Registration No. 33-63515
_________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EMERSON RADIO CORP.
(Exact name of registrant as specified in its charter)
Delaware 22 3285224
(State or other jurisdiction of (I.R. S. Employer)
incorporation or organization) Identification No.)
Nine Entin Road, Parsippany, New Jersey 07054-0430
(Address of Principal Executive Offices) (Zip Code)
EMERSON RADIO CORP. STOCK COMPENSATION PROGRAM
(Full title of the plan)
EMERSON RADIO CORP. 1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
Eugene I. Davis
President
Emerson Radio Corp.
Nine Entin Road
Parsippany, New Jersey 07054-0430
(201) 884-5800
(Name, address and telephone number, including area code,
of agent for service)
with a copy to:
Albert G. McGrath, Jr., Esq. Jeffrey M. Davis, Esq.
Emerson Radio Corp. and Lowenstein, Sandler,
Nine Entin Road Kohl, Fisher & Boylan, P.A.
Parsippany, New Jersey 07054-0430 65 Livingston Avenue
(201) 884-5800 Roseland, New Jersey 07068
(201) 992-8700
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The following reoffer prospectus filed as part of this Registration
Statement has been prepared in accordance with the requirements of Part I of
Form S-8 and, pursuant to General Instruction C of Form S-8, may be used for
reofferings and resales of the shares of common stock of Emerson Radio Corp.
(the "Company"), which shares will be acquired by current officers and directors
of the Company under the plans described below.
PROSPECTUS
EMERSON RADIO CORP.
Up to 1,890,000 Shares of Common Stock
of Emerson Radio Corp. Received by Directors,
Officers, Employees, Consultants and Advisors
Under the Emerson Radio Corp. Stock Compensation
Program and the Emerson Radio Corp. 1994 Non-Employee
Director Stock Option Plan are Reoffered by means of
this Prospectus
____________________________
The Common Stock, $.01 par value per share ("Common Stock"), of Emerson
Radio Corp. ("Emerson" or the "Company") offered hereby may be sold by certain
stockholders of Emerson (the "Selling Stockholders"). The Company will not
receive any of the proceeds from the sale of such Common Stock. Shares of
Common Stock may be offered or sold from time to time by one or more of the
Selling Stockholders at market prices then prevailing, in negotiated
transactions at prices other than the prevailing market price or otherwise.
Brokers or dealers will receive such commissions or discounts as shall be agreed
to with such Selling Stockholders. See "Plan of Distribution."
The Selling Stockholders have advised the Company that they have not
made any arrangement with any broker-dealer for the sale of the shares of Common
Stock except as described herein. The Selling Stockholders and any broker-
dealer acting in connection with the sale of the shares of Common Stock
hereunder may be deemed to be underwriters within the meaning of the Securities
Act of 1933, as amended (the "Act"), in which case any commissions received by
a broker-dealer and any profit realized by them on the resale of the shares of
Common Stock as principal may be deemed to be underwriting compensation under
the Act. See "Plan of Distribution."
The Common Stock is traded on the American Stock Exchange, Inc. (the
"AMEX"). The closing price of the Common Stock on November 2, 1995, as
reported in The Wall Street Journal was $2.125 per share.
The offer and sale of the shares of Common Stock offered hereby have
not been registered under the blue sky or securities laws of any jurisdiction
and any broker-dealer should assure the existence of an exemption from
registration or effectuate such registration in connection with the offer and
sale of the shares of Common Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY
STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THE PROSPECTUS. ANY PRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
No person has been authorized by the Company to give any information
or to make any representation other than as contained in this Prospectus and, if
so given or made, such information or representation must not be relied upon
as having been authorized by the Company. Neither the delivery of this
Prospectus nor any sale or distribution of the shares of Common Stock issuable
under the terms of the Stock Compensation Program or the Non-Employee Director
Stock Option Plan shall, under any circumstances, create any implication that
there has been no change in the affairs of the Company since the date hereof.
This Prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.
FOR INFORMATION CONCERNING CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS, SEE "RISK FACTORS."
____________________________
The date of the Prospectus is November 6, 1995.
AVAILABLE INFORMATION
The Company is currently subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). The Company has filed with the
Commission a registration statement (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), on Form S-8 with
respect to the Common Stock offered hereby. This prospectus (the
"Prospectus"), which constitutes a part of the Registration Statement, does
not contain all the information set forth in the Registration Statement as
permitted by the rules and regulations of the Commission. Such reports,
proxy statements, Registration Statement and exhibits and other information
omitted form this Prospectus can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 and at the following regional
offices of the Commission: New York Office, Suite 1300, 7 World Trade Center,
New York, New York 10007 and Chicago Office, Suite 1400, Citicorp Center, 500
West Madison Street, Chicago, Illinois 60661. Copies of such material can also
be obtained upon written request addressed to the Securities and Exchange
Commission, Public Reference Section, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. In addition, such reports and
proxy statements can be inspected at the offices of the American Stock Exchange,
Inc., 86 Trinity Place, New York, New York 10006-1881.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference into this Prospectus, and
made a part hereof, the following documents heretofore filed with the Commission
pursuant to the 1934 Act:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1995;
2. The Company's Registration Statement on Form S-1 (registration
no. 33-62873) declared effective by the Commission on October 25, 1995;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995;
4. The Company's Current Report on Form 8-K as filed with the
Commission on September 9, 1995; and
5. Description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 (registration no. 33-53621)
declared effective by the Commission on August 9, 1994.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the Common Stock made hereby shall be deemed to
be incorporated by reference into this Prospectus and to be a part hereof from
the respective dates of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modified or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each
person, including any beneficial owner of Common Stock, to whom a copy of this
Prospectus has been delivered, on the written or oral request of any such
person, a copy of any or all of the documents referred to above which have
been or may be incorporated in this Prospectus by reference, other than exhibits
to such documents. Requests for such copies should be directed to Albert G.
McGrath, Jr., Esq., Emerson Radio Corp., Nine Entin Road, Parsippany, New
Jersey 07054-0430, (201) 884-5800.
