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): March 7, 2006
EMERSON RADIO CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-25226 22-3285224
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(State Or Other (Commission (IRS Employer
Jurisdiction Of File Number) Identification No.)
Incorporation)
9 Entin Road, Parsippany, New Jersey 07054
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (973) 884-5800
Not Applicable
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(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))
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ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On March 7, 2006, the Board of Directors of Emerson Radio Corp. (the
"Company") was notified by BDO Seidman, LLP ("BDO") that BDO had resigned as the
Company's independent registered public accounting firm. BDO served as the
Company's independent registered public accountant since March 31, 2004. Prior
to March 31, 2004, Ernst & Young, LLP ("E&Y") had served as the Company's
independent registered public accountant.
There have been no "disagreements" within the meaning of Item
304(a)(1)(iv) of Regulation S-K, or any events of the type listed in Item
304(a)(1)(v)(A) through (D) of Regulation S-K, involving BDO that occurred
within the Company's most recent fiscal year ended March 31, 2005. BDO's report
on the Company's financial statements for the fiscal year ended March 31, 2005
did not contain any adverse opinion or disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope or accounting principles.
There were no "disagreements" within the meaning of Item 304(a)(1)(iv)
of Regulation S-K, or any events of the type listed in Item 304(a)(1)(v)(A)
through (D) of Regulation S-K, involving E&Y, that occurred within the Company's
fiscal year ended March 31, 2004. E&Y's report on the Company's financial
statements for the fiscal year ended March 31, 2004 did not contain any adverse
opinion or disclaimer of opinion, and was not qualified or modified as to
uncertainty, audit scope or accounting principles.
During the most recent fiscal year and through March 7, 2006, there
have been no disagreements with BDO on any matter of accounting principles or
practices, financial statement disclosures, or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of BDO, would have
caused BDO to make reference to the subject matter of the disagreement in
connection with its reports on the financial statements for such periods.
During the fiscal year ended March 31, 2004, there were no
disagreements with E&Y on any matter of accounting principles or practices,
financial statement disclosures, or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of E&Y, would have caused E&Y
to make reference to the subject matter of the disagreement in connection with
its reports on the financial statements for such periods.
During the two most recent fiscal years and through March 7, 2006,
there have been no reportable events as described in Item 304(a)(1)(iv)(B) of
Regulation S-K.
The Company has provided BDO with a copy of this Form 8-K and requested
that BDO furnish it with a letter addressed to the Securities and Exchange
Commission, stating whether it agrees with the statements made by the Company
herein, and if not, stating the respects in which it does not agree. By letter
dated March 13, 2006, attached as Exhibit 16.1 to this Current Report on Form
8-K, BDO stated that it agreed with the statements contained herein related to
it.
The Company is in the process of interviewing new independent
registered public accountants. A Form 8-K will be filed when a new independent
registered public accountant is engaged.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit 16.1 Letter of BDO, dated as of March 13, 2006, to
the Securities and Exchange Commission, regarding
agreement with the statements made in this Form 8-K.
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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
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Name: Guy A. Paglinco
Title: Vice President and Chief
Financial Officer
Dated: March 13, 2006
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