##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q/A
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2008
 Or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the transition period from  to
 Commission file number 001-07731
 EMERSON RADIO
CORP.
  DELAWARE
    
    22-3285224(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)9 Entin Road Parsippany, New Jersey
    
    07054(Address of principal executive offices)
    
    (Zip code)
 
 
 þ o
  o Large accelerated filer
o Accelerated filer
o Non-accelerated filer (Do not check if a smaller reporting company)
þ Smaller reporting company o þ




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##### 



EXPLANATORY NOTE
   ®
    As originallyreported:
    
    As restated:
    
    Variance:Statement of Operations DataNet revenues
    
    $
    55,094
    
    
    $
    53,993
    
    
    $
    (1,101
    )Operating income (loss)
    
    $
    1,049
    
    
    $
    (52
    )
    
    $
    (1,101
    )Net income
    
    $
    687
    
    
    $
    26
    
    
    $
    (661
    )Earnings per share 
basic and diluted
    
    $
    .03
    
    
    $
    
    
    
    $
    (.03
    )
   
 TABLE OF CONTENTS
 PART I  FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Item 2. Managements Discussion and Analysis of Results of Operations and Financial Condition
    
    
    14Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4. Controls and Procedures
    
    
    20PART II  OTHER INFORMATION
    
    
    22Item 1. Legal Proceedings
    
    
    22Item 1A. Risk Factors
    
    
    22ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22ITEM 3. Defaults Upon Senior Securities
    
    
    22ITEM 4. Submission of Matters to a Vote of Security Holders
    
    
    22ITEM 5. Other Information
    
    
    23ITEM 6. Exhibits
    
    
    23SIGNATURES
    
    
    24EX-31.1EX-31.2EX-32
  2




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##### Table of Contents



Item 1. Financial Statements.
 EMERSON RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except earnings per share data)
 Three Months Ended
    
    
    Six Months EndedSeptember 30
    
    
    September 302008RESTATED
    
    
    2007
    
    
    2008
    
    
    2007Net revenuesNet revenues
    
    $
    53,991
    
    
    $
    57,823
    
    
    $
    98,187
    
    
    $
    110,426Net revenues-related party
    
    
    2
    
    
    
    39
    
    
    
    15
    
    
    
    12453,993
    
    
    
    57,862
    
    
    
    98,202
    
    
    
    110,550Costs and expenses:Cost of sales
    
    
    47,361
    
    
    
    51,393
    
    
    
    85,382
    
    
    
    96,641Other operating costs and expenses
    
    
    1,593
    
    
    
    1,548
    
    
    
    2,724
    
    
    
    3,344Selling, general and administrative expenses
(exclusive of reimbursement claim-related party and
non-cash compensation shown below)
    
    
    4,760
    
    
    
    5,307
    
    
    
    9,588
    
    
    
    10,284Reimbursement claim-related party
    
    
    313
    
    
    
    
    
    
    
    313
    
    
    
    Non-cash compensation, net of recoveries
    
    
    18
    
    
    
    (266
    )
    
    
    36
    
    
    
    (187
    )54,045
    
    
    
    57,982
    
    
    
    98,043
    
    
    
    110,082Operating income (loss)
    
    
    (52
    )
    
    
    (120
    )
    
    
    159
    
    
    
    468Interest income (expense), net
    
    
    49
    
    
    
    (66
    )
    
    
    181
    
    
    
    4Gain on sale of building
    
    
    
    
    
    
    854
    
    
    
    
    
    
    
    854Interest income-related party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    163Unrealized holding (losses) on trading securities
    
    
    (52
    )
    
    
    
    
    
    
    (21
    )
    
    
    Realized gains on trading securities
    
    
    301
    
    
    
    
    
    
    
    532
    
    
    
    Income before income taxes and minority interest
    
    
    246
    
    
    
    668
    
    
    
    851
    
    
    
    1,489Provision for income taxes
    
    
    259
    
    
    
    3,952
    
    
    
    1,226
    
    
    
    4,331Minority interest in loss of consolidated subsidiary
    
    
    (39
    )
    
    
    
    
    
    
    (133
    )
    
    
    Net income (loss)
    
    $
    26
    
    
    $
    (3,284
    )
    