THE COMPANY
General
Emerson, one of the nation's largest volume consumer electronics
distributors, directly and through subsidiaries, designs, sources, imports and
markets a variety of video and audio consumer electronics and microwave oven
products. The Company distributes its products primarily through mass merchants
and discount retailers, leveraging on the strength of its trademark, a
nationally recognized trade name in the consumer electronics industry. The
trade name "Emerson Radio" dates back to 1912 and is one of the oldest and most
well respected names in the consumer products industry. In addition, the
Company offers a line of audio products for sale under the "H.H. Scott" brand
name. Approximately $15 billion of factory sales are generated by the industry
in the market segment in which the Company competes. In calendar year 1994,
Emerson believes it was among the top three brand names in unit sales volume
of video cassette recorders ("VCRs") and TV/VCR combinations and among the top
five brand names in unit sales volume of color televisions.
The Company believes it possesses an advantage over its competitors due
to the combination of the Emerson brand recognition, its extensive
distribution base and established relations with customers in the mass
merchant and discount retail channels of distribution, its sourcing expertise
and established vendor relations, and an infrastructure boasting personnel
experienced in servicing and providing logistical support to the domestic mass
merchant distribution channel. Emerson intends to leverage its core
competencies to offer a broad variety of current and new consumer products
to retail customers in developing markets worldwide. The Company intends to
form joint ventures and enter into licensing agreements which will take
advantage of the Company's trademarks and utilize the Company's logistical
and sourcing advantages.
The Company's core business consists of the distribution and sale of
various low to moderately priced product categories, including black and
white and color televisions, VCRs, video cassette players ("VCPs"), TV/VCR
combination units, home stereo and portable audio products and microwave ovens.
The majority of the Company's marketing and sales of these products is
concentrated in the United States and, to a lesser extent, Canada and certain
other international regions. Emerson's major competition in these markets are
foreign-based manufacturers and distributors.
The Company successfully restructured its financial position (the
"Restructuring") through a plan of reorganization confirmed under Chapter 11
of the United States Bankruptcy Code (the "Plan of Reorganization") on March
31, 1994. Through the Restructuring, the Company reduced its institutional
debt by approximately $203 million. Additionally, the Company increased its
net sales by 34% in the fiscal year ended March 31, 1995 ("Fiscal 1995"),
the fiscal year immediately following its emergence from bankruptcy, as
compared to the prior fiscal year.
The Company was originally formed in the State of New York in 1956
under the name Major Electronics Corp. In 1977 the Company reincorporated
in the State of New Jersey and changed its name to Emerson Radio Corp. On
April 4, 1994, the Company was reincorporated in Delaware by merger of its
predecessor into its wholly-owned Delaware subsidiary formed for such
purpose. The Company's principal executive offices are located at Nine
Entin Road, Parsippany, New Jersey 07054-0430. The Company's telephone number
in Parsippany, New Jersey is (201) 884-5800.
Restructuring of the Company
In 1990, the Company defaulted on certain covenants in the loan documents
evidencing significant payment obligations to its insurance company noteholders
(the "Noteholders"). The Company subsequently, through several different
management teams, attempted for approximately three and a half years to
restructure such debt, as well as its lines of credit with its secured bank
lenders (the "Bank Lenders"). No agreement could be reached with such
creditors. New management of the Company, consisting largely of the
current management of the Company, took control of the Company's operations
in July 1992. On September 29, 1993, the Company and five of its domestic
subsidiaries filed voluntary petitions for relief under the Bankruptcy Code
based upon an agreement reached by the new management with its Bank Lenders.
On March 31, 1994, the United States Bankruptcy Court for the District of
New Jersey entered an order confirming the Plan of Reorganization implementing
such agreement, which became effective on such date. During the pendency of
the proceedings, the Company continued its operations in the ordinary course
of business. The Company was able to retain most of its senior management
and believes it maintained customer and supplier goodwill and the
confidence of its employees.
The principal components of the Plan of Reorganization included the
following:
The payment of $75 million to the Bank Lenders and the Noteholders.
The issuance of (i) Common Stock of the reorganized Company, such
that the Bank Lenders and Noteholders possess 10% of the Company's
outstanding Common Stock upon the effective date of the Plan of
Reorganization and subsequent to the completion of the offering
(described below) contemplated by the Plan of Reorganization,
(ii) 10,000 shares of Series A Preferred Stock to the Bank
Lenders and the Noteholders, having a face value of $10 million,
and (iii) Creditor's Warrants to the Noteholders to purchase 750,000
shares of Common Stock.
The issuance to Fidenas International Limited, now known as Fidenas
International Limited, L.L.C. ("Fidenas International"), Elision
International, Inc. ("Elision") and GSE Multimedia Technologies
Corporation ("GSE"), upon the payment to the Company of $30
million, of an aggregate of 90% of the Company's then outstanding
shares of Common Stock.
The transfer by the Company to a liquidating trust established
for the benefit of the Bank Lenders and the Noteholders of certain
assets consisting of real estate in Princeton, Indiana, and the
Company's rights with respect to certain anti-dumping duty receivables.
On the effective date of the Plan of Reorganization, all then existing
shares of common stock, stock options and warrants were terminated
and canceled. Stockholders of the debtor company and third parties
(to the extent that the existing stockholders of the debtor
company did not purchase all of the offered stock) were given the
opportunity to purchase, at $1.00 per share, up to 15 million shares
of Common Stock, constituting approximately 30% of the outstanding
Common Stock of the Company, assuming a fully-subscribed offering
(6,149,993 shares of Common Stock were sold in such offering).
The Company reincorporated under the laws of Delaware.
The payment of up to an aggregate of $1,850,000 of the net proceeds
of the offering to certain of the Company's creditors.
The Plan of Reorganization effected a recapitalization of the Company.
