SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of
1934 (Amendment No. )
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Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
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Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-12
EMERSON RADIO CORP.
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)
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EMERSON RADIO CORP.
Nine Entin Road
P.O. Box 430
Parsippany, New Jersey 07054-0430
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 24, 2001
Dear Stockholder:
As a stockholder of Emerson Radio Corp. ("we", "our" or "Emerson"),
you are hereby given notice of and invited to attend in person or by proxy
Emerson's 2001 Annual Meeting of Stockholders to be held at the Bent Tree
Country Club, 5201 Westgrove, Dallas, Texas 75248 on Friday, August 24, 2001 at
1:00 p.m. (local time).
At this year's stockholders' meeting, you will be asked to elect five
directors to serve for a one-year term and to transact such other business as
may properly come before the meeting and any adjournment(s) thereof. The Board
of Directors unanimously recommends that you vote FOR the directors nominated.
Accordingly, please give careful attention to these proxy materials.
Only stockholders of record of Emerson's common stock as of the close
of business on July 18, 2001 (the "Record Date") are entitled to notice of and
to vote at such meeting and any adjournment(s) thereof. Emerson's transfer books
will not be closed.
You are cordially invited to attend the meeting. However, whether or
not you expect to attend the meeting, we want to have the maximum representation
at the Annual Meeting and respectfully request that you date, execute and mail
promptly the enclosed proxy card in the enclosed stamped envelope for which no
additional postage is required if mailed in the United States. You may revoke
your proxy at any time prior to its use as specified in the enclosed proxy
statement.
By Order of the Board of Directors
ELIZABETH J. CALIANESE
Senior Vice President-Human Resources,
General Counsel and Secretary
Parsippany, New Jersey
July 20, 2001
YOUR VOTE IS IMPORTANT.
PLEASE EXECUTE AND RETURN PROMPTLY THE
ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED HEREIN.
EMERSON RADIO CORP.
---------------------
PROXY STATEMENT
---------------------
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 24, 2001
---------------------
To Our Stockholders:
This Proxy Statement is furnished to our stockholders for use at our
Annual Meeting of Stockholders to be held at the Bent Tree Country Club, 5201
Westgrove, Dallas, Texas 75248, on August 24, 2001 at 1:00 p.m. (local time), or
at any adjournment or adjournments thereof (the "Annual Meeting"). Emerson's
stockholders of record as of the close of business on July 18, 2001 (the "Record
Date") are entitled to vote at the Annual Meeting. We expect to begin mailing
this Proxy Statement and the enclosed proxy card to our stockholders on or about
July 24, 2001.
VOTING PROCEDURES AND REVOCABILITY OF PROXIES
The accompanying proxy card is designed to permit each of our
stockholders as of the Record Date to vote on each of the proposals brought
before the Annual Meeting. As of the Record Date, there were 31,343,978 shares
of our common stock, par value $.01 per share, issued and outstanding and
entitled to vote at the Annual Meeting. Each outstanding share of our common
stock is entitled to one vote.
The holders of a majority of our outstanding shares of common stock,
present in person or by proxy, will constitute a quorum for the transaction of
business at the Annual Meeting. If a quorum is not present, the Annual Meeting
may be adjourned from time to time until a quorum is obtained. Shares as to
which authority to vote has been withheld with respect to the election of any
nominee for director will not be counted as a vote for such nominee. Abstentions
and broker non-votes are counted as stockholders who are present and entitled to
vote and they count toward a quorum but are not taken into account in
determining, and have no effect on, the outcome of the election of directors. A
broker non-vote occurs when a nominee holding shares for a beneficial owner does
not vote on a particular proposal because the nominee does not have
discretionary voting power with respect to that proposal and has not received
instructions from the beneficial owner (despite voting on at least one other
proposal for which the nominee does have discretionary authority or for which it
has received instructions). Brokers holding shares of record for customers
generally are not entitled to vote on certain "non-routine" matters unless they
receive voting instructions from their customers.
The accompanying proxy card provides space for you to vote in favor
of, or to withhold voting for, the nominees for the Board of Directors. The
members of our Board of Directors are elected by plurality and the five nominees
who receive the most votes will be elected. The Board of Directors urges you to
complete, sign, date and return the proxy card in the accompanying envelope,
which is postage prepaid for mailing in the United States.
When a signed proxy card is returned with choices specified with
respect to voting matters, the proxies designated on the proxy card vote the
shares in accordance with the stockholder's instructions. The proxies we have
designated for the stockholders are Geoffrey P. Jurick and Kenneth A. Corby. If
you desire to name another person as your proxy, you may do so by crossing out
the names of the designated proxies and inserting the names of the other persons
to act as your proxies. In that case, it will be necessary for you to sign the
proxy card and deliver it to the person named as your proxy and for the named
proxy to be present and vote at the Annual Meeting. Proxy cards so marked should
not be mailed to us.
If you sign your proxy card and return it to us and you have made no
specifications with respect to voting matters, your shares will be voted for the
election of the five nominees for director and, at the discretion of the proxies
designated by us, on any other matter that may properly come before the Annual
Meeting or any adjournment(s).
You have the unconditional right to revoke your proxy at any time
prior to the voting of the proxy by taking any act inconsistent with the proxy.
