UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): January 16, 2018
EMERSON RADIO CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-07731 | 22-3285224 | ||
(State Or Other Jurisdiction Of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 3 University Plaza, Suite 405, Hackensack, NJ | 07601 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (973)428-2000
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
On January 16, 2018, the Board of Directors of Emerson Radio Corp. (the “Company”) established March 21, 2018, as the date for its annual meeting of stockholders for the fiscal year ended March 31, 2017 (the “Annual Meeting”) and set February 14, 2018, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponements thereof. The time and location of the Annual Meeting will be as set forth in the Company’s proxy statement for the Annual Meeting.
Because the date of the Annual Meeting will be more than 30 days from the anniversary of the Company’s previous annual meeting of stockholders, the Company has set new deadlines for the receipt of any stockholder proposals submitted pursuant toRule 14a-8 under the Securities Exchange Act of 1934, as amended, for inclusion in the Company’s proxy statement and proxy card relating to the Annual Meeting. Any such stockholder proposal must be submitted in writing and received by the Secretary of the Company at 3 University Plaza, Suite 405, Hackensack, New Jersey 07601 no later than 5:00 p.m., Eastern Time, on February 2, 2018. Any such proposal will be subject toRule 14a-8 and nothing in this paragraph shall be deemed to require the Company to include in its proxy statement and proxy card for the Annual Meeting any stockholder proposal which does not meet the requirements of the Securities and Exchange Commission in effect at the time such proposal is received.
In addition, stockholders who wish to bring a proposal or nominate a director other than pursuant toRule 14a-8 must ensure that written notice of such proposal is received by the Company’s Secretary at 3 University Plaza, Suite 405, Hackensack, New Jersey 07601 no later than 5:00 p.m., Eastern Time, on February 2, 2018. Such proposal should be submitted by means that permit proof of the date of delivery, such as certified mail, return receipt required.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EMERSON RADIO CORP. | ||
| By: | /s/ Duncan Hon | |
| Name: Duncan Hon | ||
| Title: Chief Executive Officer | ||
Dated: January 19, 2018