, 2007 by and among Grande Holding, N.A.K.S., S&T and Mr. Ho. Exhibit 2: Agreement for the Sale and Purchase of Certain Shares in Emerson Radio Corp., dated as of August 20, 2005, between Mr. Jurick and S&T ("Stock Purchase Agreement"). Exhibit 3: Supplemental Agreement to the Stock Purchase Agreement, dated as of September 28, 2005, between Mr. Jurick and S&T. Exhibit 4: Convertible Debenture dated December 5, 2005 issued by Grande Holdings in favor of Mr. Jurick. Exhibit 5: Facility Agreement, dated August 22, 2005 among S&T, Grande Holdings and ABN AMRO Bank N.V., Hong Kong Branch. Exhibit 6: Assignment of Acquisition Agreement, dated August 22, 2005 between S&T and ABN AMRO Bank N.V., Hong Kong Branch. Exhibit 7: Pledge Agreement, dated August 22, 2005 between S&T and ABN AMRO Bank N.V., Hong Kong Branch. 11 Exhibit 8: Proposal dated November 8, 2006 for the purchase by a non-U.S. subsidiary of Emerson Radio of the consumer electronics manufacturing operations of the Capetronic Group. Exhibit 9: Letter from the Grande (Nominees) Limited to Emerson Radio Corp. concerning the lapse of the Proposal, dated January 31, 2007. Exhibit 10: Stock Purchase Agreement for the Sale and Purchase of Certain Shares in Emerson Radio Corp., dated as of September 7, 2007, among S&T, the Singer Children's Management Trust, Gary Singer and Karen Singer ("Singer Stock Purchase Agreement"). 12 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 1, 2007 /s/ Christopher Ho Wing On ---------------------------------------- CHRISTOPHER HO WING ON THE GRANDE HOLDINGS LIMITED By: /s/ Michael Andrew Barclay Binney --------------------------------------- Name: Michael Andrew Barclay Binney Title: Director GRANDE N.A.K.S. LTD. By: /s/ Christopher Ho Wing On --------------------------------------- Name: Christopher Ho Wing On Title: Director S&T INTERNATIONAL DISTRIBUTION LTD. By: /s/ Grande N.A.K.S. Ltd. by Michael Andrew Barclay Binney ---------------------------------------- Name: Grande N.A.K.S. Ltd. Title: Director 13 ANNEX A ------- Set forth below is the name, business address, present principal occupation or employment and citizenship of each director, executive officer and controlling person of Grande Holdings. The principal address of each individual listed below, unless otherwise indicated below, is the current business address for Grande Holdings (8 Commonwealth Lane, Grande Building, Singapore 149555).
- ------------------------------- ---------------------------- ---------------------------- ---------------------------- Present Principal Name and Business Position with Occupation or Address Reporting Person Employment Citizenship - ------------------------------- ---------------------------- ---------------------------- ---------------------------- Christopher Ho Wing-On Director of The Grande Group Chief Executive Canadian Holdings Limited - ------------------------------- ---------------------------- ---------------------------- ---------------------------- Michael Andrew Barclay Binney Director of The Grande Group Executive British Holdings Limited - ------------------------------- ---------------------------- ---------------------------- ---------------------------- Adrian Ma Chi Chiu Director of The Grande Group Executive British Holdings Limited - ------------------------------- ---------------------------- ---------------------------- ---------------------------- Lam Chuck Fai Director of The Grande Group Executive British Holdings Limited - ------------------------------- ---------------------------- ---------------------------- ---------------------------- Paul Law Kwok Fai Director of The Grande Group Executive British Holdings Limited - ------------------------------- ---------------------------- ---------------------------- ---------------------------- Christine Asprey Lai Shan Director of The Grande Group Executive British Holdings Limited - ------------------------------- ---------------------------- ---------------------------- ---------------------------- Herbert Tsoi Hak Kong Director of The Grande Solicitor, Herbert Tsoi & British Room 602, Aon China Building, Holdings Limited Partners 29 Queen's Road Central, Hong Kong - ------------------------------- ---------------------------- ---------------------------- ---------------------------- Johnny Lau Wing Hung Director of The Grande Chairman, Jacobson Medical Singaporean 15/F, China Trade Centre, Holdings Limited (HK) Ltd No.122-124 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong - ------------------------------- ---------------------------- ---------------------------- ---------------------------- Martin Ian Wright Director of The Grande Consultant, China British 604 The Broadway Holdings Limited Manufacturing Solutions 54-62 Lockhart Road Limited Wanchai, Hong Kong - ------------------------------- ---------------------------- ---------------------------- ---------------------------- 14 Set forth below is the name, business address, present principal occupation or employment and citizenship of each director, executive officer and controlling person of N.A.K.S. The principal address of each individual listed below, unless otherwise indicated below, is the current business address for N.A.K.S. (8 Commonwealth