Acts inconsistent with the proxy include notifying Emerson's Secretary in
writing of your revocation, executing a subsequent proxy, or personally
appearing at the Annual Meeting and casting a contrary vote. However, no
revocation shall be effective unless at or prior to the Annual Meeting we have
received notice of such revocation.
ELECTION OF DIRECTORS
Five directors are proposed to be elected at the Annual Meeting. If
elected, each director will hold office until the next Annual Meeting of our
stockholders or until his successor is elected and qualified. The election of
directors will be decided by a plurality vote.
All nominees named in this proxy statement are members of our present
Board of Directors and have consented to serve if elected. We have no reason to
believe that any of the nominees named will be unable to serve. If any nominee
becomes unable to serve, (i) the shares represented by the designated proxies
will be voted for the election of a substitute as the Board of Directors may
recommend, (ii) the Board of Directors may reduce the number of directors to
eliminate the vacancy, or (iii) the Board of Directors may fill the vacancy at a
later date after selecting an appropriate nominee.
Nominations for election to the Board of Directors may be made by the
Board of Directors, a nominating committee appointed by the Board of Directors
or by any stockholder entitled to vote for the election of directors.
Nominations made by stockholders must be made by written notice to Emerson's
Secretary at its corporate offices in Parsippany, New Jersey, and must set forth
as to each proposed nominee who is not an incumbent director: (a) the name, age,
business address and, if known, residence address of each nominee proposed in
such notice; (b) the principal occupation or employment of each such nominee;
(c) the number of shares of our common stock that are beneficially owned by each
such nominee and the nominating stockholder; and (d) any other information
concerning the nominee that must be disclosed of nominees in proxy solicitations
pursuant to Rule 14(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Any such recommendation must be accompanied by a written
statement from the individual nominee giving his or her consent to be named as a
candidate and, if nominated and elected, to serve as a director.
The current Board of Directors nominated the individuals named below
for election to our Board of Directors and background information on each of the
nominees (as of July 15, 2001) is set forth below. See "Security Ownership of
Certain Beneficial Owners and Management" for additional information about the
nominees, including their ownership of securities issued by the Company.
Year
First
Became
Name Age Director Principal Occupation or Employment
---- --- -------- ----------------------------------
Robert H. Brown, Jr. 47 1992 Since January 1999, President
and Chief Executive Officer of
Frost Securities, Inc., an
investment banking firm; from
July 1998 to January 1999,
President of RHB Capital, LLC;
from January 1990 to July
1998, held a variety of
positions with Dain Rauscher,
formerly Rauscher Pierce
Refsnes, Inc. ("Rauscher"),
including Senior Vice
President and Director of the
Corporate Finance Department
and Executive Vice President
of Capital Markets; since
April 1996, a Director of
Claimsnet.com, which is traded
on the Nasdaq Stock Market.
Peter G. Bunger 60 1992 Since 1990, a consultant with
Savarina AG, an entity engaged
in the business of portfolio
management monitoring in
Zurich, Switzerland; since
October 1992, a Director of
Savarina AG; since 1992, a
Director of ISCS, a computer
software company; since
December 1996, a Director of
Sport Supply Group, Inc.,
which is quoted on the over
the counter bulletin board
("SSG"). As of July 18, 2001,
Emerson beneficially owned
approximately 56.8% of the
issued and outstanding common
shares of SSG. See "Certain
Relationships and Related
Transactions - Relationship
with Sport Supply Group, Inc".
Jerome H. Farnum 65 1992 Since July 1994, an
independent consultant.
Stephen H. Goodman 57 1999 Since September 1999,
Chairman, President, Chief
Executive Officer and a
Director of Singer, N.V.
("Singer"); from January 1998
to September 1999 was
President, Chief Executive
Officer and a Director of The
Singer Company, N.V. ("Old
Singer"); is also a director
and officer of a number of
Singer's affiliates and
subsidiaries; from March 1986
to December 1997, held a
variety of positions with
Bankers Trust Company,
including Managing Director,
Corporate Strategy, New York
and Managing Director,
Strategic Advisory and Mergers
& Acquisitions Business, Asia.
On September 6, 1999, GM Pfaff
A.G., then a subsidiary of Old
Singer, filed a voluntary
petition for relief under the
reorganization provisions of
the German Bankruptcy Code, in
the lower court of
Kaiserslautern, Germany. On
September 12 and 13, 1999, Old
Singer and its U.S.
subsidiaries and the holding
companies for its foreign
businesses, and a number of
Old Singer's foreign operating
subsidiaries, filed voluntary
petitions for relief under the
reorganization provisions of
the United States Bankruptcy
Code, in the United States
District Court for the
Southern District of New York.
Singer emerged from bankruptcy
on September 14, 2000.
Geoffrey P. Jurick 60 1990 Since July 1992, Chief
Executive Officer of Emerson;
since December 1993, Chairman;
since April 1997, President;
since December 1996, Director
and Chairman of the Board of
Directors and, since January
1997, Chief Executive Officer
of SSG. See "Certain
Relationships and Related
Transactions".
