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): March 2, 2010

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.)
85 Oxford Drive, Moonachie, New Jersey		07074
(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 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

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/ Greenfield Pitts
	Greenfield Pitts
	Chief Financial Officer

Dated: March 8, 2010

EX-99.1

Exhibit 99.1

Board of Directors of Emerson Radio Corp.
Declares Extraordinary Cash Dividend of $1.10 per Common Share

Press Release Source: Emerson Radio Corp. On Tuesday March 2, 2010, 11:31 am

MOONACHIE, NJ—(Marketwire — 03/02/10) — Emerson Radio Corp. (AMEX:MSN — News) today reported that its Board of Directors this morning 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.

In announcing the dividend, Adrian Ma, Chief Executive Officer of the Company, stated that “we are delighted to be in a position as a company to make a cash distribution of this magnitude to our shareholders, as the Board believes its current and forecasted levels of working capital exceed the amount needed for the Company to execute successfully its strategic plan for the future. After the distribution, Emerson will have virtually no debt and approximately $11.5 million in cash with which to run the business.”

The Company also announced that, in principle, its lead bank had consented to the dividend payment and had agreed with the Company, consistent with the forecasted borrowing needs of the Company through the facility’s December 2010 expiration date, to reduce the maximum credit available under the facility from $45 million to $15 million and to limit credit advances to cash collateralized letters of credit.

The Company is exploring its tax history to determine the portion, if any, of the dividend which will not be subject to United States Federal Income Tax.

In mid February, Emerson reported net income for nine months ended December 31, 2009 of $7.7 million, or $0.29 per diluted share on net revenues of $155.4 million, compared to a net loss of $2.3 million or $0.09 per diluted share on net revenues of $157.4 million for the same period of the prior fiscal year.

About Emerson Radio Corp.

Emerson Radio Corporation (AMEX:MSN — News), founded in 1948, is headquartered in Moonachie, N.J. The Company designs, sources, imports and markets a variety of home appliance and consumer electronic products, and licenses its trademarks to others on a worldwide basis for a variety of products. For more information, please visit Emerson Radio’s Web site at www.emersonradio.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 the Company’s reports as filed with the Securities and Exchange Commission. The Company 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