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 23, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 23, 2006, Emerson Radio Corp. (the "Company") and its Chief
Financial Officer, Guy A. Paglinco, entered into an agreement (the "Agreement")
setting forth their respective rights and obligations in the event that Mr.
Paglinco's employment relationship with the Company ends for any reason.
In summary, the Agreement provides that
(i) if Mr. Paglinco's employment with the Company is terminated for
Cause (as such term is defined in the Agreement) or upon his death, the Company
is required to pay Mr. Paglinco (a) his base salary earned but unpaid through
the date of employment termination, (b) reimbursement for unused sick days and
vacation days, and (c) any amounts vested under any Company compensation plan or
program (collectively, the "Accrued Obligations");
(ii) if Mr. Paglinco's employment with the Company is terminated
without Cause or as a result of his permanent disability, the Company is
required to pay Mr. Paglinco, (a) subject to his execution of a general release,
in equal installments over a period of a year, (x) an aggregate amount equal to
his annual base salary on the date of termination and (y) healthcare
continuation payments and (b) the Accrued Obligations; and
(iii) if Mr. Paglinco resigns as Chief Financial Officer, the Company
is obligated to pay the Accrued Obligations to Mr. Paglinco and, subject to his
execution of a general release, to enter into a one year consulting agreement
with him under which Mr. Paglinco will provide consulting services to the
Company and the Company, in consideration therefor, will (a) pay to him in
installments an amount equal to his annual base salary on the date of
termination of employment and (b) reimburse him for certain healthcare
continuation payments.
In addition, if Mr. Paglinco's employment is terminated by the Company without
Cause or as a result of his permanent disability, or if Mr. Paglinco resigns,
all stock options granted to Mr. Paglinco under the 2004 Employee Stock
Incentive Plan will vest.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit 10.1 - Agreement between Emerson Radio and Guy A. Paglinco,
dated March 23, 2006.
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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 29, 2006
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