THE BOARD OF DIRECTORS URGES YOU TO VOTE "FOR"
EACH OF THE NOMINEES FOR DIRECTOR SET FORTH ABOVE
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of July 18, 2001, the beneficial
ownership of (i) each current director; (ii) each of our executive officers
named in the Summary Compensation Table ("executive officers"); (iii) Emerson's
directors and executive officers as a group and (iv) each stockholder known by
us to own beneficially more than 5% of our outstanding shares of common stock.
Amount and Nature of
Name and Address of Beneficial Owners Beneficial Ownership (1) Percent of Class (1)
------------------------------------- ------------------------- ---------------------
Geoffrey P. Jurick (2)* 14,575,109 45.6%
The Chase Manhattan Bank 2,572,861 7.6%
Special Loan Group
270 Park Avenue - 30th Floor
New York, NY 10017 (3)
Oaktree Capital Management 3,483,135 10.0%
550 South Hope St., 22nd Fl
Los Angeles, CA 90071 (4)
Thomas Hackett, Official Liquidator of 3,164,340 10.1%
Fidenas International Bank Limited
Price Waterhouse Coopers
East Hill Street
P.O. Box N-3910
Nassau, Bahamas (2)
Robert H. Brown, Jr. (5)* 50,000 **
Peter G. Bunger (5)* 33,333 **
Jerome H. Farnum (5)* 33,333 **
Stephen H. Goodman (5)* 8,333 **
Marino Andriani (6) 150,000 **
Elizabeth J. Calianese (6) 36,666 **
Kenneth A. Corby (6) 50,000 **
John J. Raab (6) 66,666 **
All Directors and Executive 15,003,440 46.5%
Officers as a Group (9 persons) (7) ______________________________________________
(*) Director (All current directors are nominees for director.)
(**) Less than one percent
(1) Based on 31,343,978 shares of common stock outstanding as of July 18, 2001.
Each beneficial owner's percentage ownership of common stock is determined by
assuming that options and other convertible securities that are held by such
person (but not those held by any other person) and that are exercisable or
convertible within 60 days after July 18, 2001 have been exercised or converted.
Except as otherwise indicated, the beneficial ownership table does not include
(i) shares of common stock issuable upon conversion of 3,677 shares of Emerson's
Series A Preferred Stock, (ii) common stock issuable upon exercise of
outstanding options, which are not currently exercisable within 60 days after
July 18, 2001, or (iii) common stock issuable upon conversion of Emerson's
8-1/2% Senior Subordinated Convertible Debentures Due 2002 (the "Debentures").
Except as otherwise indicated and based upon our review of information as filed
with the U.S. Securities and Exchange Commission ("SEC"), we believe that the
beneficial owners of the securities listed have sole investment and voting power
with respect to such shares, subject to community property laws where
applicable.
(2) Mr. Jurick's beneficial ownership consists of 100 shares of common stock
directly owned by him, and 9,875,000 shares of common stock held by Mr. Jurick,
and 3,164,340 and 935,669 shares of common stock held by Thomas Hackett,
Official Liquidator of Fidenas International Bank Limited ("Fidenas Liquidator")
and Barclays Bank PLC ("Barclays"), respectively, pursuant to the provisions of
an agreement dated as of May 25, 2000 (the "Option Agreement"). Mr. Jurick has
voting power with respect to the shares of common stock held by the Fidenas
Liquidator and Barclays. See "Certain Relationships and Related Transactions -
Certain Outstanding Common Stock". Also includes options held by Mr. Jurick to
purchase 600,000 shares of common stock that are exercisable within 60 days
after July 18, 2001.
(3) Consists of shares of common stock issuable upon conversion of the owner's
holdings of Emerson's Series A Preferred Stock.
(4) Based on information set forth in a Schedule 13D, dated May 22, 1998, as
amended and filed with the SEC by Oaktree Capital Management LLC ("Oaktree"),
Kenneth Grossman and OCM Principal Opportunities Fund, L. P., consists of shares
of common stock issuable upon conversion of the owner's holdings of Emerson's
Debentures if such holdings were converted into shares of Emerson's common
stock.
(5) Comprised of options issued pursuant to Emerson's 1994 Non-Employee Director
Stock Option Plan that are exercisable within 60 days after July 18, 2001.
(6) Comprised of options issued pursuant to Emerson's 1994 Stock Compensation
Program that are exercisable within 60 days after July 18, 2001.
(7) Includes 953,331 shares of common stock issuable upon exercise of options
that are exercisable within 60 days after July 18, 2001. Excludes options to
purchase an aggregate of 296,669 shares of common stock that are not exercisable
within 60 days after July 18, 2001.
BOARD OF DIRECTORS AND COMMITTEES
Emerson's business is managed under the direction of our Board of
Directors. The Board of Directors meets periodically during our fiscal year to
review significant developments affecting Emerson and to act on matters
requiring Board of Director approval. The Board of Directors held thirteen (13)
formal meetings during the fiscal year ended March 31, 2001 ("Fiscal 2001") and
acted by unanimous written consent one (1) time. During Fiscal 2001, each member
of the Board of Directors participated in at least 75% of all Board of Director
meetings and 100% of all committee meetings held during the period.
During Fiscal 2001, our Board of Directors had an Audit Committee,
Compensation and Personnel Committee, Executive Committee and Special Committee
to devote attention to specific subjects and to assist the Board of Directors in
the discharge of its responsibilities. The functions of these committees and
their current members are described below.
