Item 8.01. Other Events.
As previously disclosed, on August 4, 2008, Emerson Radio Corp. (the
"Company"), received notice from the staff of the American Stock Exchange LLC
("AMEX") that the Company was not in compliance with the reporting requirements
for continued listing on AMEX set forth in Section 803(B)(2)(c) of the AMEX
Company Guide (the "Company Guide") due to the Company's failure to have an
audit committee comprised of at least two independent directors, as such term is
defined in the AMEX rules. On August 26, 2008, the Company received notice from
AMEX that based on the appointment of Terence A. Snellings as member of the
Company's Board of Directors (the "Board") and the Audit Committee of the Board
on August 12, 2008, the Company has regained compliance with
Section 803(B)(2)(c) of the Company Guide. In its notice, AMEX advised the
Company that as is the case for all listed issuers, the Company's continued
listing eligibility will continue to be assessed on an ongoing basis.
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. 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
Company believes that the expectations reflected in such forward-looking
statements are reasonable, the Company 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 Company cannot guarantee the accuracy of the forward-looking
statements, and you should be aware that the Company'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 Company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission.
On August 28, 2008, the Company issued a press release announcing its receipt
from AMEX of the notice with respect to the Company's compliance with Section
803(B)(2)(c) of the Company Guide, a copy of which is attached hereto as
Exhibit 99.1
Table of Contents