Lane, Grande Building, Singapore 149555). - ------------------------------- ---------------------------- ---------------------------- ---------------------------- Present Principal Name and Business Position with Occupation or Address Reporting Person Employment Citizenship - ------------------------------- ---------------------------- ---------------------------- ---------------------------- The Grande Holdings Limited Controlling Shareholder N/A Bermuda - ------------------------------- ---------------------------- ---------------------------- ---------------------------- Christopher Ho Wing-On Director of Grande Group Chief Executive Canadian N.A.K.S. Ltd - ------------------------------- ---------------------------- ---------------------------- ---------------------------- Michael Andrew Barclay Binney Director of Grande Group Executive British N.A.K.S. Ltd - ------------------------------- ---------------------------- ---------------------------- ---------------------------- Adrian Ma Chi Chiu Director of Grande Group Executive British N.A.K.S. Ltd - ------------------------------- ---------------------------- ---------------------------- ---------------------------- Set forth below is the name, business address, present principal occupation or employment and citizenship of each director, executive officer and controlling person of S&T. The principal address of each individual listed below, unless otherwise indicated below, is the current business address for S&T (8 Commonwealth Lane, Grande Building, Singapore 149555). - ------------------------------- ---------------------------- ---------------------------- ---------------------------- Present Principal Name and Business Position with Occupation or Address Reporting Person Employment Citizenship - ------------------------------- ---------------------------- ---------------------------- ---------------------------- Grande N.A.K.S. Ltd Director of S&T Not applicable Incorporated in British International Distribution Virgin Islands Limited and Controlling Shareholder - ------------------------------- ---------------------------- ---------------------------- ----------------------------
15 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D/A dated October 1, 2007 (including amendments thereto) with respect to the Common Stock of Emerson Radio Corp. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. Dated: October 1, 2007 /s/ Christopher Ho Wing On ---------------------------------------- CHRISTOPHER HO WING ON THE GRANDE HOLDINGS LIMITED By: /s/ Michael Andrew Barclay Binney ---------------------------------------- Name: Michael Andrew Barclay Binney Title: Director GRANDE N.A.K.S. LTD By: /s/ Christopher Ho Wing On ---------------------------------------- Name: Christopher Ho Wing On Title: Director S&T INTERNATIONAL DISTRIBUTION LTD. By: /s/ Grande N.A.K.S. Ltd. by Michael Andrew Barclay Binney ---------------------------------------- Name: Grande N.A.K.S. Ltd. Title: Director 16 EX-10 2 efc7-2322_ex10.txt Exhibt 10 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of September 7, 2007 (this "Agreement"), by and among S&T International Distribution Limited, a company incorporated in the British Virgin Islands ("Buyer"), the Singer Children's Management Trust, a trust formed in the State of New Jersey ("Seller"), and, solely with respect to Articles I, IV, VI and VII of this Agreement, Gary Singer and Karen Singer (together with Seller and Gary Singer, "Seller Parties"). PRELIMINARY STATEMENT Seller is the owner, beneficially and of record, of 1,853,882 shares of the common stock of Emerson Radio Corp., a Delaware corporation (such company, the "Company" and, such shares, the "Shares"). Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Shares on the terms and subject to the conditions set forth herein. Accordingly, in consideration of the mutual agreements hereinafter set forth, Buyer and Seller Parties agree as follows: ARTICLE I DEFINITIONS AND INTERPRETATION 1.1 Definitions. In this Agreement, the following terms have the meanings specified or referred to in this Section 1.1 and shall be equally applicable to both the singular and plural forms. "AAA" has the meaning specified in Section 7.3. "Affiliate" means: (a) With respect to an individual: (i) each other member of such individual's Family (as defined below); (ii) any Person that is directly or indirectly controlled by such individual or one or more members of such individual's Family; (iii) any Person in which such individual or members of such individual's Family hold (individually or in the aggregate) a Material Interest; and (iv) any Person with respect to which such individual or one or more members of such individual's Family serves as a director, officer, partner, executor, or trustee (or in a similar capacity); and (b) With respect to a specified Person other than an individual: (i) any Person that directly or indirectly controls, is directly or indirectly controlled by, or is directly or indirectly under common control with such specified Person; (ii) any Person that holds a Material Interest in such specified Person; (iii) each Person that serves as a director, officer, partner, executor, or trustee of such specified Person (or in a similar