Audit Committee. Our Audit Committee, and each of its three members,
Messrs. Farnum (Chairman), Brown and Goodman, fulfills the requirements of the
rules applicable to members of the American Stock Exchange with regard to
independence and qualification. The Audit Committee recommends to the Board of
Directors the appointment of a firm of independent certified public accountants
to conduct audits of our accounts and affairs and monitors the performance of
such firm. The Audit Committee also reviews the adequacy of Emerson's internal
system of accounting controls, the findings and reports of, and confers with,
the independent auditors concerning their examination of our books and records
and provides assistance to the Board of Directors with regard to same. During
Fiscal 2001, the Audit Committee formally met two (2) times. For additional
information concerning our Audit Committee, see "Report of Audit Committee".
Compensation and Personnel Committee. Our Compensation and Personnel
Committee is presently comprised of Messrs. Brown (Chairman), Bunger and Farnum
(each of whom is a non-employee Director). The Committee (i) makes
recommendations to the Board of Directors concerning remuneration arrangements
for senior executive management; (ii) administers our 1994 Stock Compensation
Program; and (iii) makes such reports and recommendations, from time to time, to
the Board of Directors upon such matters as the Committee may deem appropriate
or as may be requested by the Board of Directors. During Fiscal 2001, the
Compensation Committee met one (1) time. See "Executive Compensation and Other
Information--Report of Compensation and Personnel Committee".
Executive Committee. Our Executive Committee is presently comprised of
Messrs. Brown, Bunger, Farnum and Jurick (Chairman). Mr. Goodman is an alternate
Committee member. Subject to the provisions of the Company's By-Laws, the
Executive Committee has all of the power and authority of the Board of Directors
with certain exceptions. During Fiscal 2001, the Executive Committee did not
meet.
Special Committee. Our Special Committee, comprised of Messrs. Brown
and Goodman, was formed as part of a Stipulation and Order of Settlement, dated
June 11, 1996, between the Company, Mr. Jurick, Fidenas International Limited
and its predecessor ("FIN"), GSE Multimedia Technologies Corporation ("GSE"),
Elision International Ltd. ("Elision"), Petra and Donald Stelling (the
"Stellings"), the Fidenas Liquidator and Barclays (the "Settlement Agreement")
to evaluate, and make recommendations to the Board of Directors regarding, any
offer to purchase certain of Emerson's shares of common stock, which were the
subject of the Settlement Agreement, which would result in a change of control
of Emerson as defined in Emerson's Senior Secured Credit Facility with a U.S.
financial institution ("Senior Secured Credit Facility") and the Indenture
governing the Debentures ("Indenture"). During Fiscal 2001, the Special
Committee did not meet. See "Certain Relationships and Related Transactions -
Certain Outstanding Common Stock".
The Board of Directors did not have a standing nominating committee,
or any other committee performing similar functions during Fiscal 2001. Our
Board of Directors, as a whole, performed the functions customarily attributable
to a nominating committee.
Compensation of Directors
In Fiscal 2001, Emerson directors who were not employees were paid
$10,000; members of the Compensation and Personnel Committee were paid an
additional $5,000; members of the Executive Committee were paid an additional
$5,000; members of the Audit Committee were paid an additional $7,500; and
members of the Special Committee were paid an additional $2,500. Accordingly,
during Fiscal 2001, Messrs. Brown, Bunger, Farnum and Goodman received $30,000,
$20,000, $27,500 and $25,000, respectively. All compensation paid to our
Directors is paid in quarterly installments. Directors who are Emerson employees
are not paid for their services as a director. Additionally, each director, who
is not an employee, is eligible to participate in Emerson's 1994 Non-Employee
Director Stock Option Plan.
