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 24, 2010

EMERSON RADIO CORP.

(Exact Name of Registrant as Specified in Charter)

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

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 7.01. Regulation FD.

     Emerson Radio Corp. (the “Company”) is furnishing herewith as Exhibit 99.1 a copy of the letter that was sent to stockholders in conjunction with the payment of the extraordinary dividend.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
	99.1	Letter to stockholders dated March 24, 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 30, 2010

EX-99.1

Exhibit 99.1

Emerson Radio Corp. 85 Oxford Drive, Moonachie, NJ 07074-0430 (973) 428-2000

March 24, 2010

Dear Shareholders,

     I am pleased to write you concurrent with our payout of the $1.10 per share dividend recently declared by the company’s Board of Directors.

     On behalf of the company’s management team and all our associates around the world, I would like to thank you, our shareholders, as well as my fellow board members, for the support and confidence you’ve shown us as we have restructured the company’s operations, strengthened the Emerson brand name in the marketplace, returned the company to profitability, and generated significant positive cash flow along the way.

     During the current fiscal year, we were successful in accomplishing many of the objectives we set for ourselves, while keeping squarely focused on what the short and long term future holds for the company and its most valuable assets — the Emerson ™ and our other brand names, our customer and supplier relationships, and our employees. I can assure you that we are not resting on the improvements we’ve made this year; rather we view them as only the necessary first steps in rebuilding the company’s foundation.

     As we approach the end of the current fiscal year, we look forward with confidence to fiscal 2011 and thank you and our Board of Directors once again for your continued support.

With best regards,

Adrian Ma
Chief Executive Officer