SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by Registrant X
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)
(2))
X Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
EMERSON RADIO CORP.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total Fee Paid
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No:
(3) Date Filed:
EMERSON RADIO CORP.
Nine Entin Road
P.O. Box 430
Parsippany, New Jersey 07054-0430
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 28, 1999
As a stockholder of Emerson Radio Corp. (the "Company"), you are hereby
given notice of and invited to attend in person or by proxy the Annual Meeting
of Stockholders of the Company to be held at Bent Tree Country Club, 5201
Westgrove Drive, Dallas, Texas 75248, on Thursday, January 28, 1999 at 2 p.m.
(Central Standard Time), for the following purposes:
1. To elect five directors for a one-year term; and
2. To transact such other business as may properly come before the
meeting and any adjournment(s) thereof.
The Board of Directors has fixed the close of business on December 15, 1998
as the record date (the "Record Date") for the determination of stockholders
entitled to notice of and to vote at such meeting and any adjournment(s)
thereof. Only stockholders of record at the close of business on the Record
Date are entitled to notice of and to vote at such meeting. The transfer books
of the Company will not be closed.
You are cordially invited to attend the meeting. However, whether or not
you expect to attend the meeting, management desires to have the maximum
representation at the meeting and respectfully requests that you date, execute
and mail promptly the enclosed proxy in the enclosed stamped envelope for which
no additional postage is required if mailed in the United States. A proxy may
be revoked by a stockholder any time prior to its use as specified in the
enclosed proxy statement.
By Order of the Board of Directors
ELIZABETH J. CALIANESE,
Vice President-Human Resources
and Secretary
Parsippany, New Jersey
December 17, 1998
YOUR VOTE IS IMPORTANT.
PLEASE EXECUTE AND RETURN PROMPTLY THE
ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED HEREIN.
EMERSON RADIO CORP.
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 28, 1999
To Our Stockholders:
This Proxy Statement is furnished to stockholders of Emerson Radio Corp.
(the "Company" or "Emerson") for use at the Annual Meeting of Stockholders to be
held at the date, time and place and for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders, or at any adjournment or
adjournments thereof (the "Annual Meeting"). The enclosed proxy is solicited on
behalf of the Board of Directors of the Company and is subject to revocation at
any time prior to the voting of the proxy. Unless a contrary choice is
indicated, all duly executed proxies received by the Company will be voted in
accordance with the instructions set forth on the back side of the proxy card.
The record of stockholders entitled to vote at the Annual Meeting was taken at
the close of business on December 15, 1998 (the "Record Date"). The approximate
date on which this Proxy Statement and the enclosed proxy are first being sent
or given to stockholders is December 18, 1998.
VOTING PROCEDURES AND REVOCABILITY OF PROXIES
The accompanying proxy card is designed to permit each stockholder of
record at the close of business on December 15, 1998 to vote in the election of
directors. The proxy card provides space for a stockholder to vote in favor of
or to withhold voting for the nominees for the Board of Directors. The election
of directors will be decided by a plurality vote.
The holders of a majority of the outstanding shares of common stock, par
value $.01 per share (the "Common Stock") entitled to vote at the Annual
Meeting, present in person or by proxy, will constitute a quorum for the
transaction of business at the Annual Meeting. If a quorum is not present, the
Annual Meeting may be adjourned from time to time until a quorum is obtained.
Shares as to which authority to vote has been withheld with respect to the
election of any nominee for director will not be counted as a vote for such
nominee. Broker nonvotes are counted for purposes of determining the presence or
absence of a quorum for the transaction of business. A broker nonvote will have
no effect on the outcome of the election of directors. Stockholders are urged
to sign the accompanying form of proxy and return it promptly.
When a signed card is returned with choices specified with respect to
voting matters, the shares represented are voted by the proxies designated on
the proxy card in accordance with the stockholder's instructions. The proxies
for the stockholders are Geoffrey P. Jurick and John P. Walker. A stockholder
desiring to name another person as his or her proxy may do so by crossing out
the name of the designated proxies and inserting the name(s) of such other
person(s) to act as his or her proxy(ies). In that case, it will be necessary
for the stockholder to sign the proxy card and deliver it to the person named as
his or her proxy and for the person so named to be present and vote at the
Annual Meeting. Proxy cards so marked should not be mailed to the Company.
If a signed proxy card is returned and the stockholder has made no
specifications with respect to voting matters, the shares will be voted for the
election of the five nominees for director and, at the discretion of the
proxies, on any other matter that may properly come before the Annual Meeting or
any adjournment(s). Valid proxies will be voted at the Annual Meeting and at
any adjournment in the manner specified.
Any stockholder of the Company has the unconditional right to revoke his or
her proxy at any time prior to the voting thereof by any act inconsistent with
the proxy, including notifying the Secretary of the Company in writing,
executing a subsequent proxy, or personally appearing at the Annual Meeting and
casting a contrary vote. However, no revocation shall be effective unless
notice of such revocation has been received by the Company at or prior to the
Annual Meeting.
The total issued and outstanding capital stock of the Company as of
December 15, 1998 consisted of 48,557,715 shares of Common Stock. Each share
of Common Stock is entitled to one vote.
ELECTION OF DIRECTORS
Five directors are proposed to be elected at the Annual Meeting. If
elected, each director will hold office until the next annual meeting of
stockholders or until his successor is elected and qualified. The election of
directors will be decided by a plurality vote. All nominees named below, other
than Stephen H. Goodman, are members of the present Board of Directors of the
Company. All nominees have consented to serve if elected. If any nominee
becomes unable to serve, the shares represented by all valid proxies will be
voted for the election of such substitute as the Board may recommend, the Board
may reduce the number of directors to eliminate the vacancy, or the Board may
fill the vacancy at a later date after selecting an appropriate nominee.
Management has no reason to believe that any of the nominees named below will be
unable to serve.
Nominations for election to the Board of Directors may be made by the Board
of Directors, a nominating committee appointed by the Board of Directors or by
any stockholder entitled to vote for the election of directors. Nominations made
by stockholders must be made by written notice to the Secretary of the Company
at its corporate offices in Parsippany, New Jersey. Such notice shall set forth
as to each proposed nominee who is not an incumbent director: (a) the name,
age, business address and, if known, residence address of each nominee proposed
in such notice; (b) the principal occupation or employment of each such nominee;
(c) the number of shares of Common Stock of the Company that are beneficially
owned by each such nominee and the nominating stockholder; and (d) any other
information concerning the nominee that must be disclosed of nominees in proxy
solicitations pursuant to Rule 14(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Any such recommendation must be accompanied by a
written statement from the individual giving his or her consent to be named as a
candidate and, if nominated and elected, to serve as a director.