Officers
The following table sets forth certain information regarding the
current officers of the Company:
Name Age Position Fiscal Year Became Officer
Geoffrey P. Jurick 60 Chairman of the Board, Chief 1992
Executive Officer and
President, Director
John J. Raab 65 Executive Vice President - 1995
International
Marino Andriani 53 President, Emerson Radio 1996
Consumer Products Corporation
Kenneth A. Corby 40 Executive Vice President - 2000
Chief Financial Officer
John P. Walker 38 Executive Vice President - 1993
Global Management
Elizabeth J. Calianese 43 Senior Vice President - 1995
Human Resources, General Counsel,
Secretary
Ronald Gullett 62 Senior Vice President - 2000
International; President -
Emerson Radio (Hong Kong)
Limited
Patrick Murray 50 Senior Vice President - 2001
Sales, Emerson Radio
Consumer Products Corporation
Christina A. Iatrou 35 Assistant Secretary, 1996
Assistant General Counsel
Guy A. Paglinco 44 Assistant Vice President - 2001
Finance
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Compensation of Executive Officers
The following table sets forth certain information regarding
compensation paid to our Chief Executive Officer and each of our other four most
highly compensated executive officers for services rendered in all capacities to
Emerson during the 2001, 2000 and 1999 fiscal years:
Summary Compensation Table
--------------------------
SECURI-
OTHER TIES ALL
ANNUAL UNDER- OTHER
NAME AND PRINCIPAL FISCAL COMPEN- LYING COMPEN-
POSITION(S) YEAR SALARY BONUS SATION(1) OPTIONS SATION (2)
GEOFFREY P. JURICK 2001 $411,600 $88,000 $ 61,463 --- $ ---
CHAIRMAN OF THE 2000 411,600 --- 67,910 --- ---
BOARD, CHIEF 1999 411,600 --- 108,145 --- 4,844
EXECUTIVE OFFICER
AND PRESIDENT
MARINO ANDRIANI 2001 385,000 865,412 8,400 --- 12,767
PRESIDENT, EMERSON 2000 385,000 557,562 8,400 225,000 14,679
RADIO CONSUMER 1999 385,000 --- 8,400 75,000 14,032
PRODUCTS CORPORATION (3)
JOHN J. RAAB 2001 210,000 100,000 8,400 50,000 13,659
EXECUTIVE VICE 2000 210,000 30,000 8,400 --- 10,544
PRESIDENT - 1999 210,000 --- 8,400 50,000 10,100
INTERNATIONAL (3)
KENNETH A. CORBY 2001 175,000 125,000 7,689 --- 14,565
EXECUTIVE VICE PRESIDENT, CHIEF 2000 --- --- --- 75,000 ---
FINANCIAL OFFICER (1)(3) 1999 --- --- --- --- ---
ELIZABETH CALIANESE 2001 175,000 65,000 8,400 20,000 6,445
SENIOR VICE PRESIDENT - 2000 144,231 50,923 8,400 --- 7,082
HUMAN RESOURCES, 1999 125,000 25,000 8,400 --- 7,110
SECRETARY AND
GENERAL COUNSEL (3)
(1) Other annual compensation consists of (i) car allowance and auto expenses
in the annual amount of $8,400, payable in equal monthly installments, to
Messrs. Andriani and Raab and Ms. Calianese in Fiscal 2001, 2000 and 1999,
respectively, (ii) temporary lodging expenses and associated tax gross-ups
in the amount of $61,643, $67,910, and $108,145 for Mr. Jurick, for Fiscal
2001, 2000 and 1999, respectively, and (iii) car lease expenses in the
annual amount of $7,689 for Mr. Corby for Fiscal 2001. In Fiscal 2001, Mr.
Jurick also received $ 250,000 in salary for the services he rendered to
SSG. In Fiscal 2000 and 1999, Mr. Corby was employed and paid directly by
SSG. Pursuant to the management services agreement between Emerson and SSG,
as described below, in Fiscal 2000 and 1999, SSG charged Emerson for the
services provided by Mr. Corby to Emerson and, in Fiscal 2001, Emerson
charged SSG $56,250 in salary and $40,000 in bonus for the services Mr.
Corby provided to SSG.
(2) All other compensation consists of Emerson's contribution to our 401(k)
employee savings plan, group health, life insurance and disability
insurance.
(3) In October 1999, Mr. Andriani was granted stock options to purchase an
additional 225,000 shares of common stock at an exercise price of $1.00 per
share. In June 1999, Mr. Corby was granted stock options to purchase 75,000
shares of common stock at an exercise price of $1.00 per share. In July
2000, our Board of Directors granted stock options to Mr. Raab and Ms.
Calianese to purchase an additional 50,000 and 20,000 shares of common
stock, respectively, at an exercise price of $1.00 per share. Pursuant to
our Stock Compensation Plan, these options will vest in equal installments
over 3 years, commencing one year from the date of grant, and their
exercise is contingent on continued employment with Emerson.
Option Grants During 2001 Fiscal Year
Potential Realizable
Value at Assumed
Annual Rates of Stock
Individual Grants Price Appreciation
for Option Term (2)
% of Total
Number Options Granted Exercise
of Options to Employees Price Per Expiration
Name Granted (1) in Fiscal 2001 Share Date 5% 10%
----------------------------- -------------- ------------------- -------------- ------------- ------------ -------------
GEOFFREY P. JURICK --- --- --- --- --- ---
MARINO ANDRIANI --- --- --- --- --- ---
JOHN J. RAAB 50,000 20.2% $1.00 July 17, 2010 $105,885 $168,610
KENNETH A. CORBY --- --- --- --- --- ---
ELIZABETH J. CALIANESE 20,000 8.1% $1.00 July 17, 2010 $42,354 $67,444
1. The stock options were granted under the 1994 Stock Compensation Program,
and, unless otherwise designated at the time of grant, are exercisable
commencing one year after the grant date in three equal annual
installments, with full vesting occurring on the third anniversary of the
date of the grant.
2. The dollar amounts under these columns are the result of calculations at
the assumed compounded market appreciation rates of 5% and 10% as required
by the SEC over a ten-year term and therefore, are not intended to forecast
possible future appreciation, if any, of the stock price. The disclosure
assumes the options will be held for the full ten-year term prior to
exercise. Such options may be exercised prior to the end of such ten-year
term. The actual value, if any, an executive officer may realize will
depend on the excess of the stock price over the exercise price on the date
the option is exercised. There can be no assurance that the stock price
will appreciate at the rates shown in the table.
Option Exercises During Fiscal 2001 and Fiscal 2001 Year End Holdings
The following table provides information related to options exercised
by our executive officers during Fiscal 2001 and the number and value of options
held at the end of Fiscal 2001 by our executive officers. We do not have any
outstanding stock appreciation rights.