After giving effect to the Plan of Reorganization:
The Company's total consolidated institutional debt owed to its
secured bank lenders and insurance company noteholders was
reduced by approximately $203 million, from approximately $223
million immediately prior to the effective date, to approximately
$20 million immediately subsequent to the effective date, which
consisted primarily of advances pursuant to a secured revolving
credit facility. The holders of the prepetition institutional
debt received 10% of the Common Stock in connection with the
Restructuring.
At the Plan of Reorganization's effective date, stockholders'
equity increased to approximately $42.6 million.
Commencing in early 1993 and continuing through the reorganization
proceedings, the Company successfully instituted a series of downsizing and
outsourcing measures to reduce the fixed costs of the core consumer electronics
business. As a result of the outsourcing of several functions and the
elimination of fixed costs associated with such functions, the Company was
able to achieve a reduction in annual fixed costs from approximately $59.1
million in the fiscal year ended 1993 to an anticipated $25.7 million for the
fiscal year ending in 1996, although there can be no assurances that such
reduction will be realized.
RISK FACTORS
An investment in the Common Stock involves a high degree of risk.
Prospective investors should carefully consider the following risk factors,
as well as other information contained in this Prospectus:
Operating Losses
Although the Company reported a net profit of $7,375,000 in Fiscal 1995,
the Company subsequently reported a net loss of $1,401,000 for the first
quarter of its fiscal year ending March 31, 1996 ("Fiscal 1996") as compared
with a loss of $2,874,000 during the comparable quarter of Fiscal 1995. See
"Risk Factors - Seasonality." Prior thereto, the Company, on a consolidated
basis, operated at a loss in the aggregate from the nine month period ended
December 31, 1990 through the fiscal year ended March 31, 1994 ("Fiscal
1994") and had an accumulated deficit of $199.9 million as of March 31, 1994,
prior to the extraordinary gain recognized on the extinguishment of debt as
a result of the Restructuring. See "The Company - Restructuring of the
Company." While the Company reported a profit for Fiscal 1995, and
decreased losses by approximately 52% for the three months ended June 30, 1995
as compared to the same period in the prior Fiscal Year, no assurance can be
given that the Company will be able to continue to generate sufficient revenues
to meet its operating expenses, make its interest payments under the
Debentures or otherwise continue to operate profitably in the future.
Risks Associated With the Company's Secured Indebtedness and Financing
As of November 3, 1995, the Company had approximately $30.8 million of
Senior Indebtedness outstanding with its United States secured credit lender
pursuant to the terms of a $60 million credit facility. Substantially all
of the assets of Emerson and certain of its subsidiaries, except for their
trademarks, are encumbered to secure repayment of such indebtedness.
The trademarks are subject to a negative pledge covenant. The Company's
ability to meet its ongoing debt service obligations and operate its business
will depend on a number of factors, including its ability to operate its
business as presently projected, the success of future operations, the
availability of working capital and compliance with the requirements of
the Indenture (the "Indenture") governing its 8-1/2% Senior Subordinated
Debentures Due 2002 (the "Debentures"). As market conditions permit, the
Company plans to secure additional financing (subject to restrictions imposed
on it by its credit facilities and the Indenture), as necessary, in the
form of debt or equity, to finance the growth of its core business,
product line extensions and any new business ventures.
Dependence on Key Customers
During the three months ended June 30, 1995 and Fiscal 1995, 1994, and
1993, approximately 16%, 53%, 34%, and 39%, respectively, of consolidated
net sales were made by the Company to Wal-Mart Stores, Inc. ("Wal-Mart").
Similarly, during such periods, 10%, 10%, 12% and 11%, respectively, of
consolidated net sales were made by the Company to Target Stores, Inc.
While management believes that the Company presently has and historically
has had good relationships with these two customers, the Company has no
long-term contracts with such customers, as they purchase on individually
placed purchase orders submitted to the Company. The Company has entered
into agreements with Otake Trading Co., Ltd. and certain related entities
("Otake") its largest supplier, which provide, among other things, for
the limited license of certain trademarks to that supplier to manufacture
and sell video products under the trademark directly to Wal-Mart. The
decrease in sales to Wal-Mart for the three months ended June 30, 1995, as
compared to the other periods presented was the direct result of these
agreements. It is anticipated that the net operating results of the
Company will not be adversely impacted by this decline in volume since the
Company will receive royalty payments under this arrangement and expects a
corresponding reduction in the Company's operating expenses. No assurance
can be given that the Company will obtain such operating results or that the
licensing arrangement will not adversely impact its operations or the
reputation of its trade names or products. There can be no assurances that
other key customers will continue to account for comparable percentages of
the Company's sales and the loss of a significant volume of purchases
could have a material adverse impact on the Company in certain circumstances.
Dependence on Key Vendors
The Company is dependent upon certain unaffiliated foreign manufacturers
for various components, parts and finished products; some of those
manufacturers also produce products for the Company's competitors. In
particular, Otake accounted for approximately 18%, 73%, 59%, and 71%,
respectively, of the Company's purchases during the three months ended June
30, 1995 and Fiscal 1995, 1994, and 1993. The Company has recently
entered into agreements with Otake, including a supply agreement which
provides the Company the option to purchase video products from Otake for
a period of three years. See "Risk Factors - Dependence on Key Customers."
Kong Wah Video Company Limited and related entities ("Kong Wah") accounted
for approximately 10% of the Company's purchases during the three months ended
June 30, 1995 and Fiscal 1994. Additionally, Daewoo Electronics Co., Ltd.,
Imarflex, Mfg. Co., Ltd. and Musical Electronics Limited accounted for
approximately 22%, 21% and 14%, respectively, of the Company's purchases
during the three months ended June 30, 1995. Disruption or cessation in
purchases from, any delay or disruption in regular and timely deliveries
by, or any deterioration in the quality of products of, such vendors could
have a material adverse effect on the Company's results of operations.
Management, however, believes alternative sources of supply are available in
the marketplace. From time to time, the Company has been required to
allocate product among its customer base.
