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 31, 2017
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.) |
| 3 University Plaza, Suite 405, Hackensack, NJ | 07601 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (973) 428-2000
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
On May 31, 2017, Emerson Radio Corp. (the “Company”) announced that its Board of Directors has extended the Company’s current stock repurchase program to December 31, 2017, unless completed sooner or otherwise extended.
A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description. | |
| 99.1 | Press release dated May 31, 2017. | |
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/ Barry Smith | |||
| Name: | Barry Smith | |||
| Title: | Treasurer | |||
Dated: May 31, 2017
EXHIBIT INDEX
| Exhibit No. |
Description. | |
| 99.1 | Press release dated May 31, 2017. | |
Exhibit 99.1
EMERSON RADIO CORP. EXTENDS STOCK REPURCHASE PROGRAM
Hackensack, New Jersey—May 31, 2017—Emerson Radio Corp. (NYSE MKT: MSN) today announced that its Board of Directors has extended the Company’s current stock repurchase program to December 31, 2017, unless completed sooner or otherwise extended. As previously announced, the program allows for the repurchase of up to $5 million of the Company’s common stock, which repurchases may be effected from time to time at prevailing market prices, through open market or in privately negotiated transactions, which may include, in whole or in part, the establishment of a purchase program pursuant to the safe harbor provided by Rule 10b5-1 under the Securities Exchange Act of 1934, through block purchases or through accelerated or forward or similar stock purchases. Under the program, repurchases will be funded from available working capital and any repurchased shares will be held as authorized but unissued shares and will be available for general corporate purposes.
About Emerson Radio Corp
Emerson Radio Corp. (NYSE MKT: MSN), incorporated in 1994, is headquartered in Hackensack, N.J. The Company designs, sources, imports and markets a variety of houseware 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 news release may contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Exchange Act of 1934, as amended, that represent the Company’s expectations or beliefs concerning further events. Such forward-looking statements are inherently subject to risks and uncertainties. Such risks and uncertainties include the continuation of sufficient liquidity to complete stock repurchases, stock price levels and volatility, alternative uses of funds, the absence of unforeseen changes in the Company’s markets, legal and regulatory changes and general changes in the economy. Because of the risks and uncertainties inherent in forward-looking statements, readers are cautioned not to place undue reliance on them. The Company disclaims any obligation to update such forward-looking statements because of new information or otherwise.
Contacts
Emerson Radio Corp.
Investor Relations
Barry Smith, (973) 428-2004
Investor Relations Manager