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
Shares at FY-End at FY-End
Acquired Value (#) ($)(1)
on Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
------------------------- ------------- ------------ ------------------ ------------------------------
Geoffrey P. Jurick --- --- 600,000/0 $ 180,000/$ ---
Marino Andriani 75,000 70,350 75,000/150,000 $ 22,500/$ 45,000
John J. Raab --- --- 50,000/50,000 $ 15,000/$ 15,000
Elizabeth J. Calianese --- --- 30,000/20,000 $ 9,000/$ 6,000
Kenneth A. Corby --- --- 25,000/50,000 $ 7,500/$ 15,000
(1) The closing price for our common stock as reported by the American Stock
Exchange on March 31, 2001 was $1.30. Value is calculated on the basis of the
difference between $1.30 and the option exercise price of "in the money"
options, multiplied by the number of shares of our common stock underlying the
option.
Certain Employment Contracts
The Company presently has no employment contracts in effect.
Compensation Committee Interlocks and Insider Participation
Geoffrey P. Jurick serves as Chairman of the Board and Chief Executive
Officer of Emerson and SSG and participated in deliberations concerning senior
executive officer compensation for both companies. In Fiscal 2001, Mr. Jurick
also received $250,000 in salary for the services he rendered to SSG. Mr.
Bunger, who is a Director of Emerson and SSG, serves on the Compensation
Committees of both companies. Kenneth A. Corby serves as our Executive Vice
President and Chief Financial Officer and as Vice President - Corporate
Development of SSG. During Fiscal 2001, John P. Walker, Emerson's Executive Vice
President - Global Management, served as Emerson's Executive Vice President and
Chief Financial Officer and SSG's Director and President. Under the management
services agreement between the Company and SSG as described below, Emerson
incurred net fees of $293,000, $488,000 and $636,000 for services provided
pursuant to this agreement during Fiscal 2001, 2000 and 1999 respectively, which
include the amounts billed by Emerson to SSG for Mr. Corby's services and the
amounts billed by SSG to Emerson for Messrs. Corby's and Walker's services.
Report of Compensation and Personnel Committee
The Compensation and Personnel Committee of our Board of Directors
(the "Compensation Committee") oversees our senior executive compensation
strategy. The strategy is implemented through policies designed to support the
achievement of our business objectives and the enhancement of stockholder value.
Our Compensation Committee reviews, on an ongoing basis, all aspects of senior
executive compensation and its policies support the following objectives:
The reinforcement of management's concern for enhancing stockholder value.
The attraction, hiring and retention of qualified executives.
The provision of competitive compensation opportunities for exceptional
performance.
The basic elements of our senior executive compensation strategy are:
Base salary. Base salaries for our senior executive managers
represent compensation for the performance of defined functions and
assumption of defined responsibilities. The Compensation Committee
reviews each senior executive's base salary on an annual basis. In
determining salary adjustments, the Compensation Committee considers
our growth in earnings and revenues and the executive's performance
level, as well as other factors relating to the executive's specific
responsibilities. Also considered are the executive's position,
experience, skills, potential for advancement, responsibility, and
current salary in relation to the expected level of pay for the
position. Our Compensation Committee exercises its judgment based upon
the above criteria and does not apply a specific formula or assign a
weight to each factor considered.
Annual incentive compensation. At the beginning of each year, our
Board of Directors establishes our performance goals for that year,
which may include target increases in sales, net income and earnings
per share, as well as more subjective goals with respect to marketing,
product introduction and expansion of customer base. Bonuses awarded
to executive officers are discretionary based primarily upon
individual achievement, with the exception of Mr. Andriani who is
compensated based upon an incentive formula.
Long-term incentive compensation. Our long-term incentive
compensation for management and employees consists of stock options
awarded under the 1994 Stock Compensation Program.
Our Compensation Committee views the granting of stock options as a
significant method of aligning management's long-term interests with those of
the stockholders and determines awards to executives based on its evaluation of
criteria that include responsibilities, compensation, past and expected
contributions to the achievement of Emerson's long-term performance goals. Stock
options are designed to focus executives on our long-term performance by
enabling them to share in any increases in value of our stock.
Our Compensation Committee encourages executives, individually and
collectively, to maintain a long-term ownership position in our stock. The
Compensation Committee believes this ownership, combined with a significant
performance-based incentive compensation opportunity, forges a strong link
between our executives and stockholders.
Compensation of the Chief Executive Officer
Mr. Geoffrey P. Jurick is our Chief Executive Officer, Chairman of the
Board of Directors and President. The Compensation Committee considered the
results in all aspects of our business, and Mr. Jurick's performance during
Fiscal 2001.
Mr. Jurick's annual compensation for Fiscal 2001, comprised of an
annual base salary of $411,600, is consistent with our Committee's targeted
annual compensation level and with the limitations previously established by the
Settlement Agreement. In Fiscal 2001, Mr. Jurick also received $250,000 in
salary for the services he rendered to SSG. See "Summary Compensation Table" and
"Certain Relationships and Related Transactions - Certain Outstanding Common
Stock".