The nominees named below were nominated for election to the Board of
Directors of the Company by the current Board of Directors. All nominees, other
than Mr. Goodman, are currently directors of the Company. The name, age (as of
December 17, 1998), business experience and public directorships of each nominee
for director are as follows:
<TABLE>
<CAPTION>
YEAR
FIRST
BE-
CAME
DIREC-
NAME AGE TOR PRINCIPAL OCCUPATION OR EMPLOYMENT (1)
<S> <C> <C> <C>
Geoffrey P. Jurick 57 1990 Chairman of the Board, Chief Executive Officer
and President of the Company(2)(7)
Peter G. Bunger 58 1992 Consultant(3)(7)
Jerome H. Farnum 63 1992 Consultant(4)(7)
Stephen H. Goodman 54 1998 President, Chief Executive Officer
of The Singer Group, N.V.(5)
Raymond L. Steele 63 1992 Director(6)(7)
</TABLE>
(1) Each of the nominees has held the position listed, or a similar position
with the same or an affiliated organization, for at least the last five years,
except as otherwise noted herein.
(2) Geoffrey P. Jurick Chief Executive Officer since July 1992, Chairman since
December 1993 and President from July 1993 to October 1994 and since April 1997.
From March 1990 until approximately 1994, he was President and Director of
Fidenas Investment Limited. Since December 1993, Mr. Jurick has served as a
Director of Fidenas International Limited, L.L.C. and its predecessor ("FIN")
and, since May 1994, as an officer and general manager of Fidenas International.
Mr. Jurick has served as a Director, Chairman and Chief Executive Officer of GSE
Multimedia Technologies Corporation ("GSE"), which is traded in the over-the-
counter market, since May 1994. Since March 1996, Mr. Jurick has served as
Chairman of Elision International Ltd. ("Elision"). For more than the past five
years, Mr. Jurick has held a variety of senior executive positions with several
of the entities comprising the Fidenas group of companies ("Fidenas Group"),
whose activities encompass merchant banking, investment banking, investment
management, and corporate development. Since December 1996, Mr. Jurick has
served as a Director and Chairman of the Board and since January 23, 1997 as
Chief Executive Officer of Sport Supply Group, Inc. ("SSG"), whose securities
are traded on the New York Stock Exchange. The Company beneficially owns
approximately 39% of the outstanding common shares of SSG. See - "Certain
Relationships and Related Transactions."
(3) Peter G. Bunger Presently, he is a consultant with Savarina AG. Since
October 1992, Mr. Bunger has served as Director of Savarina AG, engaged in the
business of portfolio management monitoring in Zurich, Switzerland, and since
1992, as Director of ISCS, a computer software company. Since December 1996, Mr.
Bunger has served as a Director of SSG. See - "Certain Relationships and
Related Transactions."
(4) Jerome H. Farnum Since July 1994, Mr. Farnum has been an independent
consultant. From 1979 until 1994, Mr. Farnum served as a senior executive with
several of the entities comprising the Fidenas Group, in charge of legal and tax
affairs, accounting, asset and investment management, foreign exchange
relations, and financial affairs.
(5) Stephen H. Goodman Mr. Goodman is a new candidate for election as
Director. Since January, 1998 he has been President, Chief Executive Officer
and a Director of The Singer Company, N.V. ("Singer"), an international
manufacturer and distributor of consumer and industrial sewing machines and a
global retailer and distributor of other consumer durable product, the common
stock of which is listed on the New York Stock Exchange. From March 1986 to
December 1997, Mr. Goodman held a variety of positions with Bankers Trust
Company, including Managing Director, Corporate Strategy, New York and Managing
Director, Strategic Advisory and Mergers & Acquisitions Business, Asia. Mr.
Goodman is a Director of Singer, a member of the Supervisory Board of GM Pfaff
A.G., a Frankfurt Stock Exchange listed subsidiary of Singer, and is a director
of a number of Singer affiliates and subsidiaries.
(6) Raymond L. Steele Mr. Steele is a member of the Board of Directors of
Pharmhouse, Inc. (1991), Video Services Corp. (1997), ICH (1997), and
Dual Star Technologies (1998).
(7) On September 29, 1993, Emerson and five of its United States subsidiaries
filed voluntary petitions for relief under the reorganization provisions of
Chapter 11 of the United States Bankruptcy Code. On March 31, 1994, the United
States Bankruptcy Court for the District of New Jersey entered an order
confirming the Fourth Amended Joint Plan of Reorganization which became
effective on that date. See "Certain Relationships and Related Transactions."
THE BOARD OF DIRECTORS URGES STOCKHOLDERS TO VOTE "FOR"
EACH OF THE NOMINEES FOR DIRECTOR SET FORTH ABOVE
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of December 15, 1998, the beneficial
ownership of each current director, each nominee for director, each officer
named in the Summary Compensation Table, the directors and executive officers as
a group and each stockholder known to management of the Company to own
beneficially more than 5% of the Company's outstanding shares of Common Stock.
Except as otherwise indicated and based upon the Company's review of information
as filed with the Securities and Exchange Commission ("SEC"), the Company
believes that the beneficial owners of the securities listed below have sole
investment and voting power with respect to such shares, subject to community
property laws where applicable.
<TABLE>
<CAPTION>
Percent
Amount and Nature of
Name and Address Of Beneficial Owners of Beneficial Ownership (1) Class
<S> <C> <C>
Geoffrey P. Jurick (2),(3) 29,752,642 60.0%
Fidenas International Limited, L.L.C. 29,152,542 58.8%
831 Route 10
Suite 38, #113
Whippany, NJ 07981 (2)
Oaktree Capital Management 3,483,135 6.6%
550 South Hope St., 22nd Fl
Los Angeles, CA 90071 (7)
Marino Andriani (5) 50,000 *
Robert H. Brown, Jr. (4)** 50,000 *
Peter G. Bunger (4)** 25,000 *
Elizabeth J. Calianese (5) 20,000 *
Stephen H. Goodman *** - *
Jerome H. Farnum (4)** 25,000 *
John J. Raab (5) 50,000 *
Raymond L. Steele (4)** 50,000 *
John P. Walker (5) 200,000 *
All Directors and Officers 30,222,642 60.9%
as a group (11 persons) (6)
</TABLE>
(*) Less than one percent
(**) Director (All current nominees for director other than Robert H. Brown.)
(***) Stephen H. Goodman is not a director, but nominee for director.
(1) Based on 48,557,715 shares of Common Stock outstanding as of December 15,
1998.