capacity); (iv) any Person in which such specified Person holds a Material Interest; (v) any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity); and (vi) any Affiliate of any individual described in clause (ii) or (iii) above. For purposes of this definition: (a) the "Family" of an individual includes (i) the individual, (ii) the individual's spouse, (iii) any other individual who is related to the individual or the individual's spouse within the second degree and (iv) any other individual who resides with such individual; and (b) "Material Interest" means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of voting securities or other voting interests representing at least 20% of the outstanding voting power of a Person or equity securities or other equity interests representing at least 20% of the outstanding equity securities or equity interests in a Person. "Business Day" means any day other than a Saturday, a Sunday or a day on which banks in New York City or Hong Kong are authorized or obligated by law or executive order to close. "Buyer" has the meaning specified in the first paragraph of this Agreement. "Buyer Indemnified Parties" has the meaning specified in Section 6.4. "Closing" means the closing of the transfer of the Shares from Seller to Buyer. "Closing Date" has the meaning specified in Section 3.1. 2 "Company" has the meaning specified in the Preliminary Statement of this Agreement. "Company Common Stock" means the common stock of the Company. "Company Stock" means the Company Common Stock and any other equity securities issued by the Company, whether or not it has the power to vote in the election of directors of the Company. "Exchange Act" has the meaning specified in Section 6.2. "Expiration Date" has the meaning specified in Section 3.1. "Liens" means any mortgage, pledge, lien, security interest, conditional or installment sale agreement, encumbrance, charge or other claims of third parties of any kind. "Party" and "Parties" mean a party or parties hereto, respectively. "Person" means an individual, corporation, partnership, limited liability company, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator or other legal representative, governmental authority or agency, or any group of Persons acting in concert. "Purchase Price" has the meaning specified in Section 2.2. "SEC" has the meaning specified in Section 6.2. "Seller" has the meaning specified in the first paragraph of this Agreement. "Seller Indemnified Parties" has the meaning specified in Section 6.4. "Seller Parties" has the meaning specified in the first paragraph of this Agreement. "Shares" has the meaning specified in the Preliminary Statement of this Agreement. "US$" and "U.S. Dollar" mean the official currency of the United States of America. ARTICLE II PURCHASE AND SALE OF SHARES; PURCHASE PRICE 2.1 Purchase and Sale of Shares. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from Seller, the Shares. 2.2 Purchase Price. The purchase price for the Shares (the "Purchase Price") shall be US$7,257,839.20. 3 ARTICLE III CLOSING 3.1 Closing; Closing Date. The Closing shall take place on a date mutually agreed by the Parties no later than ten (10) Business Days after the date of this Agreement (the "Expiration Date") at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York, 10019, U.S.A. or at such other place or at such other time as shall be agreed upon by the Parties. The time and date on which the Closing is actually held are sometimes referred to herein as the "Closing Date." 3.2 Payment of Purchase Price; Delivery of Shares. At the Closing: (a) Buyer shall (i) pay, or cause to be paid, Seller an amount equal to the Purchase Price by wire transfer of immediately available funds in U.S. Dollars to the account of Seller set forth on Schedule A hereto and (ii) deliver, or cause to be delivered, to Seller Parties a release substantially in the form of Exhibit A-1 hereto; (b) Seller shall deliver, or cause to be delivered, to Buyer a stock certificate(s) representing the Shares, accompanied by a duly executed and witnessed stock power transferring the Shares to Buyer; and (c) Seller Parties shall deliver, or cause to be delivered, to Buyer a release substantially in the form of Exhibit A-2 hereto. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party, severally and jointly, hereby represents and warrants to Buyer as follows, on the date hereof and the Closing Date: 4.1 Organization and Standing. Seller is a trust validly existing and in good standing under the laws of the State of New Jersey. Each of Gary Singer and Karen Singer has complied with any applicable community property law and no spousal signature or consent is otherwise required from any party other than the signatories hereto with respect to him or her in connection with the entering into, or the effecting, of any transactions contemplated by this Agreement. 