Licensing Risks
The Company has licensed the r trademark to certain parties on a limited
basis and intends to pursue additional licensing opportunities. While the
Company believes that its quality control system and contractual provisions
are adequate to protect the integrity and reputation of its trademarks, there
can be no assurance that the actions of the Company's licensees in
manufacturing or distributing products under the Emerson & G-Clef trademark
will not adversely, even if temporarily, impact the value of the Company's
trademarks. The Company has registered the Emerson & G-Clef "H.H. Scott"
and "Scott" trademarks for certain of its consumer products in the
United States, Canada, Mexico and various other countries. Despite the
legal protection afforded by such registration, there can be no assurance
that there will not be infringements of the Company's trademarks or that
the Company would be able to successfully prosecute any such infringements.
Any damage to the Company's trademarks by a licensee or any trademark
infringement could have a material adverse effect on the Company's business.
Further, the Company has agreed not to pledge its trademarks under its
United States secured credit facility and under the Indenture.
Seasonality
The Company generally experiences stronger demand for its products in
the quarters of each year ending September 30 and December 31. Accordingly,
to accommodate such increased demand, the Company is generally required to
place seasonally higher orders with its vendors during the quarters ending
June 30 and September 30, thereby affecting the Company's need for working
capital during such periods. On a corresponding basis, the Company also
is subject to increased returns during the quarters ending on March 31 and
June 30, which adversely affects the Company's collection activities during
such periods, also affecting its liquidity. Operating results may fluctuate
due to other factors such as the timing of the introduction of new
products, price reductions by the Company and its competitors, demand for
the Company's products, product mix, delay, available inventory levels,
fluctuation in foreign currency exchange rates relative to the United States
dollar, seasonal cost increases and general economic conditions.
Competition and Dependence on Market Acceptance
The market segment in which the Company operates is highly competitive.
The mass merchandise and discount retail market is divided among a large
number of foreign-based manufacturers and distributors. Many of the Company's
competitors have or may obtain significantly greater financial and marketing
strength and resources than the Company, enabling them to compete more
effectively than the Company. Further, the Company's business is dependent
upon consumer awareness and acceptance of existing and new products. The
Company's products compete at the retail store level for shelf space and
promotional displays, all of which have an impact on the Company's established
and proposed distribution channels. Competition, or failure of consumers
to accept existing or new products, may result in reduced sales, reduced
profit margins, or both, for the Company. There can be no assurance
that the Company will not encounter increased competition in the future,
which could have a material adverse effect on the ability of the Company to
successfully market existing products, develop new products or expand its
business.
Potential Product Liability and Insurance Limits
A failure of any of the products marketed by the Company may subject the
Company to the risk of product liability claims and litigation arising from
injuries allegedly caused by the improper functioning or design of its products.
The Company currently maintains product liability insurance in amounts
which the Company considers adequate. No product liability claims have
been asserted or, to the knowledge of the Company's management, threatened
against the Company to date, which management believes would hav a material
adverse effect on the Company's consolidated financial position. To the
extent product liability losses are beyond the limits or scope of the Company's
insurance coverage, any such losses could have a material adverse effect
upon the Company's business, operations, profitability and assets.
Government Regulation
Pursuant to the Tariff Act of 1930, as amended, the Trade Act of 1974,
and regulations promulgated thereunder, the United States Government charges
tariff duties, excess charges, assessments and penalties on many imports.
These regulations are subject to constant change and revision by governmental
agencies and by action of the United States Trade Representative and may have
the effect of increasing the cost of goods purchased by the Company or limiting
quantities of goods available to the Company from its overseas suppliers.
Additionally, a number of states have adopted statutes regulating the manner
of determining the amount of payments to independent service centers
performing warranty service on products such as those sold by the Company.
Such statutes may have the effect of increasing the costs of the Company's
operations. Additional Federal legislation and regulations regarding
the importation of consumer electronics products, including the products
marketed by the Company, have been proposed from time-to-time and, if
enacted into law, could adversely affect the Company's results of operations.
Tax Risks
The Company realized a substantial amount of cancellation of indebtedness
("COD") as a result of the Restructuring. However, the Company did not
include such COD in its gross income because the Restructuring was
consummated as part of the Plan of Reorganization. See "The Company
- - Restructuring of the Company." Ordinarily, the Company would be
required to reduce certain Federal income tax attributes (e.g., a net
operating loss for the taxable year of the debt discharge, net operating loss
or tax credit carry forwards, tax basis of assets) by the amount of COD so
excluded from its gross income. The Company's management believes that the
exchanges of debt-for-stock by certain of the Company's institutional
creditors should qualify for an exception from those requirements applicable
to certain stock-for-debt exchanges. Further, management believes that the
Restructuring should qualify as a tax free reorganization under the Internal
Revenue Code of 1986, as amended (the "Code"). It is possible that the
Internal Revenue Service could contend that the stock-for-debt exception
is not applicable to the Restructuring, or that the Restructuring does not
constitute a tax-free reorganization. In either such event, the Company's
net operating loss carry forwards and tax credit carry forwards and other tax
attributes would be reduced by a significant amount,and the reorganized
Company's taxable income would be greater than it would be if the
Restructuring constitutes a tax-free reorganization.
Assuming the stock-for-debt exception applies and the Restructuring
qualifies under the tax-free reorganization provisions of the Code,
the ability to carry forward the Company's net operating loss and tax
credit carry forwards from taxable years (or portions thereof) ending on or
prior to the consummation of the Plan of Reorganization is subject to
an annual limitation under Sections 382 and 383 of the Code. The annual
limitation is approximately $2,200,000. This limitation could be reduced or
eliminated if the Company becomes subject to a second, later, annual
limitation under Sections 382 and 383 of the Code because of future equity
changes, including the issuance of the Common Stock on conversion of the
Debentures described in this Prospectus or the litigation described in
"Risk Factors - Litigation Relating to Common Stock." Finally, under
certain circumstances, the Company could become subject to a personal
holding company tax in the future.