    $
    (242
    )
    
    $
    (2,842
    )Net income (loss) per share:Basic
    
    $
    
    
    
    $
    (0.12
    )
    
    $
    (0.01
    )
    
    $
    (0.10
    )Diluted
    
    $
    
    
    
    $
    (0.12
    )
    
    $
    (0.01
    )
    
    $
    (0.10
    )Weighted average shares outstanding:Basic
    
    
    27,130
    
    
    
    27,130
    
    
    
    27,130
    
    
    
    27,122Diluted
    
    
    27,130
    
    
    
    27,130
    
    
    
    27,130
    
    
    
    27,122
  3




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##### Table of Contents



EMERSON RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands except share data)
 September 30, 2008
    
    
    March 31, 2008(A)(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    6,436
    
    
    $
    14,444Restricted cash
    
    
    3,023
    
    
    
    Foreign exchange forward contracts
    
    
    
    
    
    
    134Accounts receivable (less allowances of $3,818 and $4,148, respectively)
    
    
    26,798
    
    
    
    17,289Other receivables
    
    
    1,378
    
    
    
    2,131Due from affiliates
    
    
    41
    
    
    
    765Inventory, net
    
    
    44,993
    
    
    
    24,854Prepaid expenses and other current assets
    
    
    2,676
    
    
    
    2,246Deferred tax assets
    
    
    4,420
    
    
    
    5,412Total current assets
    
    
    89,765
    
    
    
    67,275Property, plant and equipment, net
    
    
    1,706
    
    
    
    1,902Trademarks and other intangible assets, net
    
    
    267
    
    
    
    279Investments in marketable securities
    
    
    8,459
    
    
    
    11,948Deferred tax assets
    
    
    5,750
    
    
    
    5,927Other assets
    
    
    580
    
    
    
    598Total assets
    
    $
    106,527
    
    
    $
    87,929LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Loans payable
    
    $
    4,128
    
    
    $
    Current maturities of long-term borrowings
    
    
    83
    
    
    
    82Accounts payable and other current liabilities
    
    
    36,777
    
    
    
    21,737Due to affiliates
    
    
    20
    
    
    
    102Accrued sales returns
    
    
    764
    
    
    
    872Income taxes payable
    
    
    167
    
    
    
    185Total current liabilities
    
    
    41,939
    
    
    
    22,978Long-term borrowings
    
    
    102
    
    
    
    142Deferred tax liabilities
    
    
    73
    
    
    
    57Minority interest
    
    
    
    
    
    
    133Shareholders equity:Preferred shares 10,000,000 shares authorized; 3,677 shares issued
and outstanding; liquidation preference of $3,677
    
    
    3,310
    
    
    
    3,310Common shares  $.01 par value, 75,000,000 shares authorized;
52,965,797 shares issued at September 30, 2008 and March 31, 2008;
27,129,832 shares outstanding at September 30, 2008 and March 31, 2008
    
    
    529
    
    
    
    529Capital in excess of par value
    
    
    117,281
    
    
    
    117,245Accumulated other comprehensive losses
    
    
    (82
    )
    
    
    (82
    )Accumulated deficit
    
    
    (32,401
    )
    
    
    (32,159
    )Treasury stock, at cost, 25,835,965 shares
    
    
    (24,224
    )
    
    
    (24,224
    )Total shareholders equity
    
    
    64,413
    
    
    
    64,619Total liabilities and shareholders equity
    
    $
    106,527
    
    
    $
    87,929
 
 (A)
    
    Reference is made to the Companys Annual Report on Form 10-K for the fiscal year ended March
31, 2008 filed with the Securities and Exchange Commission in July 2008. We filed a 10-K/A in
July 2008.  4




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EMERSON RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
 Six Months EndedSeptember 302008
    
    
    2007Cash flows from operating activities:Net (loss)
    
    $
    (242
    )
    
    $
    (2,842
    )Adjustments to reconcile net income to net cash provided by operating activities:Minority interest
    
    
    (133
    )
    
    
    Depreciation and amortization
    
    
    449
    
    
    
    415Non cash compensation
    
    
    36
    
    
    
    (187
    )Deferred tax expense
    
    
    1,185
    
    
    