4.2 Authority; Execution and Delivery; Enforceability. Karen Singer is the Trustee of Seller and as such has full power and authority to execute this Agreement and to consummate the transactions contemplated hereby on behalf of Seller. The execution and delivery by Karen Singer of this Agreement on behalf of Seller and the consummation by such Seller Party of the transactions contemplated hereby have been, where applicable, duly approved by all requisite action, and no other action is required to authorize such execution, delivery and consummation. Each Seller Party has duly executed and delivered this Agreement, and this Agreement constitutes such Seller Party's legal, valid and binding obligation, enforceable against such Seller Party in accordance with its terms. 4.3 Title. Seller has good and valid title to the Shares free and clear of all Liens. Upon consummation of the transactions to be effected at the Closing in accordance with Article III, good and valid title to the Shares to be sold by Seller pursuant to Article III will pass to Buyer, free and clear of any Liens, other than those arising solely from acts of Buyer or its Affiliates. 4 4.4 No Conflicts. The execution and delivery by Seller of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with or result in any violation of or default (with or without notice or lapse of time, or both) under any provision of (a) any organizational document of Seller, (b) any legally binding contract, lease, license, indenture or agreement, or other legally binding arrangement, to which Seller is a party or by which any of Seller's properties or assets is bound or (c) any judgment, order or decree or statute, law, ordinance, rule or regulation applicable to Seller or Seller's properties or assets. The execution and delivery by Gary Singer and Karen Singer of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with or result in any violation of or default (with or without notice or lapse of time, or both) under any provision of (a) any legally binding contract, lease, license, indenture or agreement, or other legally binding arrangement, to which Gary Singer or Karen Singer is a party or by which any of their respective properties or assets is bound or (b) any judgment, order or decree or statute, law, ordinance, rule or regulation applicable to Gary Singer or Karen Singer or their respective properties or assets. 4.5 Absence of Options and Other Rights. There are no existing agreements, subscriptions, options, warrants, calls, commitments, trusts (voting or otherwise) or rights of any kind whatsoever granting to a third party any interest in the Shares. 4.6 Absence of Other Affiliate Shareholders. No Seller Party or any of such Seller Party's Affiliates owns, legally or beneficially, any Company Stock other than the Shares. 4.7 Broker's Fees. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Company or any stockholder of the Company. 4.8 No Other Representations and Warranties. Other than the representations and warranties contained in this Article IV, Seller Parties do not make any other representations or warranties, express or implied, with respect to themselves or the Company. In particular, Seller Parties do not make any representations or warranties as to the Company's past, current or future assets, business or prospects. ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Seller Parties as follows, on the date hereof and the Closing Date: 5.1 Organization and Standing. Buyer is a company duly organized, validly existing and in good standing under the laws of the British Virgin Islands. 5.2 Authority; Execution and Delivery; Enforceability. Buyer has full power and authority to execute this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly approved by all requisite action, and no other action is required to authorize such execution, delivery and consummation. Buyer 5 has duly executed and delivered this Agreement, and this Agreement constitutes Buyer's legal, valid and binding obligation, enforceable against Buyer in accordance with its terms. 5.3 No Conflicts. The execution and delivery by Buyer of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with or result in any violation of or default (with or without notice or lapse of time, or both) under any provision of (a) any organizational document of Buyer, (b) any legally binding contract, lease, license, indenture or agreement, or other legally binding arrangement, to which Buyer is a party or by which any of Buyer's properties or assets is bound or (c) any judgment, order or decree or statute, law, ordinance, rule or regulation applicable to Buyer or Buyer's properties or assets. 5.4 Buyer's Economic Risk; Sophistication. Buyer represents that it is able to bear the economic risk of the purchase of the Shares and can afford to sustain a loss of such investment and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed investment in the Company. 5.5 Fully Informed Decision; No Assurances as to Value of Purchaser Stock. Buyer acknowledges that it has had access to all material and records it has deemed relevant to making an informed decision with respect to the transactions contemplated hereby. Buyer has sought and obtained all third-party tax and financial advice and all other information necessary to evaluate the transactions contemplated hereby and to make an informed investment decision. Buyer acknowledges and agrees that (a) the consideration paid by Buyer to Seller pursuant to this Agreement was negotiated between Buyer and Seller, (b) there has been no independent appraisal of the fair market value of the Shares and (c) the Company may issue additional shares of Company Common Stock or other equity securities after the Closing Date at prices that are less, on an equivalent share basis, than the Shares. 