Controlling Stockholders
Fidenas International, Elision and GSE own, in the
aggregate, 29,152,542 shares of Common Stock, representing
approximately 72.4% of the Company's outstanding shares of Common
Stock. Geoffrey P. Jurick, Chairman of the Board of Directors
and Chief Executive Officer of the Company may be deemed to
control each of Fidenas International, GSE and Elision, through
stock ownership, direct or indirect, position of officer or
director, or otherwise. Consequently, Mr. Jurick and these
entities on a combined basis will have the power to elect the
Company's Board of Directors and, consistent with their
respective fiduciary responsibilities, to approve any action
requiring stockholder approval. Because of the existence of such
interrelationships noted above, it is possible that conflicts of
interest may arise between certain of the Company's officers and
directors, Fidenas International, GSE, Elision and/or any of
their respective affiliates. If conflicts of interest arise, the
Company's Board of Directors is obligated to resolve any such
conflicts in a manner consistent with its fiduciary duties. All
future transactions between the Company and its affiliates will
be on terms no less favorable than could be obtained from
unaffiliated third parties and must be approved by a majority of
the independent outside members of the Company's Board of
Directors who do not have an interest in the transactions.
Further, certain restrictions have been imposed on transactions
between the Company and its affiliates in the Indenture for the
Debentures.
Litigation Relating to Common Stock
The shares of Common Stock issued to GSE, Fidenas
International and Elision in connection with the Restructuring
are the subject of certain legal proceedings in the Commonwealth
of Bahamas, the United States and Switzerland. It is possible
that a court of competent jurisdiction may order the turnover of
all or a portion of the shares of Common Stock owned by such
persons to a third party. A turnover of a substantial portion of
the Common Stock could result in a "change of control" prohibited
pursuant to the terms of the Company's credit facility and
pursuant to the terms of the Debentures. Additionally, such a
change in control could result in a second ownership change
further limiting the Company's ability to use its net operating
loss carryforwards and tax credit carryovers. If a turnover of a
substantial portion of the Common Stock results from such legal
proceedings, the holders of such Common Stock may have different
investment objectives than the current holders of the Common
Stock. Sales of such Common Stock by such holders, or the
perception that such sales may occur, could adversely affect
prevailing market prices for the Common Stock or the Company's
ability to raise capital in the future. Further, certain
adjustments in the conversion price of the Debentures may result
upon certain decreases in the weighted average closing price of
the Common Stock attributable to certain events resulting from
the litigation described in this paragraph.
Such securities, however, would constitute "restricted
securities" as defined in paragraph (a)(3) of Rule 144
promulgated under the Securities Act. Resales of such securities
may only be made in compliance with Rule 144, another applicable
exemption under the Securities Act, or pursuant to an effective
registration statement under the Securities Act. A settlement of
the legal proceedings described above may entail requests for
certain actions to be taken by the Company to permit greater
liquidity of any Common Stock transferred pursuant to any such
settlement. Such actions, if any, on the part of the Company
will be taken by the Board of Directors of the Company consistent
with its fiduciary duties and in accordance with certain
restrictive provisions contained in the Indenture for the
Debentures. The placement agent of the Debentures has agreed,
subject to the granting of registration rights in accordance with
the requirements of the Indenture and applicable law, to permit
the registration of up to 5,000,000 shares of Common Stock owned
by GSE, Fidenas International and Elision, which registration
rights were subsequently approved by the Board of Directors of
the Company. No assurance can be given that any settlement of
such legal proceedings will occur or that the terms of any such
settlement will be beneficial to the Company, its stockholders or
the market value of the Debentures or the Common Stock.
Bankruptcy Claims Resolution Process
During and subsequent to the Restructuring, the Company has
analyzed the various claims filed by creditors in the United
States Bankruptcy Court for the District of New Jersey in the
Company's bankruptcy proceedings and, where appropriate,
contested certain claims. The Company is presently engaged in
litigation regarding such claims and no assurance can be given as
to whether an unfavorable judicial determination could have a
material adverse effect on the Company.
Risks Inherent in International Operations and Foreign Trade
The Company plans on increasing international distribution
and sales of its products. There can be no assurance that the
Company's trademarks will be as widely recognized or accepted
internationally as in the United States. In addition, there are
certain risks, varying in degrees, inherent in doing business
internationally and with respect to foreign trade. Such risks
include the possibility of quotas, anti-dumping laws and
regulations, unfavorable changes in tax or other laws; partial or
total expropriation; currency exchange rate fluctuations and
restrictions on currency repatriation; the disruption of
operations, production and shipping from labor and political
disturbances, insurrection or war; and the requirements of
partial local ownership of operations in certain countries.
Potential Future Sales of Stock
No prediction can be made as to the effect, if any, that
future sales of securities by the Company, or the availability of
shares for future sale, will have on the market price of the
Common Stock prevailing from time-to-time. Sales of Common Stock
or the perception that such sales may occur, could adversely
affect prevailing market prices for the Common Stock or the
Company's ability to raise capital in the future. In connection
with its Restructuring, the Company issued 33,333,333 shares of
Common Stock ("Issued Common Stock") and 10,000 shares of Series
A Preferred Stock ("Series A Preferred Stock"), the latter of
which were issued to the Company's group of secured bank lenders
and insurance company noteholders, convertible upon certain terms
and conditions into Common Stock and warrants ("Creditor's
Warrants") to purchase an aggregate of 750,000 shares of Common
Stock. 3,333,333 shares of the Issued Common Stock, the
Creditor's Warrants, the Common Stock underlying the Creditor's
Warrants, the Series A Preferred Stock, and the Common Stock
underlying the Series A Preferred Stock, were issued to certain
of the Company's creditors in connection with the Restructuring
pursuant to Section 1145 of the Bankruptcy Code, and are
therefore freely tradeable, to the extent such creditors are not
affiliates of the Company. Additionally, 769,446 shares of
Common Stock were issued in February 1995 to such creditors and
6,149,993 shares were sold in the public offering authorized by
the Plan of Reorganization confirmed in connection with the
Restructuring. All such shares are freely tradeable. The
remaining 30 million shares of Common Stock are "restricted
securities" as that term is defined in paragraph (a)(3) of Rule
144 promulgated under the Securities Act, although the Company
has recently granted certain registration rights with respect to
5,000,000 of such shares and intends to file a registration
statement related thereto with the Commission in the near future.