    340Asset allowances, reserves and other
    
    
    (1,539
    )
    
    
    (1,316
    )Gain on sale of building
    
    
    
    
    
    
    (854
    )Gains on sales of investments
    
    
    (532
    )
    
    
    Unrealized holding losses on trading securities
    
    
    21
    
    
    
    Changes in assets and liabilities:Restricted cash
    
    
    (3,023
    )
    
    
    Foreign exchange foreign contracts
    
    
    134
    
    
    
    Accounts receivable
    
    
    (8,905
    )
    
    
    (12,365
    )Other receivables
    
    
    753
    
    
    
    (403
    )Due from affiliates
    
    
    724
    
    
    
    23,471Inventories
    
    
    (19,312
    )
    
    
    (27,368
    )Prepaid expenses and other current assets
    
    
    (430
    )
    
    
    (226
    )Other assets
    
    
    (24
    )
    
    
    (187
    )Accounts payable and other current liabilities
    
    
    15,040
    
    
    
    23,653Due to affiliates
    
    
    (82
    )
    
    
    Interest and income taxes payable
    
    
    9
    
    
    
    6Net cash (used) provided by operating activities
    
    
    (15,871
    )
    
    
    2,137Cash flows from investing activities:Proceeds from sale of building
    
    
    
    
    
    
    2,000Proceeds from partial calls on securities
    
    
    4,000
    
    
    
    Additions to property and equipment
    
    
    (199
    )
    
    
    (521
    )Net cash provided by investing activities
    
    
    3,801
    
    
    
    1,479Cash flows from financing activities:Short-term borrowings
    
    
    5,726
    
    
    
    (71
    )Repayments of short-term borrowings
    
    
    (1,624
    )
    
    
    Net borrowings under foreign bank facilities
    
    
    
    
    
    
    2,495Exercise of stock options
    
    
    
    
    
    
    51Long-term borrowings
    
    
    36,587
    
    
    
    85,203Repayments of long-term borrowings
    
    
    (36,627
    )
    
    
    (85,739
    )Net cash provided by financing activities
    
    
    4,062
    
    
    
    1,939Net (decrease) increase in cash and cash equivalents
    
    
    (8,008
    )
    
    
    5,555Cash and cash equivalents at beginning of period
    
    
    14,444
    
    
    
    1,851Cash and cash equivalents at end of period
    
    $
    6,436
    
    
    $
    7,406Supplemental disclosures of non-cash investing and financing activities:Cash paid during the period for:Interest
    
    $
    89
    
    
    $
    229Income taxes
    
    $
    41
    
    
    $
    337
   5




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EMERSON RADIO CORP. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
           Three months ended
    
    
    Six months endedSeptember 30
    
    
    September 30RESTATED
    
    
    2007
    
    
    2008
    
    
    2007Net income (loss)
    
    $
    26
    
    
    $
    (3,284
    )
    
    $
    (242
    )
    
    $
    (2,842
    )Unrealized holding losses arising during period
    
    
    52
    
    
    
    
    
    
    
    21
    
    
    
    Less: reclassification adjustment for losses included in net income
    
    
    (52
    )
    
    
    
    
    
    
    (21
    )
    
    
    Comprehensive income (loss)
    
    $
    26
    
    
    $
    (3,284
    )
    
    $
    (242
    )
    
    $
    (2,842
    )
 6




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##### Table of Contents



Three months ended
    
    
    Six months endedSeptember 30
    
    
    September 302008 RESTATED
    
    
    2007
    
    
    2008
    
    
    2007Numerator:Net income (loss) for basic and diluted earnings per share
    
    $
    26
    
    
    $
    (3,284
    )
    
    $
    (242
    )
    
    $
    (2,842
    )Denominator:Denominator for basic earnings per share  weighted average shares
    
    
    27,130
    
    
    
    27,130
    
    
    
    27,130
    
    
    
    27,122Effect of dilutive securities on denominator:Options and warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Denominator for diluted earnings per share  weighted average
shares and assumed conversions
    
    
    27,130
    
    
    
    27,130
    
    
    
    27,130
    
    
    
    27,122Basic and diluted earnings (loss) per share
    
    $
    
    
    