5.6 Broker's Fees. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Company or any stockholder of the Company. 5.7 No Other Representations and Warranties. Other than the representations and warranties contained in this Article V, Buyer does not make any other representations or warranties, express or implied, with respect to itself or the Company. In particular, Buyer does not make any representations or warranties as to the Company's past, current or future assets, business or prospects. ARTICLE VI COVENANTS 6.1 Standstill. Subject in all respects to Section 7.1 below, from the date hereof, and without the prior written consent of Buyer, each Seller Party agrees that such Seller Party shall not, and shall cause such Seller Party's Affiliates not to, directly or indirectly: (a) acquire beneficial ownership of any Company Stock, any securities convertible into or exchangeable for Company Stock or any other right to acquire Company Stock (including without limitation by way of option or pledge); or (b) participate in making or financing any 6 tender or exchange offer with respect to any Company Stock, any proposal or offer for a merger, consolidation or other business combination involving the Company or any proposal or offer to acquire all or any substantial part of the assets of the Company. 6.2 Confidentiality. (a) Subject in all respects to Section 7.1 below, except as may be required by applicable law or court order, each Seller Party agrees that such Seller Party shall not, without Buyer's prior written consent, disclose to any third party (other than such Seller Party's legal counsel) (i) the terms of this Agreement, (ii) the existence of this Agreement, (iii) the background of the transactions contemplated hereby or (iv) any non-public information concerning the Company such Seller Party may have. In addition, to the extent any Seller Party is required to report the transactions contemplated hereby under applicable rules of the U.S. Securities Exchange Commission (the "SEC"), including without limitation Rule 13d-1 of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), each such Seller Party shall provide a draft of any such report to Buyer and its counsel at least two (2) Business Days before filing any such report with the SEC, and modify any such draft filing, to the extent reasonably requested by Buyer, to make it consistent with Buyer's anticipated filing under Rule 13d-1 of the Exchange Act. Notwithstanding the foregoing, Seller Parties may disclose such information to the extent such information is or becomes known to the public or in the industry generally through no fault of any Seller Party. (b) Subject in all respects to Section 7.1 below, except as may be required by applicable law or court order, Buyer agrees that Buyer shall not, without the prior written consent of each Seller Party, disclose to any third party (other than officers of Affiliates of Buyer and Buyer's legal counsel) (i) the terms of this Agreement, (ii) the existence of this Agreement or (iii) the background of the transactions contemplated hereby. In addition, to the extent that Buyer is required to report the transactions contemplated hereby under applicable rules of the SEC, including without limitation Rule 13d-1 of the Exchange Act, Buyer shall provide a draft of any such report to each Seller Party and its respective counsel at least two (2) Business Days before filing any such report with the SEC, and modify any such draft filing, to the extent reasonably requested by such Seller Party, to make it consistent with Seller Parties anticipated filing under Rule 13d-1 of the Exchange Act. 6.3 Non-Disparagement. (a) Subject in all respects to Section 7.1 below, each Seller Party agrees that such Seller Party shall not, and that such Seller Party shall cause such Seller Party's Affiliates not to, defame, criticize or disparage, or otherwise make negative or critical remarks with respect to, Buyer or the Company (or any of their respective past, current and future (i) employees, agents, officers, directors, shareholders, attorneys, agents and contracting parties, (ii) business and operations and (iii) products and services) in any medium or to any person without limitation in time, except as may be required by law or subpoena. (b) Each Seller Party acknowledges that Buyer would suffer immediate and irreparable harm in the event that such Seller Party breaches Section 6.1, Section 6.2(a) or Section 6.3(a) above. Accordingly, such Seller Party agrees that in the event of any breach or 7 threatened breach of such Seller Party's obligations hereunder, Buyer will be entitled to equitable relief including without limitation an injunction and an order of specific performance, in addition to all other remedies which may be available to it. (c) Subject in all respects to Section 7.1 below, Buyer agrees that it shall not, and that it shall cause its Affiliates not to, defame, criticize or disparage, or otherwise make negative or critical remarks with respect to, Seller Parties in any medium or