The Debentures are initially convertible into 5,203,761 shares of
Common Stock. The Company is in the process of registering the
resale of the Debentures and such Common Stock. Also, the
Company has outstanding options to acquire 1,890,000 shares of
Common Stock, granted in accordance with Rule 701 of the
Securities Act, which may be sold under this Prospectus and under
certain conditions. See "Selling Stockholders" and "Plan of
Distribution." The Company additionally has issued warrants to
purchase 500,000 shares of Common Stock to the placement agent of
the Debentures and its authorized dealers. Future sales of
shares of the Common Stock, including those made under Rule 144,
depending on the timing thereof, may (i) have an adverse effect
on the then prevailing market price, if any, of the Common Stock,
(ii) adversely affect the Company's ability to obtain future
financing in the capital markets, and (iii) also create a
potential large block of Common Stock coming into the market at
substantially the same time. However, Fidenas International,
Elision and GSE and officers and directors of the Company, with
certain significant exceptions, have agreed to additional
restrictions on the transfer of their shares for a period of 12
months. See "Selling Stockholders - Certain Restrictions on
Officers, Directors and Certain Stockholders."
Anti-Takeover Provisions
Certain provisions of the Company's Certificate of
Incorporation and By-Laws, including provisions (i) authorizing
the Board of Directors to create new series of preferred stock,
including series of preferred stock that affect the voting rights
of Common Stock and may provide for conversion into Common Stock,
(ii) providing that any action requiring stockholder consent must
be effected at a meeting as opposed to by consent in writing and
(iii) setting forth that directors may only be removed for cause,
upon the affirmative vote of at least 80% of the voting
securities then outstanding, voting together as a single class,
may make it more difficult for a third party to make, or may
discourage a third party from making, an acquisition proposal for
the Company or initiating a proxy contest and may thereby inhibit
a change in control of the Company or the removal of incumbent
management or directors. There can be no assurance that the
issuance of one or more series of preferred stock will not be
authorized in the future.
Certain Covenants
The Indenture pursuant to which the Debentures were issued
restricts, with certain exceptions and among other items, the
ability of the Company and, in certain cases, its subsidiaries
to: incur additional indebtedness, pay dividends or make
distributions or other restricted payments; consolidate, merge or
sell all or substantially all of their assets; create liens; sell
certain assets; sell or issue capital stock of the Company's
subsidiaries; make certain investments, loans and advances; enter
into transactions with affiliates; and make prepayments on
outstanding indebtedness other than Senior Indebtedness. These
covenants are subject to important exceptions and qualifications.
SELLING STOCKHOLDERS
Selling Stockholders
The following table sets forth certain information provided
to the Company by the Selling Stockholders:
<TABLE>
<C> <C> <C> <C> <C>
Shares of Common Percentage of Percentage of Class Shares of Additional Shares of
Stock Beneficially Class on as Adjusted for sale Common Stock Common Stock
Owned As of October the Date of all Shares subject Subject to Offered by this
17, 1995 (1) Hereof(2) to Options (3) Options (4) Prospectus(3)(4)
<S> <C> <C> <C> <C> <C>
Geoffrey P. Jurick 29,352,642 72.6% 72.1% 400,000 600,000
Eugene I. Davis 290,000 (5) (5) 400,000 600,000
Robert H. Brown, Jr. 16,667 (5) (5) 33,333 50,000
Peter G. Bunger 8,333 (5) (5) 16,667 25,000
Jerome H. Farnum 8,333 (5) (5) 16,667 25,000
Raymond L. Steele 16,667 (5) (5) 33,333 50,000
Albert G. McGrath, Jr. 66,667 (5) (5) 133,333 200,000
John H. Walker 66,667 (5) (5) 133,333 200,000
Merle W. Eakins 13,333 (5) (5) 26,667 40,000
Frank L. Guerriero 6,667 (5) (5) 13,333 20,000
Stuart D. Slugh 6,667 (5) (5) 13,333 20,000
Eddie Rishty 10,000 (5) (5) 20,000 30,000
Andrew Cohan 10,000 (5) (5) 20,000 30,000
</TABLE>
__________________________
(1)All of the Selling Stockholders are directors or executive
officers of the Company and, except for Geoffrey P. Jurick,
expressly disclaim any control relationship with the Company.
(2)As of October 31, 1995, 40,252,772 shares of Common Stock were
issued and outstanding.
(3)Pursuant to the rules promulgated by the Commission, this
includes shares that are subject to options which are
exercisable or which will become exercisable within 60 days
after the date of this Prospectus.
(4)Represents shares subject to Options which become exercisable
more than 60 days after the date of this Prospectus. All
options granted vest in one-third increments on each
anniversary of grant for three years.
(5)Represents less than 1% of outstanding Common Stock.
Certain Restrictions on Officers, Directors and Certain
Stockholders
Except upon the prior written consent of the Company and the
placement agent of the Debentures, all officers, directors and
stockholders beneficially owing five percent or more of the
Common Stock (including, but not limited to Mr. Geoffrey P.