    $
    (0.12
    )
    
    $
    (0.01
    )
    
    $
    (0.10
    )
       September 30, 2008
    
    
    March 31, 2008(Unaudited)Finished goods
    
    $
    48,042
    
    
    $
    28,730Less inventory allowances
    
    
    (3,049
    )
    
    
    (3,876
    )Net inventory
    
    $
    44,993
    
    
    $
    24,854
    7




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##### Table of Contents



Jurisdiction
    
    Open tax yearsU.S. federal
    
    
    2004-2007States
    
    
    2004-2007
    Majority Shareholder
 Grandes Ownership Interest in Emerson.
 Related Party Balances
 Balances Due from Affiliates as of September 30, 2008 and March 31, 2008.
 Balances Due to Affiliates as of September 30, 2008 and March 31, 2008.
 Related Party Transactions
 Repayment of Note relating to Unsecured Financial Assistance to Grande.
 8




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##### Table of Contents



Product Sourcing Transactions.
 Sales of goods.
 Leases and Other Real Estate Transactions.
    Toy Musical Instruments.
  9




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10




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Freight Forwarding Services.
 Other.
        11




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Short-term Borrowings
  September 30, 2008
    
    
    March 31, 2008(In thousands)(Unaudited)Revolving loan agreement
    
    $
    4,128
    
    
    $
    Short-term borrowings
    
    $
    4,128
    
    
    $
    
 Revolving loan agreement
 Long-term Borrowings
  September 30, 2008
    
    
    March 31, 2008(In thousands)(Unaudited)Capitalized lease obligations and other
    
    $
    185
    
    
    $
    224Less current maturities
    
    
    (83
    )
    
    
    (82
    )Long term debt and notes payable
    
    $
    102
    
    
    $
    142
 Credit Facility
   NOTE 9  LEGAL PROCEEDINGS
  12




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NOTE 10  FINANCIAL INSTRUMENTS
    NOTE 11  MARKETABLE SECURITIES:
       13




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Fair Value Measurement
at Reporting Date Using: September 30,Significant Unobservable Inputs (Level 3)
    
    2008Investments in marketable securities (classified as trading securities)
    
    $
    8,459Investments in marketable securities
    
    $
    8,459
  Fair ValueMeasurement ofAsset using Level 3inputsTrading Securitiesnon-current(in thousands)Principal amount invested
    
    $
    13,900Total gains (losses) (realized or unrealized):Unrealized  included in earnings at March 31, 2008
    
    
    (1,952
    )Balance at March 31, 2008
    
    
    11,948Total gains (losses) (realized or unrealized):Realized  included in earnings at September 30, 2008
    
    
    532Unrealized  included in earnings at September 30, 2008
    
    
    (21
    )Redemptions of principal
    
    
    (4,000
    )Balance at September 30, 2008
    
    $
    8,459
 
 Item 2. Managements Discussion and Analysis of Results of Operations and Financial Condition
   Forward-Looking Information
    
    
    the loss of any of our key customers or reduction in the purchase of our products by any
such customers;
    
    our inability to maintain effective internal controls or the failure by our personnel to
comply with such internal controls;
    
    the failure to maintain our relationships with our licensees and distributors or the
failure to obtain new licensees or distribution relationships on favorable terms;
 14




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##### Table of Contents




    
    our inability to anticipate market trends, enhance existing products or achieve market
acceptance of new products;
    
    our dependence on a limited number of suppliers for our components and raw materials;
    
    our dependence on third parties to manufacture and deliver our products;
    
    the seasonality of our business, as well as changes in consumer spending and economic
conditions;
    
    the failure of third party sales representatives to adequately promote, market and sell
our products;
    
    our inability to protect our intellectual property;
    
    the effects of competition;
    
    changes in foreign laws and regulations and changes in the political and economic
conditions in the foreign countries in which we operate;
    
    conflicts of interest that exist based on our relationship with Grande;
    
    the outcome of the Audit Committees review of our related party transactions and
internal controls;
    
    changes in accounting policies, rules and practices; and
    
    the other factors listed under Risk Factors in our Form 10-K, as amended, for the
fiscal year ended March 31, 2008 and other filings with the Securities and Exchange
Commission (the SEC).
  Company Filings
 www.emersonradio.com
 Results of Operations
   Three Months Ended
    
