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<SEC-DOCUMENT>0001125282-06-001041.txt : 20060215
<SEC-HEADER>0001125282-06-001041.hdr.sgml : 20060215
<ACCEPTANCE-DATETIME>20060215121228
ACCESSION NUMBER:		0001125282-06-001041
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060214
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060215
DATE AS OF CHANGE:		20060215

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:		06620627

	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>b411765_8k.txt
<DESCRIPTION>8-K
<TEXT>
<PAGE>

                       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): February 14, 2006

                               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 Address, if changed since Last Report) (Zip Code)

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

[ ]  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 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On February 14, 2006, Emerson Radio Corp. (the "Registrant") issued a
press release regarding results for the quarter ended December 31, 2005. A copy
of this press release is being furnished as Exhibit 99.1 to this Current Report
on Form 8-K.

         The information in this report under Item 2.02 is being furnished
pursuant to Item 2.02 of Form 8-K, insofar as it discloses historical
information regarding the Registrant's results of operations and financial
condition as of, and for the quarter ended December 31, 2005. In accordance with
General Instructions B.2 of Form 8-K, the information in this Current Report on
Form 8-K under Item 2.02, including Exhibit 99.1, shall not be deemed "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liability of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, except as shall be expressly set forth by specific reference in such
a filing.

Forward Looking Statements

This Current Report on Form 8-K, including Exhibit 99.1, contains
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, such as the Registrant's
expected revenues for the fiscal year ending March 31, 2006. Forward-looking
statements typically are identified by use of terms such as "may," "will,"
"should," "plan," "expect," "anticipate," "estimate" and similar words, although
some forward-looking statements are expressed differently. Forward-looking
statements represent our management's judgment regarding future events. Although
the Registrant believes that the expectations reflected in such forward-looking
statements are reasonable, the Registrant can give no assurance that such
expectations will prove to be correct. All statements other than statements of
historical fact included in this Current Report on Form 8-K are forward-looking
statements. The Registrant cannot guarantee the accuracy of the forward-looking
statements, and you should be aware that the Registrant's actual results could
differ materially from those contained in the forward-looking statements due to
a number of factors, including the statements under "Risk Factors" contained in
the Registrant's reports filed with the Securities and Exchange Commission.


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 February 14, 2006


                                      -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: February 14, 2006


                                      -3-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>b411765_ex99-1.txt
<DESCRIPTION>EX-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) 428-2085

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

Tuesday, February 14, 2006

                              FOR IMMEDIATE RELEASE

EMERSON RADIO ANNOUNCES FISCAL 2006 THIRD QUARTER FINANCIAL RESULTS

EARNINGS PER SHARE FOR THREE AND NINE MONTHS ENDING DECEMBER 31, 2005 FROM
CONTINUING AND DISCONTINUED OPERATIONS WERE $0.05 AND $0.58 PER SHARE

                  COURT DISMISSES 2003 SECURITIES CLASS ACTION

PARSIPPANY, NJ, February 14, 2006 -- Emerson Radio Corp. (AMEX:MSN) today
reported consolidated financial results for the quarter ended December 31, 2005
(third quarter of fiscal 2006).

Earnings per share for the December 2005 quarter from continuing operations
totaled $.05 per share as compared to $0.11 in the prior year. Earnings per
share for the nine month period were $0.10 per share as compared to $0.22 per
share for the prior year. Continued and discontinued operations totaled $0.05
and $0.58 per share for the three and nine months ended December 31, 2005,
respectively.