Policy on Qualifying Compensation
Our Board of Directors has considered the potential impact of Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). Section
162(m) generally provides that, for tax years beginning on or after January 1,
1994, a publicly held company's deduction for compensation paid to its covered
employees is limited to $1 million per year, subject to certain exceptions.
Emerson's policy is to qualify, to the extent reasonable, our executive
officers' compensation for deductibility under applicable tax laws. However, the
Board of Directors believes that its primary responsibility is to provide a
compensation program that will attract, retain and reward the executive talent
necessary to Emerson's success. Consequently, the Board of Directors recognizes
that the loss of a tax deduction could be necessary in some circumstances.
This report is submitted by the members of the Board of Directors and
the Compensation and Personnel Committee that were in existence at the end of
Fiscal 2001.
Board of Directors Compensation and Personnel Committee
------------------ ------------------------------------
Geoffrey P. Jurick, Chairman Robert H. Brown, Jr., Chairman
Robert H. Brown, Jr. Peter G. Bunger
Peter G. Bunger Jerome H. Farnum
Jerome H. Farnum
Stephen H. Goodman
This report shall not be deemed incorporated by reference in any
filing by Emerson under the Securities Act of 1933(the "Securities Act") or the
Exchange Act except to the extent that Emerson specifically incorporates this
information by reference, and shall not otherwise be deemed filed under either
act.
Report of Audit Committee
The Board of Directors adopted the Audit Committee Charter on June 9,
2000 and reviewed, reassessed and ratified the Charter on June 22, 2001, a copy
of which is attached to this Proxy Statement as Appendix I. Management is
responsible for Emerson's internal controls and financial reporting process.
Emerson's independent auditors are responsible for performing an independent
audit of Emerson's consolidated financial statements in accordance with
generally accepted auditing standards and for issuing a report thereon. As the
Audit Committee of the Board of Directors, we are responsible for monitoring and
overseeing these processes. Our common stock is listed on the American Stock
Exchange and we are governed by the listing standards of such exchange. All of
the members of our Audit Committee have been determined to be "independent
directors" under the listing standards of the American Stock Exchange.
In this context, we have reviewed the audited consolidated financial
statements and have met and held discussions with management and Ernst & Young,
LLP, Emerson's independent auditors ("Ernst & Young"). Management has
represented to us that Emerson's consolidated financial statements were prepared
in accordance with generally accepted accounting principles. We also discussed
with the independent auditors matters required to be discussed by Statement on
Auditing Standards No. 61, which includes, among other items, matters related to
the conduct of the audit of Emerson's financial statements.
The independent auditors also provided us with written disclosures and
the letter required by Independence Standards Board Standard No. 1, which
relates to the auditor's independence from Emerson and its related entities, and
we discussed with the independent auditors their independence.
Based on our discussions with management and the independent auditors,
as well as our review of the representations of management and the report of the
independent auditors to us, we recommended to the Board of Directors that
Emerson's audited consolidated financial statements be included in the Annual
Report on Form 10-K for the fiscal year ended March 31, 2001 and filed with the
SEC.
The Audit Committee has selected Ernst & Young to be retained as
Emerson's independent certified public accountants to conduct the annual audit
and to report on, as may be required, the consolidated financial statements that
may be filed by Emerson with the SEC during the ensuing year.
Audit Fees and Related Matters
Fees
During Fiscal 2001, Emerson was billed approximately $185,000 by Ernst & Young
for the audit of Emerson's annual financial statements for Fiscal 2001 and for
the review of the financial statements included in Emerson's quarterly reports
on Form 10-Q filed during Fiscal 2001, $77,000 for non-audit related services
and no fees related to information technology services.
Other Matters
The Audit Committee of the Board of Directors has considered whether the
provision of non-audit services is compatible with maintaining Ernst & Young's
independence.
Of the time expended by Ernst & Young to audit Emerson's financial statement for
Fiscal 2001, less than 50% of such time involved work performed by persons other
than Ernst & Young's full-time, permanent employees.
This report is submitted by the members of the Audit Committee that were in
existence at the end of Fiscal 2001.
Members of the Audit Committee
Robert H. Brown, Jr.
Jerome H. Farnum
Stephen H. Goodman
This report shall not be deemed incorporated by reference in any
filing by Emerson under the Securities Act or the Exchange Act except to the
extent that Emerson specifically incorporates this information by reference, and
shall not otherwise be deemed filed under either act.
COMPARISON OF CUMULATIVE TOTAL RETURN
Share Price Performance Graph
The following graph shows a comparison of cumulative total returns on
our common stock for the period April 1, 1996 to March 31, 2001, with the
cumulative total return over the same period for the American Stock Exchange and
a peer group of companies. Companies used for the peer group are Boston
Acoustics, Inc., Cobra Electronics Corp., Koss Corp., Pioneer Corporation and
Recoton Corp. In selecting companies to be part of the peer group, we focus on
publicly traded companies that design and/or distribute consumer electronic
products, which have characteristics similar to ours in terms of one or more of
the following: type of product, distribution channels, sourcing or sales volume.
In Fiscal 2000, the companies used for the peer group were Cobra Electronics
Corp., Matsushita Electric Industrial Co. Ltd., Recoton Corp. and Sony Corp.