(2) Consists of 15,552,542, 1,600,000 and 12,000,000 shares of Common Stock
which were held by FIN, Elision, and GSE, respectively. FIN is record
holder of an additional 847,458 shares of Common Stock and formerly held
such shares as nominee. The nominee relationship has been terminated and
FIN and Mr. Jurick disclaim beneficial ownership of such additional
shares. Mr. Jurick indirectly owns, through a controlled holding
company, approximately 95% of FIN. In addition, Mr. Jurick is the
manager of FIN. FIN owns approximately 14.3% of Elision. Mr. Jurick
indirectly owns, through certain holding companies and beneficial
interests in affiliates, a controlling interest in each of GSE and
Elision. In accordance with a Stipulation and Order of Settlement, dated
June 11, 1996 (the "Settlement Agreement"), the shares of Common Stock
held by Elision and GSE were transferred and registered in the name of
FIN. All of the shares owned by FIN, GSE and Elision are subject to
certain restrictions. See - Certain Relationships and Related
Transactions - Certain Outstanding Common Stock".
(3) Includes options, exercisable within 60 days, to purchase 600,000 shares of
Common Stock.
(4) Comprised of options issued pursuant to the Company's 1994 Non-Employee
Director Stock Option Plan. See "Security Ownership of Certain
Beneficial Owners and Management--Compensation of Directors."
(5) In July 1994, the Company granted stock options to purchase 200,000 shares
of Common Stock to Mr. Walker exercisable at an exercise price of $1 per
share. In November 1995, Mr. Raab was granted stock options to purchase
50,000 shares of Common Stock at an exercise price of $2.875 per share. In
April 1996, Mr. Andriani was granted stock options to purchase 75,000
shares of Common Stock at an exercise price of $2.563 per share and in
October 1996, Ms. Calianese was granted stock options to purchase 30,000
shares of Common Stock at an exercise price of $2.25 per share. In May
1997, the options granted to Ms. Calianese were repriced to $1.00 per
share. The options vest in annual increments of one-third, commencing one
year from the date of grant, and their exercise is contingent on continued
employment with the Company.
(6) Includes 1,060,000 shares of Common Stock subject to unexercised stock
options which are exercisable within 60 days under the Company's Stock
Compensation Program. Does not include options to purchase an aggregate of
45,000 shares of Common Stock not currently exercisable within 60 days.
(7) Based on information set forth in Schedule 13D, dated May 22, 1998, filed
with the SEC by Oaktree Capital Management LLC ("Oaktree"), Kenneth
Grossman and OCM Principal Opportunities Fund, L.P., as amended by
Amendment No. 1, dated December 15, 1998. Consists of common shares
issuable upon conversion of the owners' holdings of the Company's
Debentures if such holdings were converted into shares of the Company's
Common Stock. The percentage of beneficial ownership assumes that the
common shares that would be issued upon conversion are outstanding.
BOARD OF DIRECTORS AND COMMITTEES
The business of the Company is managed under the direction of the Board of
Directors. The Board meets during the Company's fiscal year to review
significant developments affecting the Company and to act on matters requiring
Board approval. The Board of Directors held eight formal meetings and acted by
unanimous written consent three times during the fiscal year ended April 3,
1998, ("Fiscal 1998"). During Fiscal 1998, each member of the Board
participated in at least 75% of all Board and committee meetings held during the
period for which he served as a Director and/or committee member.
During Fiscal 1998, the Board of Directors had an Audit Committee and a
Compensation and Personnel Committee to devote attention to specific subjects
and to assist the Board in the discharge of its responsibilities. The functions
of these committees and their current members are described below.
AUDIT COMMITTEE. The Company's Audit Committee is presently comprised of
Messrs. Brown (Chairman), Steele and Farnum. The Audit Committee recommends to
the Board of Directors the appointment of a firm of certified public accountants
to conduct audits of the Company's consolidated financial statements and
monitors the performance of such firm, reviews accounting objectives and
procedures of the Company and the findings and reports of the independent
certified public accountants, and makes such reports and recommendations to the
Board of Directors as it deems appropriate. During Fiscal 1998, the Audit
Committee met two times and acted by unanimous written consent one time.
COMPENSATION AND PERSONNEL COMMITTEE. The Compensation and Personnel
Committee, which is presently comprised of Messrs. Brown, Steele (Chairman), and
Bunger, (i) makes recommendations to the full Board concerning remuneration
arrangements for executive management; (ii) administers the Company's 1994 Stock
Compensation Program; and (iii) makes such reports and recommendations, from
time to time, to the Board of Directors upon such matters as the committee may
deem appropriate or as may be requested by the Board. During Fiscal 1998, the
Compensation Committee met one time. See "Executive Compensation and Other
Information - Report of Compensation and Personnel Committee."
The Board of Directors did not have a standing nominating committee, or any
other committee performing similar functions during Fiscal 1998. The functions
customarily attributable to a nominating committee were performed by the Board
of Directors as a whole.
COMPENSATION OF DIRECTORS
Directors of the Company who are employees do not receive compensation for
serving on the Board. Non-employee Directors are paid $20,000 per annum and the
Chairman of the Audit Committee receives an additional $10,000 per annum,
payable in quarterly installments. Since as of March 1, 1998,
Raymond L. Steele has received an additional $10,833 per month, payable
in quarterly installments, for extensive services rendered as a Director
and member of various Board committees.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
COMPENSATION OF EXECUTIVE OFFICERS
The following executive compensation disclosures reflect all plan and non-
plan compensation awarded to, earned by, or paid to the named executive officers
of the Company. The "named executive officers" are the Company's Chief
Executive Officer (the "CEO"), regardless of compensation level, and the four
most highly compensated executive officers, other than the CEO, serving as such
on April 3, 1998. Where a named executive officer has served during any part of
Fiscal 1998, the disclosures reflect compensation for the full year in each of
the periods presented. During Fiscal 1998, the Company changed its financial
reporting year to a 52/53 week year ending on the Friday closest to March 31.
Accordingly, the current fiscal year ended on April 3, 1998.