Net Revenues for the third quarter of fiscal 2006 decreased by 4.8% to $76.5
million from $80.3 million for the third quarter of fiscal 2005 and increased by
2.5% to $192.7 million for the nine month period ended December 31, 2005 from
$188.1 million. Despite strong themed product sales, there was a decrease in net
revenues for the quarter primarily resulting from a decrease in sales of
Emerson(R) branded audio products, combined with a decrease in licensing
revenues. For the nine month period, the increase was attributable to increased
themed product sales offset by reductions in traditional Emerson(R) branded
audio product sales and licensing revenues. Gross margins decreased to 12.8%
from 13.4% and to 13.0% from 14.9% for the three and nine months ended December
31, 2005 as compared to the same periods in the prior year. Decreased margins in
both periods were the result of sales of lower margin products partially due to
a special holiday promotion which was completed in the December quarter, and
decreased licensing revenues.


                                      -1-
<PAGE>

Emerson Radio News Release                                                Page 2

Geoffrey P. Jurick, Chairman & Chief Executive Officer of Emerson Radio, stated,
"Our revenues for the quarter were mixed and, while the results concerning our
Nickelodeon(TM) brand of products were very strong, we experienced a softness of
demand in our existing audio category as we transition along with the industry
to the world of digital format. We believe that the introduction of our iPod(R)
compatible line of products, along with new and innovative youth oriented
products will reverse the softness in sales of traditional audio products. Our
microwave category continues to gain market share, and we expect this trend to
continue through the remainder of our fiscal year and the first half of fiscal
2007."

Mr. Jurick continued, "Emerson's balance sheet, with its strong cash position,
coupled with our $45 million banking facility puts Emerson in a very strong
position to move forward".

Mr. Jurick commented, "During the December quarter, we accomplished several
important goals: the completion of our $45 million credit facility with Wachovia
Bank; the extension of our Funai licensing agreement to December 2007; the
dismissal of the Class Action Litigation that started in 2003; the introduction
of our line of iPod(R) compatible products; and the completion of an agreement
to lease warehouse space which is anticipated to have future cost savings. We
expect revenues on a full year basis for fiscal 2006 to approximate those of
fiscal 2005. We also expect our licensing revenues to stabilize and improve in
the future with increased introductions of LCD and Plasma TV's and related
products by our licensee as these products move into the price range of an
Emerson consumer. In an effort to remain a household name brand in the consumer
electronics marketplace, Emerson spent in excess of $1.9 million in marketing,
promotion and advertising costs for the nine months ending December 31, 2005. In
summary, we see the present and upcoming fiscal years as a transition period
during which the Company moves toward the introduction of new products through
the iPod(R) compatible, LCD and Plasma categories."

For the past two years, Emerson has been defending a consolidated putative class
action suit captioned In Re Emerson Radio Corp. Securities Litigation, filed in
the United States District Court for the District of New Jersey ("the Class
Action Litigation"). By a recent Opinion and Order, the Court granted the
defendants' motion to dismiss the complaint in the Class Action Litigation
without prejudice and granted the plaintiffs leave to amend their pleading
consistent with the Court's Opinion and Order.

During the quarter ended December 31, 2005, Mr. Jurick completed the sale of 10
million shares of Emerson's common stock to a subsidiary of the Grande Holdings
Limited. The Company expects that the relationship with Grande will evolve into
a strong strategic partnership.

This release also contains "forward-looking statements" made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995,
such as the Company's outlook for fourth quarter revenues and revenues generated
by the Company's iPod(R) compatible product line. 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.

iPod is a trademark of Apple Computer, Inc. registered in the U.S. and other
countries.


                                      -2-
<PAGE>

Emerson Radio News Release                                                Page 3


                      EMERSON RADIO CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                    UNAUDITED
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                            Three Months Ended                          Nine Months Ended
                                                            ------------------                          -----------------
                                                     December 31,          December 31,         December 31,        December 31,
                                                        2005                  2004                 2005                2004
<S>                                               <C>                   <C>                   <C>               <C>
NET REVENUES                                      $       76,514        $       80,345        $     192,737     $      188,051
                                                 -------------------   -------------------   ----------------  ---------------------

COSTS AND EXPENSES:
   Cost of sales                                          66,555                69,607              167,577            160,010

   Other operating costs and expenses                      1,823                 1,127                4,663              4,057