Jurick and each of Fidenas International, Elision, and GSE
(collectively, the "Affiliated Companies")), have agreed not to
sell, offer to sell, or otherwise transfer or dispose of,
directly or indirectly (either pursuant to Rule 144 under the
Securities Act or otherwise) (the "Lock-up") any shares of Common
Stock or any securities convertible into or exercisable or
exchangeable for Common Stock owned by them for a period of not
less than twelve months following the effective date of the
Registration Statement (the "Lock-up Period"); provided, however,
that (i) Mr. Eugene I. Davis may sell up to an aggregate 90,000
shares of Common Stock; (ii) Mr. Jurick or the Affiliated
Companies may (a) sell, in accordance with applicable law, up to
an aggregate maximum of 2,000,000 shares of Common Stock to a
Company-sponsored qualified Employee Stock Ownership Plan, (b)
transfer or pledge for the benefit of the plaintiffs in the
litigation described at "Risk Factors - Litigation Relating to
Common Stock" up to an additional 3,000,000 shares of Common
Stock (the "Settlement Shares"); provided however, that the
Placement Agent will act as the exclusive placement agent in
connection with any such transfer of Settlement Shares, with the
Placement Agent receiving a cash commission of $0.10 per
Settlement Share sold, and further provided, that the proceeds
from the sale or transfer of the Settlement Shares shall be used
for the sole purpose of final settlement of the above-referenced
litigation and payment of legal fees in connection therewith; and
(c) upon prior written notice to the Placement Agent, enter into
transactions during such period which would otherwise be
prohibited up to an aggregate maximum of 1,000,000 shares of
Common Stock provided that (A) with respect to a sale, the
purchaser agrees in writing with the Placement Agent to be bound
by the Lock-up or (B) with respect to any transfer other than an
unconditional sale, all shares not subject to such transfer not
be finally transferable to the transferee until the expiration of
the Lock-up Period; and (iii) the shares of Common Stock as to
which Fidenas International holds as nominee shall not be subject
to the Lock-Up. The parties subject to the Lock-up have
consented to the placing of certain legends and stop transfer
instructions.
PLAN OF DISTRIBUTION
The Selling Stockholders may offer and sell shares of Common
Stock from time to time in transactions through licensed broker-
dealers at then prevailing market prices or otherwise at prices
and on terms then obtainable. Sales may be made to or through
broker-dealers who may receive compensation in the form of
discounts, concessions or commissions from the Selling
Stockholders or the purchasers of shares of Common Stock for whom
such broker-dealers may act as agent or to whom they may sell as
principal, or both (which compensation as to a particular broker-
dealer may be in excess of customary commissions).
To the extent required, this Prospectus will be updated to
reflect any change in the Selling Stockholders for whose account
shares of Common Stock are to be offered, the number of shares so
offered for such Selling Stockholders' account and, if such
offering is to be made by or through underwriters or dealers, the
names of such underwriters or dealers and the principal terms of
the arrangements between the underwriters or dealers and the
Selling Stockholders for whose account such offering is being
made.
The Selling Stockholders have advised the Company that, except
for Mr. Jurick, they have not made any arrangement with any
broker-dealer for the sale of any of the shares of Common Stock
offered hereby. The placement agent for the Debentures, Dresdner
Securities (USA) Inc., pursuant to an agreement with Mr. Jurick,
Fidenas International, Elision and GSE, has an exclusive right to
sell up to 3,000,000 shares of Common Stock, which may not be the
shares covered by this Prospectus, solely in furtherance of a
settlement of the litigation described at "Risk Factors -
Litigation Relating to Common Stock" and for related legal fees
at a commission of $.10 per each share of Common Stock sold. The
Selling Stockholders and any broker-dealer acting in connection
with the sale of the Common Stock offered hereby deemed to be
"underwriters" within the meaning of the Act, in which case any
commissions received by a broker-dealer and any profit realized
by them on the resale of the Shares as principal may be deemed
underwriting compensation under the Act.
Selling Stockholders, if control persons within the meaning of
Rule 144 ("Rule 144") promulgated under the Securities Act are
required to sell their shares of Common Stock in accordance with
the volume limitations as set forth in Rule 144. Those volume
limitations permit each Selling Shareholders who is an affiliate
of the Company within the meaning of Rule 405 under the
Securities Act to sell in any three month period up to such
number of shares which equals the greater of (i) one percent of
the total number of shares of Common Stock outstanding or (ii)
the average weekly trading volume of the Company's Common Stock
during the four calendar weeks prior to the sale by such Selling
Stockholder. It is expected that brokers and dealers effecting
sales on behalf of Selling Stockholders will be paid normal and
customary commissions for such sales.
EXPERTS
The consolidated financial statements and the related
consolidated financial statement schedules incorporated in this
prospectus by reference from the Company's Annual Report on Form
10-K for the year ended March 31, 1995 have been audited by Ernst
& Young LLP, independent auditors, as stated in their reports,
and are incorporated herein by reference in reliance upon the
reports of such firm given upon their authority as experts in
accounting and auditing.
Common Stock
Emerson & G-clef
Table of Contents
EMERSON RADIO CORP.
Available Information 2
Incorporation of Certain
Documents by Reference 2
The Company 4 Up to 1,890,000 Shares of Common Stock
Risk Factors 7 Emerson Radio Corp. Received by Directors,
Selling Stockholders 15 Officers, Employees, Consultants and
Plan of Distribution 17 Advisors Under the Emerson Radio Corp.
Experts 18 Stock Compensation Program and the
Emerson Radio Corp. 1994 Non-Employee
Director Stock Option Plan
PROSPECTUS
November 6, 1995
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed by Emerson Radio Corp. (the
"Company") with the Securities and Exchange Commission (the
"SEC"), are hereby incorporated by reference:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1995;
2. The Company's Registration Statement on Form S-1
(registration no. 33-62873) declared effective by the SEC on
October 25, 1995;
3. The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995;
4. The Company's Current Report on Form 8-K as filed with
the SEC on September 9, 1995; and
5. The description of the Common Stock of the Company
contained in the Company's Registration Statement on Form S-1
(registration no. 33-53621) declared effective by the SEC on
August 9, 1994.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that such statement is
modified or superseded by a subsequently filed document which
also is or is deemed to be incorporated by reference herein. Any
such statement so modified or superseded shall not be deemed to
constitute a part of this Registration Statement except as so
modified or superseded.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law
permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or
omissions not made in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law (which provision relates
to the improper payment of dividends and the improper redemption
of the corporation's stock), or (iv) for any transaction from
which the director derived an improper personal benefit.