to any person without limitation in time, except as may be required by law or subpoena. (d) Buyer acknowledges that Seller Parties would suffer immediate and irreparable harm in the event that Buyer breaches Section 6.2(b) or Section 6.3(c) above. Accordingly, Buyer agrees that in the event of any breach or threatened breach of Buyer's obligations hereunder, Seller Parties will be entitled to equitable relief including without limitation an injunction and an order of specific performance, in addition to all other remedies which may be available to it. 6.4 Indemnification. (a) Seller Parties shall, jointly and severally, indemnify, defend and hold harmless Buyer, its Affiliates and their respective members, partners, shareholders, officers, directors, employees and representatives (collectively, "Buyer Indemnified Parties") for any loss, liability, cost or expense imposed upon or incurred by Buyer Indemnified Parties (whether directly or indirectly) that arise out of or in connection with a breach by any Seller Party of such Seller Party's obligations, representations or warranties set forth in this Agreement. (b) Gary Singer and Karen Singer shall, jointly and severally, indemnify, defend and hold harmless Buyer Indemnified Parties for any loss, liability, cost or expense imposed upon or incurred by Buyer Indemnified Parties (whether directly or indirectly) that arise out of or in connection with any claims which any past, current or future beneficiary of Seller may bring against any Buyer Indemnified Party arising out of or in connection with Seller's beneficial ownership of the Shares or any portion thereof. (c) Buyer shall indemnify, defend and hold harmless Seller Parties, their Affiliates and their respective members, partners, shareholders, officers, directors, employees and representatives (collectively, "Seller Indemnified Parties") for any loss, liability, cost or expense imposed upon or incurred by Seller Indemnified Parties (whether directly or indirectly) that arise out of or in connection with a breach by Buyer of Buyer's obligations, representations or warranties set forth in this Agreement. 6.5 Consulting. For a period of two (2) years after the Closing Date, Gary Singer agrees to provide such advice and assistance, to the best of his ability, with respect to Buyer's (or any of its Affiliates') investment in the Company as Buyer or any of its Affiliates may reasonably request from time to time. 6.6 Further Assurances. Buyer and Seller Parties further shall take such other actions as may be desirable or reasonably necessary to consummate the transactions contemplated hereby. 8 ARTICLE VII GENERAL PROVISIONS 7.1 Termination. If the Closing does not occur on a prior to the Expiration Date, either Party may terminate this Agreement immediately upon written notice to the other Party. In the event of termination of this Agreement pursuant to this Section 7.1, no Party shall have any liability or further obligation to any other Party hereunder. 7.2 Entire Agreement. This Agreement constitutes the only agreement of Buyer and Seller Parties with respect to the subject matter hereof, there being no prior written or oral promises or representations not incorporated herein. 7.3 Choice of Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, U.S.A. In the event of any dispute, claim or disagreement arising out of or relating to this Agreement or the breach thereof, the Parties shall use their best efforts to settle the dispute, claim or disagreement by good faith consultations and negotiations. If the Parties are unable to reach a resolution, then, upon written notice by any Party to the other Party involved in the dispute, the dispute, claim or disagreement shall be settled by arbitration administered by the American Arbitration Association (the "AAA") in accordance with its Commercial Arbitration Rules. Within ten (10) Business Days after the commencement of arbitration, each Party shall select one person to act as arbitrator and the two arbitrators so selected shall select a third arbitrator within ten (10) Business Days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator within such time period, the third arbitrator shall be selected by the AAA within the (10) Business Days following a written request by any of the Parties to the AAA. Any arbitration commenced pursuant to this Section 7.3 shall be brought in Los Angeles, California, U.S.A. It is understood and agreed by the Parties that money damages might not be a sufficient remedy for any breach of this Agreement, and that, notwithstanding anything else set forth in this Section 7.3 concerning the arbitration of disputes and the procedure for such arbitration, and pending the outcome of any such arbitration, each Party shall be entitled to seek and obtain injunctive relief as a provisional remedy for any such breach, which shall not be deemed to be the exclusive remedy for any such breach but shall be in addition to all other provisional remedies available at law or equity, including pursuant to Section 6.3(b) or Section 6.3(d), as applicable. The prevailing Party in the arbitration shall be entitled, in addition to such other relief as may be granted, to its reasonable attorney's fees and other costs reasonably incurred in such arbitration. 