   Selling, general and administrative expenses            5,588                 4,621               14,810             13,626
   Acquisition costs recovered
                                                             ---                   (29)                 ---               (204)
   Stock based compensation                                   90                    68                  260                168
                                                 -------------------   -------------------   ----------------  ---------------------
                                                          74,056                75,394              187,310            177,657
                                                 -------------------   -------------------   ----------------  ---------------------

OPERATING  INCOME                                          2,458                 4,951                5,427             10,394

 Interest expense, net                                       370                   400                  976                964

                                                 -------------------   -------------------   ----------------  ---------------------
INCOME BEFORE INCOME TAXES AND DISCONTINUED
  OPERATIONS                                               2,088                 4,551                4,451              9,430

   Provision (benefit) for income taxes                      693                 1,632                1,638              3,590
                                                 -------------------   -------------------   ----------------  ---------------------
INCOME FROM CONTINUING OPERATIONS                          1,395                 2,919                2,813              5,840
Income (loss) from discontinued operations,
  net of tax                                                 ---                (1,014)                 271                 31

   Gain on sale of Sport Supply Group, Inc
     net of tax                                              ---                   ---               12,646                ---
                                                 -------------------   -------------------   ----------------  ---------------------
INCOME (LOSS) FROM DISCONTINUED OPERATIONS                   ---                (1,014)              12,917                 31
                                                 -------------------   -------------------   ----------------  ---------------------
NET INCOME                                        $        1,395        $        1,905        $      15,730     $        5,871
                                                 ===================   ===================   ================  =====================

BASIC NET INCOME (LOSS) PER SHARE

   Continuing operations                          $         0.05       $          0.11        $        0.10     $         0.22
   Discontinued operations
                                                             ---                 (0.04)                0.48               0.00
                                                 -------------------   -------------------   ----------------  ---------------------
                                                  $         0.05       $          0.07        $        0.58     $         0.22
                                                 ===================   ===================   ================  =====================

DILUTED NET INCOME (LOSS) PER SHARE

   Continuing operations                          $         0.05       $          0.11        $        0.10     $         0.22
   Discontinued operations                                   ---                 (0.04)                0.48               0.00
                                                 -------------------   -------------------   ----------------  ---------------------
                                                  $         0.05       $          0.07        $        0.58     $         0.22
                                                 ===================   ===================   ================  =====================

WEIGHTED AVERAGE SHARES OUTSTANDING
   Basic                                                  27,048                27,103              27,089                26,938
   Diluted                                                27,149                27,239              27,182                27,241
</TABLE>


                                      -3-
<PAGE>

Emerson Radio News Release                                                Page 4




                      EMERSON RADIO CORP. AND SUBSIDIARIES
                       CONSOLIDATED SUMMARY BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                     December 31,                March 31,
                                                                                         2005                       2005
                                                                                ----------------------    -------------------
                                                                                    (Unaudited)
<S>                                                                              <C>                       <C>
Cash and cash equivalents                                                        $        16,383           $        7,437
Accounts receivable                                                                       26,691                   17,484
Inventory                                                                                 38,513                   38,156
Other current assets                                                                       6,269                   38,938
                                                                                ----------------------    -------------------
     TOTAL CURRENT ASSETS                                                                 87,856                  102,015
Property and equipment                                                                     2,560                    2,292
Other assets                                                                               7,363                   26,861
                                                                                ----------------------    -------------------
     TOTAL ASSETS                                                                $        97,779           $      131,168
                                                                                ======================    ===================
Current liabilities                                                              $        28,093           $       45,899
Long-term borrowings                                                                         597                   14,970
Minority interest in discontinued operations                                                 ---                   16,696
Stockholders' equity                                                                      69,089                   53,603
                                                                                ----------------------    -------------------
     TOTAL LIABILITIES AND EQUITY                                                $        97,779           $      131,168
                                                                                ======================    ===================
</TABLE>


                                      -4-
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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