SUMMARY COMPENSATION TABLE
The following table summarizes for the years indicated the compensation
awarded to, earned by, or paid to the named executives for services rendered in
all capacities to the Company:
<TABLE>
<CAPTION>
OTHER SECURI- ALL
ANNUAL TIES OTHER
NAME AND COMPEN- UNDER- COMPEN-
PRINCIPAL FISCAL SATION LYING SATION
POSITION (S) YEAR SALARY BONUS (1) OPTIONS (2)
<S> <C> <C> <C> <C> <C> <C>
GEOFFREY P. JURICK 1998 $321,407 $ - $125,208 - $8,215
CHAIRMAN OF THE 1997 443,473 38,500 121,646 - 2,207
BOARD, CHIEF 1996 490,000 137,500 102,661 - 1,693
EXECUTIVE
OFFICER
AND PRESIDENT (3)
JOHN P. WALKER 1998 107,692 50,000 - - 2,721
EXECUTIVE VICE 1997 179,166 40,000 18,816 - 7,089
PRESIDENT AND 1996 165,000 40,000 24,307 - 4,912
CHIEF FINANCIAL
OFFICER (4)
MARINO ANDRIANI 1998 385,000 - 8,400 - 6,033
PRESIDENT, 1997 387,100 - 9,808 75,000 11,237
EMERSON 1996 51,827 - 1,400 - -
RADIO CONSUMER
PRODUCTS
CORPORATION(5)(6)
JOHN J. RAAB 1998 210,000 - 8,400 - 5,912
SENIOR VICE 1997 212,100 - 8,638 - 11,237
PRESIDENT- 1996 178,846 - 9,131 50,000 1,882
INTERNATIONAL
(5)
ELIZABETH J.
CALIANESE 1998 102,503 10,000 8,400 30,000 1,687
VICE PRESIDENT- 1997 95,000 - 8,400 30,000 1,425
HUMAN RESOURCES, 1996 95,000 5,000 8,400 - 1,425
SECRETARY, AND
DEPUTY GENERAL
COUNSEL(5) (7)
</TABLE>
(1) Consists of, for Fiscal 1998, 1997, 1996, respectively, (i) car allowance
and auto expenses afforded to the listed Company executive officers,
including $0, $13,063, $20,745 paid to Mr. Walker, $8,400, $8,400 and
$1,400 to Mr. Andriani, $8,400, $8,400 and $8,400 to Mr. Raab and
Ms. Calianese, respectively, and (ii) relocation and temporary lodging
expenses and associated tax gross-ups in the amount of $125,208, $120,573
and $102,661 for Mr. Jurick.
(2) Consists of the Company's contribution to its 401(k) employee savings plan,
life insurance and disability insurance. Includes $7,170 in premiums
paid in Fiscal 1998 for a life insurance policy for Mr. Jurick.
(3 ) Net of salary reimbursements from SSG of $135,414 and $46,527 for Mr.
Jurick in Fiscal 1998 and 1997, respectively. Pursuant to the Management
Services Agreement between SSG and the Company (the "Management Services
Agreement"), effective October 18, 1997, the Company reduced Mr. Jurick's
salary by $80,000 and will no longer be reimbursed by SSG for a portion of
Mr. Jurick's salary. See - "Certain Relationships and Related
Transactions".
(4) Effective January 15, 1998, the Company no longer pays Mr. Walker's salary
directly. However, pursuant to the Management Services Agreement by and
between SSG and the Company, the Company began reimbursing SSG for Mr.
Walker's salary and bonus that on an annualized basis is equivalent to
$100,000 and $50,000 respectively during Fiscal 1998. See - " Certain
Relationships and Related Transactions".
(5) In November 1995, Mr. Raab was granted a stock option to purchase 50,000
shares of common stock at an exercise price of $2.875 per share. In April
1996, Mr. Andriani was granted a stock option to purchase 75,000 shares of
common stock at an exercise price of $2.563 per share and in October 1996,
Ms. Calianese was granted a stock option to purchase 30,000 shares of
common stock at an exercise price of $2.25 per share. Ms. Calianese's
options were repriced in May 1997 to $1.00 per share. The options vest in
annual increments of one-third, commencing one year from the date of grant,
and their exercise is contingent on continued employment with the Company.
(6) Mr. Andriani became an executive officer of the Company in February 1996.
(7) Options to acquire 30,000 shares of Common Stock granted to Ms. Calianese
in prior fiscal years were repriced during Fiscal 1998 and are, therefore,
reported as compensation in Fiscal 1998. See "Board Report on Option
Repricing".
OPTION GRANTS DURING 1998 FISCAL YEAR
There were no options granted to the named executives identified in the Summary
Compensation Table.
OPTION EXERCISES AND HOLDINGS
The following table provides information related to options exercised by the
named executive officers during Fiscal 1998 and the number and value of options
held at fiscal year end. The Company does not have any outstanding stock
appreciation rights.
Option Exercises During 1998 Fiscal Year and Fiscal Year - End Option Values
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS/ IN-THE-MONEY
SHARES SARs OPTIONS/SARs
ACQUIRED VALUE AT FY-END AT FY-END
ON REAL- (#) ($)(1)
EXERCISE IZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
Geoffrey P. Jurick --- --- 600,000/0 $ 0/$ 0
John P. Walker --- --- 200,000/0 $ 0/$ 0
Marino Andriani --- --- 50,000/25,000 $ 0/$ 0
John J. Raab --- --- 50,000/0 $ 0/$ 0
Elizabeth J. Calianese --- --- 20,000/10,000 $ 0/$ 0
</TABLE>
(1) The closing price for the Company's Common Stock as reported by the
American Stock Exchange on April 3, 1998 was $ .44. Value is calculated on the
basis of the difference between the closing price and the option exercise price
of "in the money" options, multiplied by the number of shares of Common Stock
underlying the option.
BOARD REPORT ON OPTION REPRICING
The Board believes that the Company has taken constructive steps to improve
its performance and believes that hiring and retaining key employees is central
to implementing these measures. In furtherance of these goals, in May 1997, the
Board reduced the per share exercise price of options previously granted to Ms.
Calianese. The Board concluded that Ms. Calianese's eight years of continuing
service as an executive of the Company and her experience as Deputy General
Counsel were basis for repricing of options granted to her. On May 13, 1997,
the price of the options was reduced from $2.25 per share to $1.00. The closing
sales price of the Company's Common Stock on May 13, 1997, as reported by the
American Stock Exchange, was $.438. No other provisions of this option were
altered.
In accordance with the rules of the SEC, this Option Repricing Report of
the Board of Directors is not intended to be "filed" or "soliciting Material"
or subject to Regulations 14A or 14C or Section 18 of the Exchange Act, or
incorporated into any other filing by the Company with the SEC.
The following table summarizes certain information concerning the
repricing of options to buy the Company's Common Stock held by all executive
officers:
<TABLE>
TEN YEAR OPTION REPRICING
<CAPTION>
LENGTH
OF
ORIGINAL
NUMBER OPTION
OF MARKET TERM
SECURITIES PRICE REMAIN-
UNDER- OF EXCERCISE NEW ING
LYING STOCK AT PRICE AT EXER- AT
DATE OF OPTIONS TIME OF TIME OF CISE DATE OF
NAME REPRICING REPRICED REPRICING REPRICING PRICE REPRICING
<S> <C> <C> <C> <C> <C> <C>
ELIZABETH J.
