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<SEC-DOCUMENT>0001125282-05-006340.txt : 20051205
<SEC-HEADER>0001125282-05-006340.hdr.sgml : 20051205
<ACCEPTANCE-DATETIME>20051205080414
ACCESSION NUMBER:		0001125282-05-006340
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20051130
ITEM INFORMATION:		Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20051205
DATE AS OF CHANGE:		20051205

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EMERSON RADIO CORP
		CENTRAL INDEX KEY:			0000032621
		STANDARD INDUSTRIAL CLASSIFICATION:	HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651]
		IRS NUMBER:				223285224
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0402

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-07731
		FILM NUMBER:		051242718

	BUSINESS ADDRESS:	
		STREET 1:		NINE ENTIN RD
		STREET 2:		PO BOX 430
		CITY:			PARSIPPANY
		STATE:			NJ
		ZIP:			07054-0430
		BUSINESS PHONE:		9738845800

	MAIL ADDRESS:	
		STREET 1:		NINE ENTIN RD
		CITY:			PARSIPPANY
		STATE:			NJ
		ZIP:			07054

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MAJOR ELECTRONICS CORP
		DATE OF NAME CHANGE:	19770921
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>b410119_8k.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>
<PAGE>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

      Date of Report (Date of earliest event reported): November 30, 2005

                              EMERSON RADIO CORP.
               (Exact Name of Registrant as Specified in Charter)

     Delaware                       0-25226                    22-3285224
- ------------------               -------------              -------------------
 (State Or Other                  (Commission                (IRS Employer
 Jurisdiction Of                  File Number)              Identification No.)
  Incorporation)

                   9 Entin Road, Parsippany, New Jersey 07054
                   ------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)

       Registrant's telephone number, including area code: (973) 884-5800

                                 Not Applicable
                                 --------------
         (Former Name or Former Address, if changed since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



<PAGE>

ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD; TRANSFER OF LISTING.

On November 30, 2005, the staff of The American Stock Exchange ("AMEX") notified
Emerson Radio Corp. ("Emerson") that it is not in compliance with the audit
committee composition requirements set forth in Section 121(B)(2) of the Amex
Company Guide (the "Company Guide") due to Emerson's failure to maintain an
audit committee of at least three directors, each of whom satisfies the
independence standards specified in Section 121A and Rule 10A-3 under the
Securities and Exchange Act of 1934. As a result of the untimely death of Robert
H. Brown, Jr., a former director and audit committee member of Emerson, in
August 2005, Emerson's Audit Committee consists of only two directors, each of
whom satisfies the audit committee independence standards.

The AMEX notice requires that Emerson take prompt corrective action to resolve
its audit committee deficiency and regain compliance with AMEX requirements by
March 1, 2006. Emerson intends to promptly take all necessary actions to regain
compliance with the AMEX requirements by the March 1, 2006 deadline. Emerson's
common stock continues to trade on AMEX.

The AMEX staff has determined not to apply the continued listing evaluation and
follow-up procedures specified in Section 1009 of the Company Guide. Failure to
resolve the continued listing deficiency described above within the specified
time frame, or subsequent failure to comply with any other continued listing
requirements will result in the staff of AMEX assessing Emerson's continued
listing eligibility, including, as applicable, the application of the continued
listing evaluation and follow-up procedures specified in Section 1009 of the
Company Guide, and/or the initiation of delisting proceedings.

On December 5, 2005, Emerson issued a press release disclosing the receipt of
the AMEX notice, a copy of which is attached hereto as Exhibit 99.1.


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c) Exhibits

As described above, the following Exhibit is furnished as part of this Current
Report on Form 8-K:

         Exhibit 99.1 - Press release dated December 5, 2005

                                       -2-
<PAGE>



                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                          EMERSON RADIO CORP.


                                      By: /s/ Guy A. Paglinco
                                         -----------------------------------
                                           Name:  Guy A. Paglinco
                                           Title: Vice President and Chief
                                                  Financial Officer

Dated:  December 5, 2005










                                       -3-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>b410119ex_99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>



                                                                   Exhibit 99.1


[EMERSON LOGO]


- -------------------------------------------------------------------------------

                               NEWS & INFORMATION

- -------------------------------------------------------------------------------

FOR:       EMERSON RADIO CORP.
           9 Entin Road
           Parsippany, NJ 07054-0430

CONTACT:   EMERSON RADIO CORP.           OR:     INVESTOR RELATIONS:
           Guy A. Paglinco                       Robert Maffei
           Vice President,                       Investor Relations Manager
           Chief Financial Officer               (973) 428-2098
           (973) 428-2413

                                                 EPOCH FINANCIAL GROUP, INC.
                                                 Victor Thompson or
                                                 Todd Atenhan
                                                 (888) 917-5105

Monday, December 5, 2005

                              FOR IMMEDIATE RELEASE


            EMERSON RADIO RECEIVES NOTICE OF NON-COMPLIANCE FROM AMEX


PARSIPPANY, NJ -- December 5, 2005 -- Emerson Radio Corp. (AMEX: MSN) today
announced that, on November 30, 2005, it was notified by The American Stock
Exchange ("AMEX") that it will have until March 1, 2006 to regain compliance
with the requirements of Section 121(B)(2) of the AMEX rules that it have an
Audit Committee consisting of at least three directors, each of whom satisfies
the independence standards set forth in Section 121A of the AMEX rules and Rule
10A-3 under the Securities and Exchange Act of 1934. As a result of the untimely
death of Robert H. Brown, Jr., a former director and audit committee member of
Emerson, in August 2005, Emerson's Audit Committee consists of only two
directors, each of whom satisfies the audit committee independence standards.
Emerson intends to promptly take all necessary actions to regain compliance with
the AMEX requirements by the March 1, 2006 deadline. Emerson's common stock
continues to trade on AMEX.

Emerson Radio Corp. (AMEX:MSN - News), founded in 1948, is headquartered in
Parsippany, N.J. The Company designs, markets and licenses, throughout the
world, full lines of televisions and other video products, microwave ovens,
clocks, clock radios, audio and home theater products.

This release contains "forward-looking statements" made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995,
including the Company's ability to regain AMEX compliance. Forward-looking
statements reflect management's current knowledge, assumptions, judgment and
expectations regarding future performance or events. Although management
believes that the expectations reflected in such statements are reasonable, they
give no assurance that such expectations will prove to be correct and you should
be aware that actual results could differ materially from those contained in the
forward-looking statements. Forward-looking statements are subject to a number
of risks and uncertainties, including the risk factors detailed in the Company's
reports as filed with the Securities and Exchange Commission. The Company
assumes no obligation to update the information contained in this news release.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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