    
    Six Months EndedSeptember 30
    
    
    September 302008
    
    
    2007
    
    
    2008
    
    
    2007Net revenues
    
    $
    53,993
    
    
    $
    57,862
    
    
    $
    98,202
    
    
    $
    110,550Cost of sales
    
    
    47,361
    
    
    
    51,393
    
    
    
    85,382
    
    
    
    96,641Other operating costs and expenses
    
    
    1,593
    
    
    
    1,548
    
    
    
    2,724
    
    
    
    3,344Selling, general and administrative expenses
    
    
    5,073
    
    
    
    5,307
    
    
    
    9,901
    
    
    
    10,284Non-cash compensation, net of recoveries
    
    
    18
    
    
    
    (266
    )
    
    
    36
    
    
    
    (187
    )Operating income (loss)
    
    
    (52
    )
    
    
    (120
    )
    
    
    159
    
    
    
    468
 15




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Three Months Ended
    
    
    Six Months EndedSeptember 30
    
    
    September 302008
    
    
    2007
    
    
    2008
    
    
    2007Interest income (expense), net
    
    
    49
    
    
    
    (66
    )
    
    
    181
    
    
    
    167Gain on sale of building
    
    
    
    
    
    
    854
    
    
    
    
    
    
    
    854Unrealized holding (losses) on trading securities
    
    
    (52
    )
    
    
    
    
    
    
    (21
    )
    
    
    Realized gains on trading securities
    
    
    301
    
    
    
    
    
    
    
    532
    
    
    
    Income before income taxes and minority interest
    
    
    246
    
    
    
    668
    
    
    
    851
    
    
    
    1,489Provision for income taxes
    
    
    259
    
    
    
    3,952
    
    
    
    1,226
    
    
    
    4,331Minority interest in loss of consolidated subsidiary
    
    
    (39
    )
    
    
    
    
    
    
    (133
    )
    
    
    Net income (loss)
    
    $
    26
    
    
    $
    (3,284
    )
    
    $
    (242
    )
    
    $
    (2,842
    )
  i)
    
    Home appliances product sales increased $2.3 million, or 6.1%, to $38.4 million in the
second quarter of fiscal 2009 as compared to $36.1 million in the second quarter of fiscal
2008. Home appliances products sales were $68.3 million in the six month period of fiscal
2009 as compared to $62.1 million in the six month period of fiscal 2008, an increase of
$6.2 million or 10.0%. Home appliance product sales consist of microwave ovens, wine
coolers, small refrigerators, coffee makers, and toaster ovens;ii)
    
    Emerson(R) branded products sales, excluding home appliances products, were $9.8 million
in the second quarter of fiscal 2009 as compared to $17.5 million in the second quarter of
fiscal 2008, a decrease of $7.7 million, or 44.0%, primarily resulting from decreased sales
volumes in several audio product lines and the Ipod(R) compatible product category. For the
six month period of fiscal 2009, sales of Emerson(R) branded products sales, excluding home
appliances products, were $21.3 million as compared to $40.2 million for the six month
period of fiscal 2008, a decrease of $18.9 million or 47.0%;iii)
    
    Themed product sales were $3.5 million in the second quarter of fiscal 2009 compared to
$2.6 million in the second quarter of fiscal 2008, an increase of $937,000, or 36.0%,
primarily resulting from the recently introduced sales of a new line associated with
Mattel(R) themed products in addition to a line that had also been sold in fiscal 2008. For
the six month period of fiscal 2009, themed product sales were $4.2 million as compared to
$4.8 million, a decrease of $625,000 or 13.1%. In addition to Mattel(R) themed products, the
six month period of fiscal 2008 included sales of Nickelodeon(R) themed products which were
discontinued after the first quarter of fiscal 2008;iv)
    