CALIANESE 05/13/97 30,000 $ 0.438 $2.25 $1.00 N/A
</TABLE>
<TABLE>
<CAPTION>
COMPENSATION AND PERSONNEL
COMMITTEE BOARD OF DIRECTORS
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Robert H. Brown, Jr. Geoffrey P. Jurick
Peter G. Bunger Robert H. Brown, Jr.
Raymond L. Steele Peter G. Bunger
Jerome H. Farnum
Raymond L. Steele
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CERTAIN EMPLOYMENT CONTRACTS
On August 13, 1992, Geoffrey P. Jurick, Chairman, Chief Executive Officer
and President of the Company, entered into five-year employment agreements
("Jurick Employment Agreements") with the Company and two of its wholly-owned
subsidiaries, Emerson Radio (Hong Kong) Ltd. and Emerson Radio International
Ltd. (formerly Emerson Radio (B.V.I.) Ltd.) (hereinafter, collectively the
"Companies"). As of April 1, 1995, the Jurick Employment Agreements provided for
an aggregate annual compensation of $490,000. In addition to his base salary,
the Jurick Employment Agreements provide that Mr. Jurick is entitled to an
annual bonus upon recommendation by the Compensation and Personnel Committee of
the Company's Board of Directors, subject to the final approval of the Company's
Board of Directors. By letter agreement dated April 16, 1997, the terms of the
Jurick Employment Agreements were extended until March 31, 2000. However,
pursuant to the Settlement Agreement, Mr. Jurick's cash compensation from the
Company and all subsidiaries and affiliates is limited to a total of $750,000
annually until the Settlement Amount, as defined therein, is paid. See "Certain
Relationships and Related Transactions." Effective October 18, 1997, Mr.
Jurick's employment agreement with the Company (but not the wholly-owned
subsidiaries) was amended and Mr. Jurick's annual salary under the Jurick
Employment Agreements was reduced to $410,000. Pursuant to the Management
Services Agreement, SSG reimbursed the Company for $135,414 and $46,527 in
salary payments made to Mr. Jurick in Fiscal 1998 and 1997 respectively, for the
benefit of SSG. The Management Services Agreement was amended as of October 18,
1997 to provide that SSG will no longer reimburse the Company for any of Mr.
Jurick's salary payments, but will pay Mr. Jurick directly.
Subject to certain conditions, each of the Jurick Employment Agreements
grants to Mr. Jurick severance benefits, through expiration of the respective
terms of each of such agreements, commensurate with Mr. Jurick's base salary, in
the event that his employment with the Companies terminates due to permanent
disability, without cause or as a result of constructive discharge (as defined
therein). In the event that Mr. Jurick's employment with the Companies
terminates due to termination for "cause", because Mr. Jurick unilaterally
terminates the agreements or for reasons other than constructive discharge or
permanent disability, Mr. Jurick shall only be entitled to base salary earned
through the applicable date of termination. If Mr. Jurick was terminated due to
permanent disability, without cause or as a result of constructive discharge,
the estimated dollar amount to be paid after April 3, 1998, based on the terms
of the employment contract, would be $823,000. However, the estimated amounts
to be paid is subject to certain limitations under the Settlement Agreement.
As of April 1, 1994, John P. Walker, Executive Vice President and Chief
Financial Officer, entered into a three-year employment agreement with the
Company providing for an annual compensation of $165,000 as of April 1, 1995 and
increased to $210,000 effective April 1, 1996 ("Walker Employment Agreement").
Effective January 15, 1998, the Walker Employment Agreement was terminated and
the Management Services Agreement with SSG was amended to provide that the
Company will reimburse SSG for a portion of Mr. Walker's salary and bonus, if
any, thus reducing that portion paid directly by the Company to Mr. Walker to
$0.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation and Personnel Committee, which is presently comprised of
Messrs. Brown, Steele, and Bunger, (i) makes recommendations to the full Board
concerning remuneration arrangements for executive management; (ii) administers
the Company's 1994 Stock Compensation Program; and (iii) makes such reports and
recommendations, from time to time, to the Board of Directors upon such matters
as the committee may deem appropriate or as may be requested by the Board.
Geoffrey P. Jurick serves as Chairman of the Board and Chief Executive
Officer of the Company and SSG. John P. Walker serves as Executive Vice
President and Chief Financial Officer of the Company and as President, Chief
Operating Officer and Chief Financial Officer of SSG. Mr. Walker is also a
Director of SSG. Mr. Bunger, who is a Director of the Company and SSG, serves on
the Compensation Committees of the Company and SSG. Geoffrey Jurick was also a
member of the Company's Board of Directors during Fiscal 1998 and participated
in deliberations concerning executive officer compensation.
REPORT OF COMPENSATION AND PERSONNEL COMMITTEE
The Compensation and Personnel Committee of the Board of Directors (the
"Compensation Committee"), which contains two independent non-employee
Directors, oversees the Company's executive compensation strategy. The strategy
is implemented through policies designed to support the achievement of the
Company's business objectives and the enhancement of stockholder value. The
Compensation Committee reviews, on an ongoing basis, all aspects of executive
compensation.
The Compensation Committee's executive compensation policies support the
following objectives:
The reinforcement of management's concern for enhancing stockholder
value.
The attraction and retention of qualified executives.
The provision of competitive compensation opportunities for
exceptional performance.
The basic elements of the Company's executive compensation strategy are:
BASE SALARY. Base salaries for the executive managers of the Company
represent compensation for the performance of defined functions and
assumption of defined responsibilities. The Compensation Committee reviews
each executive's base salary on an annual basis. In determining salary
adjustments, the Compensation Committee considers the Company's growth in
earnings and revenues and the executive's performance level, as well as
other factors relating to the executive's specific responsibilities. Also
considered are the executive's position, experience, skills, potential for
advancement, responsibility, and current salary in relation to the expected
level of pay for the position. The Compensation Committee exercises its
judgment based upon the above criteria and does not apply a specific
formula or assign a weight to each factor considered.
ANNUAL INCENTIVE COMPENSATION. At the beginning of each year, the
Board of Directors establishes performance goals of the Company for that
year, which may include target increases in sales, net income and earnings
per share, as well as more subjective goals with respect to marketing,
product introduction and expansion of customer base.
LONG-TERM INCENTIVE COMPENSATION. The Company's long-term incentive
compensation for management and employees consists of the 1994 Stock
Compensation Program.