7.4 Amendment. No amendment or modification of the terms of this Agreement shall be binding on either Party unless reduced to writing and signed by an authorized representative of the Party to be bound. 7.5 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall be ineffective in such jurisdiction to the extent of such prohibition or unenforceability without affecting, impairing or invalidating the remaining provisions or the enforceability of this Agreement. 9 7.6 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile or other standard form of telecommunications, or by registered or certified mail, postage prepaid, return receipt requested, addressed to Buyer or Seller Parties, as applicable, at the address set forth below: if to Buyer: c/o The Grande Holdings Limited 12th Floor, The Grande Building 398 Kwun Tong Road Kowloon, Hong Kong Facsimile: (852) 2343-2329 and (65) 6222-2153 Attention: Ms. Ruby Lee, Esq. if to Seller Parties: Singer Children's Management Trust 2200 Fletcher Avenue 5th Floor Fort Lee, NJ 07024, U.S.A. Telephone: (201) 592-0742 Facsimile: (201) 568-4577 Attention: Ms. Karen Singer 7.7 Counterparts. For convenience of the Parties, this Agreement may be executed in one or more counterparts, each of which shall be deemed an original for all purposes. [Signature pages to follow] 10 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first above written. S&T INTERNATIONAL DISTRIBUTION LIMITED By: ------------------------------ Name: Title: SINGER CHILDREN'S MANAGEMENT TRUST By: ------------------------------ Name: Karen Singer Title: Trustee GARY SINGER, individually (solely with respect to Articles I, IV, VI and VII) --------------------------- KAREN SINGER, individually (solely with respect to Articles I, IV, VI and VII) --------------------------- Schedule A Seller's Wire Instructions: Keybank National Association ABA No.: 041-001-039 For Further Credit: Singer Children's Management Trust Acct. No.: 358542021078 Ref.: Emerson Radio/S&T Exhibit A-I RELEASE Reference is made to the Stock Purchase Agreement, dated as of September 7, 2007 (the "Stock Purchase Agreement"), by and among S&T International Distribution Limited ("Buyer"), the Singer Children's Management Trust ("Seller"), Gary Singer and Karen Singer (together with Seller and Gary Singer, "Seller Parties"). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Stock Purchase Agreement. Buyer, for itself and its successors and assigns, hereby forever releases and discharges each Seller Party and such Seller Party's Affiliates, together with their respective officers, directors, partners, members, agents, successors and assigns, from any and all manner of actions, causes of action, suits, claims, counterclaims, debts, dues, sums of money, account, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, guarantees, judgments, extents, executions, defenses and demands whatsoever, including claims for contribution and/or indemnity, whether now known or unknown, past or present, asserted or unasserted, contingent or liquidated, at law or in equity, arising, prior to or after the Closing Date, out of or in connection with Seller's beneficial ownership of the Shares or any portion thereof; provided that nothing herein will limit Buyer's ability to make a claim against any Seller Party for any claim arising solely out of the Stock Purchase Agreement. S&T INTERNATIONAL DISTRIBUTION LIMITED By: Grande N.A.K.S. Ltd., its sole director By: ------------------------------ Name: Title: Exhibit A-2 RELEASE Reference is made to the Stock Purchase Agreement, dated as of September 7, 2007 (the "Stock Purchase Agreement"), by and among S&T International Distribution Limited ("Buyer"), the Singer Children's Management Trust ("Seller"), Gary Singer and Karen Singer (together with Seller and Gary Singer, "Seller Parties"). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Stock Purchase Agreement. Each Seller Party, for itself and its successors and assigns, as well as, in the case of Karen Singer, on behalf of any past, current or future beneficiaries of Seller, hereby forever releases and discharges Buyer and its Affiliates, together with their respective officers, directors, partners, members, agents, successors and assigns, from any and all manner of actions, causes of action, suits, claims, counterclaims, debts, dues, sums of money, account, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, guarantees, judgments, extents, executions, defenses and demands whatsoever, including claims for contribution and/or indemnity, whether now known or unknown, past or present, asserted or unasserted, contingent or liquidated, at law or in equity, arising, prior to or after the Closing Date, out of or in connection with Seller's beneficial ownership of the Shares or any portion thereof; provided that nothing herein will limit a Seller Party's ability to make a claim against Buyer for any claim arising solely out of the Stock Purchase Agreement. SINGER CHILDREN'S MANAGEMENT TRUST By: --------------------------- Name: Karen Singer Title: Trustee GARY SINGER, individually ------------------------------- KAREN SINGER, individually ------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----