8-K

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): February 25, 2008

EMERSON RADIO CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-07731	22-3285224
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 February 25, 2008, Emerson Radio Corp. (the “Company”) issued a press release pursuant to which the Company announced that the Company and ADCOM LLC formed a joint venture for the primary purpose of manufacturing, selling, distributing and/or licensing audio and video equipment for the home and/or office. A copy of the press release is furnished 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 filed with the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 — Press release, dated February 25, 2008 (Exhibit 99.1 is furnished as part of this Current Report on Form 8-K).

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EMERSON RADIO CORP.
By:	/s/ John Spielberger
	John Spielberger
	President-North American Operations

Dated: February 27, 2008

EX-99.1

Exhibit 99.1

Press Release Source: Emerson Radio Corp.

Emerson Radio Corp. and ADCOM, LLC Form Joint Venture
Monday February 25, 8:00 am ET

Joint Venture Creates Integrated Design and Manufacturing Platform With Growth Opportunities in Consumer Electronics Market

PARSIPPANY, NJ and SCOTTSDALE, AZ—(MARKET WIRE)—Feb 25, 2008 — Emerson Radio Corp. (AMEX:MSN — News) and ADCOM, LLC today announced that they have closed on a previously disclosed agreement in principle to form a joint venture, named Advanced Sound and Image, LLC, or ASI, for the primary purpose of manufacturing, selling, distributing and/or licensing audio and video equipment for the home and office.

“We believe the joint venture will result in increased creativity and innovation across our entire audio category as it matches the distinct and separate strengths of Emerson Radio and ADCOM,” said John Spielberger, President-North American Operations of Emerson. “Coupling our combined knowledge of the electronics marketplace, with ADCOM’s sophisticated products and engineering/development expertise and Emerson’s access to world class manufacturing and distribution capabilities, creates numerous growth opportunities for ASI. We believe that the long-term upside of this venture makes this an attractive opportunity for Emerson Radio and its shareholders.”

Dan Donnelly, Managing Director of ADCOM, LLC, stated, “There’s tremendous potential in combining ADCOM’s products with the resources of Emerson, a respected name in the electronics industry. The joint venture allows us to leverage each partner’s strengths to create new opportunities for growth. We look forward to working together to bring innovative products to market.”

Under the terms of the joint venture, in exchange for a controlling interest in ASI, Emerson has made a nominal upfront cash investment and has made available a secured line of credit to help capitalize ASI. ADCOM, in exchange for a non-controlling interest in ASI and nominal cash consideration, has contributed tangible and other assets to ASI and granted ASI an exclusive, worldwide royalty-free license to make, sell and distribute products incorporating ADCOM’s intellectual property, including its trademarks.

ASI will be headquartered in Emerson’s Parsippany, New Jersey office and operated from Scottsdale, Arizona.

About Emerson Radio Corp.

Emerson Radio Corporation (AMEX:MSN — News), founded in 1948, is headquartered in Parsippany, N.J. The Company designs, markets and licenses, worldwide, a variety of consumer electronics and home appliances including microwaves and wine coolers, clock radios, full lines of televisions and other video products, and audio and home theater products. For more information, please visit Emerson Radio’s Web site at www.emersonradio.com.

About ADCOM, LLC

ADCOM, LLC, founded in 2002, is headquartered in Scottsdale, AZ. ADCOM is a designer, engineer and manufacturer of innovative high-end audio and home theater products for both “stand-alone” and multi-zone custom installation applications including amplifiers, preamplifiers, tuner-preamplifiers, digital processors, DVD players and AC surge suppressor/line conditioners. The ADCOM brandname has been present in the audio marketplace since 1979. ADCOM’s Web site is www.adcom.com.

Forward-Looking Statements

This release contains “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect management’s current knowledge, assumptions, judgment and expectations regarding future performance or events. Although management believes that the expectations reflected in such statements are reasonable, they give no assurance that such expectations will prove to be correct and you should be aware that actual results could differ materially from those contained in the forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, including the risk factors detailed in Emerson’s reports as filed with the Securities and Exchange Commission. Emerson assumes no obligation to update the information contained in this news release.

Contact:

CONTACT:
Emerson Radio Corp.
Greenfield Pitts
Chief Financial Officer
(212) 897-5441

Investor Relations:
Robert Maffei
Investor Relations Manager
(973) 428-2098

Brainerd Communicators
Brad Edwards or Denise Roche
(212) 986-6667

Media Relations:
Brainerd Communicators, Inc.
Scott Cianciulli
(212) 986-6667