The Compensation Committee views the granting of stock options as a
significant method of aligning management's long-term interests with those of
the stockholders. The Compensation Committee determines awards to executives
based on its evaluation of criteria that include responsibilities, compensation,
past and expected contributions to the achievement of the Company's long-term
performance goals. Stock options are designed to focus executives on the long-
term performance of the Company by enabling executives to share in any increases
in value of the Company's stock.
The Compensation Committee encourages executives, individually and
collectively, to maintain a long-term ownership position in the Company's stock.
The Compensation Committee believes this ownership, combined with a significant
performance-based incentive compensation opportunity, forges a strong linkage
between the Company's executives and its stockholders.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Mr. Geoffrey P. Jurick is the Chief Executive Officer, Chairman of the
Board of Directors and President of the Company. The Compensation Committee
considered the Company's results in all aspects of its business, and the terms
of his employment agreement with the Company, in its review of Mr. Jurick's
performance during Fiscal 1998.
Mr. Jurick's annual compensation, comprised of annual base salary of
$411,600, is consistent with the Committee's targeted annual compensation level
and with the limitations established by the Settlement Agreement (See - "Certain
Relationships and Related Transactions - Certain Outstanding Common Stock").
Mr. Jurick reduced his salary by $80,000 in Fiscal 1998 as a result of SSG
paying Mr. Jurick directly.
POLICY ON QUALIFYING COMPENSATION
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), for tax years beginning on or after January 1, 1994, provides that
public companies may not deduct in any year compensation in excess of $1 million
paid to any of the individuals named in the Summary Compensation Table that is
not, among other requirements, "performance based," as defined in Section
162(m). None of the named individuals received compensation in excess of $1
million during Fiscal 1998, 1997 or 1996. The Company's policy is to qualify, to
the extent reasonable, its executive officers' compensation for deductibility
under applicable tax laws. However, the Board of Directors believes that its
primary responsibility is to provide a compensation program that will attract,
retain and reward the executive talent necessary to the Company's success.
Consequently, the Board of Directors recognizes that the loss of a tax deduction
could be necessary in some circumstances.
COMPENSATION AND PERSONNEL COMMITTEE
Raymond L. Steele, Chairman
Robert H. Brown, Jr.
Peter G. Bunger
The foregoing report of the Compensation and Personnel Committee shall not
be deemed incorporated by reference by any general statement incorporating by
reference the Proxy Statement into any filing under the Securities Act of 1933
or the Securities Exchange Act of 1934 except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under either act.
COMPARISON OF CUMULATIVE TOTAL RETURN
PERFORMANCE GRAPH
The graph below compares the cumulative total stockholders'
return on the Company's Common Stock for the period December 22, 1994 (the date
on which the Company's Common Stock began trading on the American Stock
Exchange) to April 3, 1998, with the cumulative total return over the same
period of the American Stock Exchange and a peer group of companies selected by
the Company for purposes of comparison, which includes Cobra Electronics Corp.,
Matsushita Electric Industrial Co. Ltd., Philips Electronics N.V., Sony Corp.
and Zenith Electronics Corp. The peer group assumes the investment of $100 in
the Company's Common Stock, on December 22, 1994 and reinvestment of all
dividends. The information in the graph was provided by Media General Financial
Services ("MGFS"). The comparison of the returns are as follows:
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COMPARISON OF CUMULATIVE TOTAL RETURN OF
EMERSON RADIO CORP., PEER GROUP INDEX
AND BROAD MARKET INDEX
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FISCAL YEAR ENDING
COMPANY/INDEX/MARKET 1994 1995 1996 1997 1998
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Emerson Radio Corp. 100 135.14 110.81 45.95 18.92
Peer Group Index 100 103.95 114.52 141.47 142.79
NASDAQ Market Index 100 102.95 138.47 154.92 234.12
</TABLE>
The Customer Selected Stock List is made up of the following securities:
COBRA ELECTRONICS CORP.
MATSUSHITA ELEC IND CO
PHILIPS ELECTRONICS NV
SONY CORP
ZENITH ELECTRONICS CORP.
The stock price performance depicted in the above graph is not necessarily
indicative of future price performance. The Corporate Performance Graph will
not be deemed to be incorporated by reference in any filing by the Company under
the Securities Act or the Exchange Act except to the extent that the Company
specifically incorporates the graph by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
SPORT SUPPLY GROUP, INC.
On August 1, 1996, the Company and Emerson Radio (Hong Kong) LTD. ("Emerson
HK"), filed a Schedule 13D with the SEC. Pursuant to the Schedule 13D, Emerson
HK reported that it acquired 669,500 shares of SSG's Common Stock (the "Initial
Shares").
On December 10, 1996, the Company acquired directly from SSG (i) an
additional 1,600,000 shares of newly-issued SSG Common Stock (the "New Shares")
for an aggregate consideration of $11,500,000, or approximately $7.19 per share,
and (ii) 5-year warrants to acquire an additional 1,000,000 shares of SSG
Common Stock at an exercise price of $7.50 per share, subject to standard anti-
dilution adjustments (the "Emerson Warrants") for an aggregate consideration of
$500,000 ("Emerson Agreement").
Prior to the exercise of any of the Emerson Warrants, the Company and
Emerson HK own approximately 30% of the issued and outstanding shares of SSG
Common Stock. If all of the Emerson Warrants are exercised by the Company, the
Company will own approximately 39% of the issued and outstanding shares of SSG
Common Stock.
Pursuant to a Registration Rights Agreement (the "Registration Rights
Agreement"), SSG granted to the Company and Emerson HK certain demand and
incidental registration rights with respect to the resale of the shares of SSG
Common Stock they own, as well as on the exercise and resale of the shares of
SSG Common Stock the Company may acquire under the Warrant Agreement governing
the Emerson Warrants.
The total consideration paid by the Company pursuant to the Emerson
Agreement was $12 million, of which $11,500,000 was attributable to the
1,600,000 New Shares and $500,000 was attributable to the Emerson Warrants. The
$12,000,000 purchase price was borrowed by the Company from Congress Financial
Corporation ("Congress"), the Company's United States senior secured lender,
under the terms of the Company's existing credit facility and in accordance with
the terms of the consent obtained from Congress. Pursuant to a Pledge and
Security Agreement as amended, the Company has pledged to Congress 500,000 of
the New Shares together with all proceeds thereof and all dividends and other
income and distributions thereon or with respect thereto and all rights of the
Company to have such New Shares registered under the Registration Rights
Agreement.