Section 145 of the Delaware General Corporation Law provides
that a corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that he or
she is or was a director, officer, employee or agent of the
corporation, or is or was serving at its request in such capacity
in another corporation or business association, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she
acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
Section 145 provides that termination of any action by judgment,
settlement, conviction or plea of nolo contendere shall not
itself create a presumption that the person did not act in good
faith and in a manner that he or she reasonably believed to be in
or not opposed to the best interests of the corporation and, in
the case of any criminal proceeding, had reason to believe that
his or her conduct was not unlawful. In the case of an action by
or in the right of a corporation, no indemnification shall be
made if the person was adjudged to be liable to the corporation,
unless the Court of Chancery of Delaware or the court in which
the action was brought determines that, despite the adjudication
of liability but in view of all the circumstances in the case,
such person is entitled to indemnification for such expenses that
the court deems proper.
The Company's Certificate of Incorporation and By-laws
contain provisions permitting the indemnification of directors,
officers and certain other agents and representations of the
Registrant to the fullest extent permitted by law. The Company's
Certificate of Incorporation and By-laws also contain provisions
requiring that the Company pay the expenses of any such director
or officer, and permitting it to pay the expenses of any such
other agent or representative, incurred in connection with any
action for which indemnification is normally available so long as
such person certifies that he or she in good faith believes that
he or she has met the requisite standard of conduct required for
indemnification to be available.
The Company's Certificate of Incorporation and By-laws also
contain provisions relieving directors of personal liability for
monetary damages to the Company and its stockholders for breaches
of fiduciary duty, which provisions parallel those of Section
102(b)(7) of the Delaware General Corporation Law.
The Company's Certificate of Incorporation and By-laws also
contain provisions permitting the Company to maintain insurance
to protect itself and its directors, officers and other agents
and representative against liability for actions taken by or on
behalf of the Corporation. The Company currently maintains
general liability insurance and "directors and officers
liability" insurance to provide such insurance coverage.
The Company's Fourth Amended Joint Plan of Reorganization
dated March 31, 1994 (the "Plan") under Chapter 11 of the United
States Bankruptcy Code, as amended, provides, among other things,
that, among specified others, any and all directors, officers and
stockholders who at any time from and after July 8, 1992, or as
of the Effective Date of the Plan (as defined therein), acted as
such, are released from and indemnified against all liability
based upon any act or commission of every kind related to past
service with, for or on behalf of the Company or any of the other
companies restructured by the Plan, except where such liability
is predicated on a finding of gross negligence, willful
misconduct or fraud.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Certificate of Incorporation of Emerson (incorporated
by reference to Exhibit 3(a) of the Company's Registration
Statement on Form S-1, Registration No. 33-53621, declared
effective by the SEC on August 9, 1994)
4.2 By-laws of Emerson adopted March 1994 (incorporated by
reference to Exhibit 3(e) of the Company's Registration Statement
on Form S-1, Registration No. 33-53621, declared effective by the
SEC on August 9, 1994)
4.3 Emerson Radio Corp. Stock Compensation Program
(incorporated by reference to Exhibit 10(i) of the Company's
Registration Statement on Form S-1, Registration No. 33-53621,
declared effective by the SEC on August 9, 1994)
4.4 Emerson Radio Corp. 1994 Non-Employee Director Stock
Option Plan (incorporated by reference to Exhibit 10(y) of the
Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1995)
5.1 Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan,
P.A. (previously filed)
23.1 Consent of Independent Auditors (Ernst & Young LLP)*
23.2 Consent of Lowenstein, Sandler, Kohl, Fisher & Boylan,
P.A. is included in Exhibit 5.1
______________________
*Filed herewith
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1993;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
and
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
Provided, however, that Paragraphs (1)(i) and (1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel that matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the Township of Parsippany, State of New Jersey, on the 3rd day
of November, 1995.
Emerson Radio Corp.
By: _______________________________
Eugene I. Davis.
President and Interim Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:
Signatures Title Date
________________
Geoffrey P. Jurick Chairman of the Board and November 3, 1995
Chief Executive Officer
_________________
Eugene I. Davis Director, President and November 3, 1995
Interim Chief Financial
Officer
_________________
Robert H. Brown, Jr. Director November 3, 1995
__________________
Peter G. Bunger Director November 3, 1995
__________________
Jerome H. Farnum Director November 3, 1995
__________________
Raymond L. Steele Director November 3, 1995
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE NUMBER
IN SEQUENTIAL SYSTEM
4.1 Certificate of Incorporation
of Emerson (incorporated by
reference to Exhibit 3(a)
of the Company's Registration
Statement on Form S-1, Registration
No. 3-53621, declared effective by
the SEC on August 9, 1994)
4.2 By-laws of Emerson adopted March
1994 (incorporated by reference
to Exhibit 3(e) of the Company's
Registration Statement on Form S-1,
Registration No. 33-53621, declared
effective by the SEC on August 9,
1994)
4.3 Emerson Radio Corp. Stock
Compensation Program (incorporated
by reference to Exhibit 10(i) of
the Company's Registration Statement
on Form S-1, Registration No. 33-53621,
declared effective by the SEC on August 9,
1994)
4.4 Emerson Radio Corp. 1994 Non-Employee
Director Stock Option Plan (incorporated
by reference to Exhibit 10(y) of the
Company's Annual Report on Form 10-K
for the fiscal year ended March 31, 1995)
5.1 Opinion of Lowenstein, Sandler, Kohl,
Fisher & Boylan, P.A. (previously filed)
23.1 Consent of Independent Auditors (Ernst &
Young LLP)*
23.2 Consent of Lowenstein, Sandler, Kohl,
Fisher & Boylan, P.A. is included in
Exhibit 5.1
______________________
*Filed herewith
CONSENT
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Foprm S-8 No. 33-63515)
and related Prospectus pertaining to the Emerson Radio Corp. Stock
Compensation Program and the Emerson Radio Corp. 1994 Non-Employee
Director Stock Option Plan and to the incorporation by reference
therein of our report dated May 24, 1995, with respect to the consolidated
financial statements and schedule of Emerson Radio Corp. included
in its Annual Report (Form 10-K) for the year ended March 31, 1995,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
November 3, 1995