    Licensing revenues increased approximately $174,000, or 10.2%, to $1.9 million in the
second quarter of fiscal 2009 as compared to $1.7 million in the second quarter of fiscal
2008, primarily due to a settlement received from a licensee to end an arrangement and our
video licensing arrangements. For the six month period of fiscal 2009, licensing revenues
were $3.6 million as compared to $3.4 million for the six month period of fiscal 2008, an
increase of $228,000 or 6.7%, largely as a result of our video licensing arrangements;v)
    
    v) Sales of a joint venture which was formed in fiscal 2008 for the primary purpose of
manufacturing, selling, distributing, and/or licensing audio and video equipment for the
home and/or office with sales of $410,000 in the second quarter of fiscal 2009 and $831,000
for the six months of fiscal 2009; andvi)
    
    We charged fees of $2,000 in the second quarter of fiscal 2009 as compared to $7,000 in
the second quarter of fiscal 2008 to Sansui Sales PTE, Ltd (Sansui Sales) and Akai Sales
PTE, Ltd (Akai Sales), both of which are related parties to us, for assistance in
procuring their product from third-party suppliers. For the six month period of fiscal 2009,
we charged fees of $15,000 for providing this service as compared to $92,000 in the six
month period of fiscal 2008. In the second quarter of fiscal 2008, we charged commissions of
$29,000 to Capetronic Displays Ltd, which is a related party to us, for importation
assistance. In the second quarter of fiscal 2008, we sold to Sansui Sales and Akai Sales
$3,000 of Sansui- and Akai- branded product which we sourced on their behalf from
third-party suppliers. See Note 7 Related Party Transactions.
 16




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17




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Liquidity and Capital Resources
   18




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Short-Term Liquidity.
  19




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##### Table of Contents



Payment due by period (1)Less than
    
    
    
    
    
    
    
    
    
    
    More than 5Total
    
    
    1 year
    
    
    1 - 3 years
    
    
    3 - 5 years
    
    
    YearsCapital lease obligations
    
    $
    185
    
    
    $
    83
    
    
    $
    92
    
    
    $
    10
    
    
    $
    Operating lease obligations  related party
    
    
    92
    
    
    
    92
    
    
    
    
    
    
    
    
    
    
    
    Operating lease obligations  non-affiliate
    
    
    4,051
    
    
    
    1,729
    
    
    
    2,088
    
    
    
    234
    
    
    
    Total
    
    $
    4,328
    
    
    $
    1,904
    
    
    $
    2,180
    
    
    $
    244
    
    
    $
    
 
 (1)
    
    Amounts in the above table do not include a reserve of approximately $149,000 related to
uncertain tax positions. The Company is not able to reasonably estimate when, if ever, these
reserves would result in actual cash payments.  Other Events and Circumstances Pertaining to Liquidity
    Critical Accounting Policies
  Inflation, Foreign Currency, and Interest Rates
   
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
 Disclosure controls and procedures
  20




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(b) Changes in Internal Controls Over Financial Reporting
  21




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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
   
 Item 1A. Risk Factors
  
 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 Share Repurchases:
  
 ITEM 3. Defaults Upon Senior Securities.
   
 ITEM 4. Submission of Matters to a Vote of Security Holders.
 Item 4. Submission of Matters to a Vote of Security Holders.
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VotesName
    
    For
    
    WithheldMichael A.B. Binney
    
    
    21,925,186
    
    
    
    4,142,787Christopher Ho
    
    
    21,930,925
    
    
    
    4,137,048Adrian Ma
    
    
    21,909,912
    
    
    
    4,158,061Mirzan Mahathir
    
    
    21,934,508
    
    
    
    4,133,465Greenfield Pitts
    
    
    22,243,777
    
    
    
    3,824,196Kareem E. Sethi
    
    
    23,960,058
    
    
    
    2,107,915Terence A. Snellings
    
    
    23,961,161
    
    
    
    2,106,812Eduard Will
    
    
    22,235,114
    
    
    
    3,832,859
  
 ITEM 5. Other Information.
  
 ITEM 6. Exhibits.
   
 
 *
    
    filed herewith 23




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EMERSON RADIO CORP.
(Registrant)Date: August 19, 2009
    /s/ Adrian MaAdrian MaChief Executive Officer
(Principal Executive Officer)Date: August 19, 2009
    /s/ Greenfield PittsGreenfield PittsChief Financial Officer
(Principal Financial and Accounting Officer) 24