Pursuant to the Emerson Agreement, SSG also caused a majority of the
members of its Board of Directors to consist of the Company's designees. SSG's
Board of Directors now includes the following people that are associated with
the Company: Geoffrey P. Jurick, Director, Chairman, and Chief Executive Officer
of Emerson and SSG; John P. Walker, Executive Vice President and Chief Financial
Officer of Emerson and President, Director, Chief Operating Officer and Chief
Financial Officer of SSG; and Peter G. Bunger, a Director of both companies and
member of the Compensation Committee of each Company. Mr. Jurick has employment
agreements with the Company and SSG. Messrs. Jurick and Walker split their time
between the two companies.
MANAGEMENT SERVICES AGREEMENT
During Fiscal 1997, SSG and the Company entered into a Management Services
Agreement, which was amended in Fiscal 1998, in an effort to utilize SSG's
excess capacity and to enable the Company to reduce certain costs. The
Management Services Agreement implements a program whereby SSG performs certain
services for the Company in exchange for a fee. The services include payroll,
banking, computer/management information systems, payables processing, warehouse
services (including subleasing warehouse storage space), provision of office
space, design services and financial management services. During Fiscal 1998,
SSG also reimbursed the Company for the sharing of certain employees. The
Management Services Agreement may be terminated by either party upon sixty (60)
days' prior notice. Termination of the Management Services Agreement could have
a material adverse effect on the Company and its results of operations. The
Company was billed $272,000 and $3,000 for services provided with respect to the
above mentioned agreement during Fiscal 1998 and 1997 respectively. Effective
October 18, 1997, SSG began paying Mr. Jurick directly for his services.
Effective January 15, 1998, the Company began reimbursing SSG for base salary
and bonus paid to Mr. Walker for the Company's benefit in lieu of paying Mr.
Walker directly. The Company billed SSG approximately $135,000 and $47,000
towards Mr. Jurick's salary during Fiscal 1998 and 1997 respectively. The
Company owed SSG approximately $57,000 for services as of April 3, 1998.
CERTAIN OUTSTANDING COMMON STOCK
Pursuant to the Company's bankruptcy restructuring plans on March 31, 1994,
30 million shares of the Company's Common Stock were issued to GSE Multimedia
Technologies Corporation ("GSE"), Fidenas International Limited, L.L.C. ("FIN")
and Elision International, Inc. ("Elision"). GSE, FIN and Elision (the
"Affiliated Entities") are all affiliates of Geoffrey P. Jurick, the Company's
Chairman of the Board, Chief Executive Officer and President. On June 11, 1996,
a Stipulation of Settlement and Order (the "Settlement Agreement") was
executed in proceedings before the United States District Court for the District
of New Jersey, which settles various legal proceedings in Switzerland, the
Bahamas and the United States. The Settlement Agreement provides for, among
other things, the payment by Mr. Jurick and his Affiliated Entities of $49.5
million to various claimants of Mr. Jurick and the Affiliated Entities (the
"Creditors"), to be paid from the proceeds of the sale of certain of the 29.2
million shares of Emerson common stock (the "Settlement Shares") owned by the
Affiliated Entities. In addition, Mr. Jurick is to be paid the sum of $3.5
million from the sale of the Settlement Shares. The Settlement Shares are to be
sold over an indeterminate period of time by a financial advisor, TM Capital
(the "Advisor") pursuant to marketing plan taking into consideration (i) the
interests of Emerson's minority stockholders, and (ii) the goal of generating
sufficient proceeds to pay the Creditors and Mr. Jurick as quickly as possible.
The Settlement Shares have been divided into two pools. The Pool A Shares
currently consist of 15.3 million shares of Emerson's common stock. The Pool B
Shares currently consist of the number of Emerson shares with respect to which
Mr. Jurick must retain beneficial ownership of voting power to avoid an event of
default arising out of a change of control pursuant to the terms of the
Company's Loan and Security agreement with a U.S. financial institution (the
"Lender") and/or the Indenture governing the Company's 8-1/2% Senior
Subordinated Convertible Debentures Due 2002 (the "Debentures"). Sales of the
Settlement Shares may be made pursuant to a registered offering if the sales
price is not less than 90% of the average of the three most recent closing
prices (the "Average Closing Price"), or, other than in a registered offering,
of up to 1% per quarter of the Emerson common stock outstanding, if the sales
price is not less than 90% of the Average Closing Price. Any other attempted
sales are subject to the consent of the Company, Mr. Jurick, the Creditors, and,
if necessary, the United States District Court in Newark, New Jersey.
All of the Settlement Shares secure payment of the $49.5 million owed
to the Creditors on a first priority basis. Any Creditor may apply to the Court
for an order to terminate the Settlement Agreement if certain events occur.
Such events include, without limitation, delisting of the Settlement Shares from
a national securities exchange or a determination that there is no reasonable
prospect that the goals contemplated by the Settlement Agreement can be
achieved. In November 1997, Petra Stelling and Barclays Bank filed a motion with
the Court for an order (i) terminating the Settlement Agreement on the ground
that there is no reasonable prospect that the goals contemplated by the
Settlement Agreement can be accomplished, and (ii) granting the Creditors
authorization to exercise all the rights and remedies provided by the Settlement
and Pledge Agreements in the event of termination including authorizing the
Collateral Agent to sell the Emerson Shares to fund payment of the Settlement
Amount and to vote the Emerson Shares pending such sale, directing the entry and
release of the Consent Judgments, authorizing Petra Stelling to enforce the
Swiss Judgment and for such other relief as the Court deems appropriate. The
Company and Mr. Jurick responded, the Creditors replied and hearings were held
in April and July 1998. No decision has been rendered by the Court. The
Company has been advised through the filing by Oaktree, and certain affiliated
entities, of a Schedule 13D, dated May 22, 1998, as amended by Amendment No. 1,
dated December 15, 1998 ("Schedule 13D"), that Oaktree has made a proposal to
the Creditors to purchase the Settlement Shares, subject to certain conditions.
The Schedule 13D also states that the Creditors have advised Oaktree that they
will recommend to the Court that Oaktree be permitted to commence a due
diligence investigation of the Company as contemplated by the proposal and have
indicated their support of the proposal.
If the Court enters an order terminating the Settlement Agreement, the
Creditors may take any action permitted by law to execute the Consent Judgments
given to them in connection with the Settlement Agreement to collect the unpaid
balance (including, without limitation, foreclosing on the Settlement Shares).
If the Creditors foreclose on the Settlement Shares and such foreclosure results
in a change of control (as defined in the Senior Secured Credit Facility), such
foreclosure will be deemed an event of default under the Company's Senior
Secured Credit Facility entitling the holders to accelerate payment of such
indebtedness. In addition, if a change of control (as defined in the Indenture
governing the Debentures) occurs, each of the holders of the Debentures, subject
to the right of the Senior Secured Creditors to impose a 120 day payment block,
has the right to require the Company to repurchase its Debentures at the par
value thereof plus accrued but unpaid interest. Such repurchases may have a
material adverse effect on the Company's future business activities.
In 1994, Petra and Donald Stelling ("the Stellings"), two of the Creditors
filed a complaint with the Swiss Authorities alleging that Messrs. Jurick and
Jerome H. Farnum ("Farnum"), directors of the Company, had conducted banking
operations in Switzerland without appropriate licenses and that Messrs. Jurick,
Farnum, and Peter G. Bunger ("Bunger"), also a director of the Company, engaged
in improper activities in the financing of the Plan of Reorganization.
Although, as part of the settlement discussed herein, the Stellings and other
affected parties requested the discontinuance of the criminal investigations of
these individuals, the matter is presently pending before a Swiss Court.
No trial date has been scheduled to date. The Federal Banking Commission
of Switzerland previously issued a decree purporting to determine that certain
entities affiliated with Messrs. Jurick and Farnum were subject to Swiss banking
laws and had engaged in banking activities without a license.
FUTURE TRANSACTIONS AND LOANS
The Company has adopted a policy that all future affiliated transactions
and loans will be made or entered into on terms no less favorable to the Company
than those that can be obtained from unaffiliated third parties. In addition,
all future affiliated transactions and loans, and any forgiveness of loans, 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.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended ("Section
16(a)") requires the Company's officers and Directors, and persons who own more
than 10% of a registered class of the Company's equity securities to file
reports of ownership and changes in ownership with the SEC and the American
Stock Exchange. Officers, Directors and greater than 10% stockholders are
required by certain regulations to furnish the Company with copies of all
Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, the
Company believes that, during the year ended April 3, 1998, its officers,
Directors and greater than 10% beneficial owners have complied with all
applicable filing requirements with respect to the Company's equity securities.
STOCKHOLDER PROPOSALS
A proper proposal submitted by a stockholder in accordance with applicable
rules and regulations for presentation at the Company's next annual meeting that
is received at the Company's principal executive office by August 19, 1999 will
be included in the Company's proxy statement and form of proxy for that meeting.
If a stockholder desires to bring a proposal before the next annual meeting and
such proposal is not timely submitted for inclusion in the Company's proxy
statement, the proposal must be received by the Company no later than November
1, 1999.
PERSONS MAKING THE SOLICITATION
The enclosed proxy is solicited on behalf of the Board of Directors of the
Company. The cost of soliciting proxies in the accompanying form will be paid
by the Company. Officers of the Company may solicit proxies by mail, telephone
or telegraph. Upon request, the Company will reimburse brokers, dealers, banks
and trustees, or their nominees, for reasonable expenses incurred by them in
forwarding proxy material to beneficial owners of shares of the Common Stock.
The Company has retained the services of American Stock Transfer & Trust Company
to solicit proxies by mail, telephone, telegraph or personal contact. The
estimated cost of the solicitation will be approximately $20,000 plus out-of-
pocket expenses.
INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP, independent certified public accountants, has been
selected by the Board of Directors as the Company's independent auditor for the
current year. A representative of Ernst & Young LLP is expected to be present
at the Annual Meeting, will have an opportunity to make a statement if he
desires to do so and is expected to be available to respond to appropriate
questions.
OTHER MATTERS
The Board of Directors is not aware of any matter to be presented for
action at the meeting other than the matters set forth herein. Should any other
matter requiring a vote of stockholders arise, the proxies in the enclosed form
confer upon the person or persons entitled to vote the shares represented by
such proxies discretionary authority to vote the same in accordance with their
best judgment in the interest of the Company.
FINANCIAL STATEMENTS
The Company will provide a copy of the Company's Annual Report on Form 10-K
for the fiscal year ended April 3, 1998 (exclusive of exhibits), without charge,
to each person to whom a copy of this Proxy Statement is delivered, upon the
written or oral request of such person. Requests should be directed to Investor
Relations (Attention: Elizabeth J. Calianese, Vice President-Human Resources
and Secretary), Emerson Radio Corp., Nine Entin Road, Parsippany, New Jersey
07054.
By Order of the Board of Directors,
ELIZABETH J. CALIANESE
Vice President-Human Resources
and Secretary
December 17, 1998
EMERSON RADIO CORP.
Board of Directors Proxy for the Annual Meeting
of Stockholders at 2:00 p.m. (local time), Thursday, January 28, 1999
Bent Tree Country Club
5201 Westgrove Drive
Dallas, Texas 75248
The undersigned Stockholder of Emerson Radio Corp. (the "Company") hereby
appoints Geoffrey P. Jurick and John P. Walker, or either of them, as proxies,
each with full powers of substitution, to vote the shares of the undersigned at
the above stated Annual Meeting and at any adjournment(s) thereof.
(Continued on reverse side)
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Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
EMERSON RADIO CORP.
JANUARY 28, 1999
Please Detach and Mail in the Envelope Provided
X
Please mark your
votes as in this
example.
FOR all nominees listed WITHHOLD AUTHORITY
at right (except as to vote for all nominees
provided to the contrary at right
below)
1. To elect five Nominees:
directors for a Geoffrey P. Jurick
one-year term Peter G. Bunger
Stephen H. Goodman
Raymond L. Steele
Jerome H. Farnum
INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below:
2. To transact such other business as may properly come before the meeting and
any adjournment(s) thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE VOTED IN
ACCORDANCE WITH THE SPECIFICATIONS MADE HEREON. IF A CHOICE IS NOT INDICATED
WITH RESPECT TO ITEM (1), THIS PROXY WILL BE VOTED "FOR" SUCH ITEM. THE PROXIES
WILL USE THEIR DISCRETION WITH RESPECT TO ANY MATTER REFERRED TO IN ITEM (2).
THIS PROXY IS REVOCABLE AT ANY TIME BEFORE IT IS EXERCISED.
Receipt herewith of the Company's 1998 Annual Report and Notice of Meeting and
Proxy Statement, dated December 17, 1998, is hereby acknowledged.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
PLEASE SIGN, DATE AND MAIL TODAY.
SIGNATURE______________________________________ DATE _________________________
SIGNATURE______________________________________ DATE _________________________
IF HELD JOINTLY
NOTE: (Joint owners must EACH sign. Please sign EXACTLY as your name(s)
appear(s) on this card. When signing as attorney, trustee, executor,
administrator, guardian or corporate officer, please give your FULL title.)