After review, for Fiscal 2001, Emerson amended various members of the peer group
previously reported to reflect a comparison with more closely aligned
businesses. The comparison assumes the investment of $100 in our common stock on
April 1, 1996 and reinvestment of all dividends. The information in the graph
was provided by Media General Financial Services ("MGFS").
COMPARISON OF CUMULATIVE TOTAL RETURN OF
EMERSON RADIO CORP., PEER GROUP INDEX AND BROAD MARKET INDEX
FISCAL YEAR ENDING
Company/Index/Market 1996 1997 1998 1999 2000 2001
Emerson Radio Corp. 100 41.46 17.07 29.27 29.27 50.73
Peer Group Index 100 80.92 83.33 89.96 135.95 123.33
AMEX Market Index 100 101.00 131.93 124.85 176.55 148.94
The Peer Group Index is made up of the following securities:
Boston Acoustics, Inc.
Cobra Electronics Corp.
Koss Corp.
Pioneer Corporation
Recoton Corp.
The stock price performance depicted in the above graph is not necessarily
indicative of future price performance. The Share Price Performance Graph will
not be deemed to be incorporated by reference in any filing by Emerson under the
Securities Act or the Exchange Act except to the extent that Emerson
specifically incorporates the graph by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Relationship with Sport Supply Group, Inc.
As of July 18, 2001, Emerson and Emerson Radio (Hong Kong) Ltd.
("Emerson HK"), our wholly owned subsidiary, owned 4,633,023 shares, or
approximately 52.0%, of the issued and outstanding shares of SSG common stock.
Emerson also owns 5-year warrants to acquire an additional 1,000,000 shares of
SSG common stock at an exercise price of $7.50 per share, subject to standard
anti-dilution adjustments ("Warrants"). If Emerson exercises all of the
Warrants, we will own approximately 56.8% of the issued and outstanding shares
of SSG common stock.
Our Board of Directors includes the following people that are
associated with SSG: Geoffrey P. Jurick, Chairman, Chief Executive Officer and
President of Emerson and Chairman and Chief Executive Officer of SSG, and Peter
G. Bunger, a Director of both companies and member of the Compensation Committee
of each Company. Kenneth A. Corby serves as our Executive Vice President and
Chief Financial Officer and as Vice President - Corporate Development of SSG.
John P. Walker, Emerson's Executive Vice President - Global Management also
serves as a Director and President of SSG. During Fiscal 2001, Mr. Walker also
served as Emerson's Executive Vice President and Chief Financial Officer.
During 1997, Emerson entered into a management services agreement with
SSG in an effort to share certain administrative and logistic functions and to
enable SSG and Emerson to reduce certain costs. The management services
agreement may be terminated by either SSG or us on sixty (60) days' prior
notice. We incurred net fees of $293,000, $488,000 and $636,000 for services
provided pursuant to this agreement during Fiscal 2001, 2000 and 1999
respectively.
Certain Outstanding Common Stock
On March 3, 2000, the United States District Court for the District of
New Jersey (the "Court") terminated the Settlement Agreement and on April 19,
2000, ordered that the approximate 29.2 million shares being held in the name of
FIN, pursuant to the Settlement Agreement, be distributed as follows: the
Fidenas Liquidator - 44.44%, the Stellings - 42.42% and Barclays - 13.14%
(collectively, the "Creditors"). The Creditors previously agreed that Mr. Jurick
would retain control of all beneficial ownership required by our Senior Secured
Credit Facility and the Indenture to avoid an event of default arising out of a
change in control ("Jurick Shares").
On May 25, 2000, the Court implemented, in part, its termination of
the Settlement Agreement by approving the transactions contemplated in the
Option Agreement whereby it was agreed that: (i) the Settlement Shares would be
reregistered as follows: the Fidenas Liquidator - 5,402,600, the Fidenas
Liquidator - 3,164,340, Stelling - 8,177,533, Barclays - 1,597,400, Barclays -
935,669 and Mr. Jurick - 9,875,000 (Mr. Jurick's shares represent the amount
required to be held by Mr. Jurick pursuant to our Senior Secured Credit Facility
and the Indenture); (ii) the Company would purchase, pro rata, an aggregate of
7,000,000 shares from the Fidenas Liquidator and Barclays for $6 million
("Initial Purchase"); (iii) Mr. Jurick's shares, the Fidenas Liquidator's and
Barclays' remaining shares, Consent Judgments and their Releases would be
deposited with the Court and Mr. Jurick granted a proxy to vote the Fidenas
Liquidator's and Barclays' shares so deposited; (iv) the Fidenas Liquidator and
Barclays would grant Emerson (or Jurick, if Emerson was unable or unwilling to
exercise) a one year option to purchase, pro rata, an additional 4,100,009
shares (the "Creditor Option Shares") at a price of $1.34 per share; (v) Emerson
(or Jurick) would have the right, at its sole option, to extend the option for
an additional one year on each of the first and second year anniversaries of the
Initial Purchase upon notice and payment to the Fidenas Liquidator and Barclays,
pro rata, of $550,000 for the first extension and $2.55 million for the second
extension. (None of the payment for the first extension but $2 million of the
payment for the second extension would be credited to the purchase price of the
Creditor Option Shares upon exercise of the option); (vi) in the event the
option was exercised, the Fidenas Liquidator and Barclays would deliver to
Emerson (or Jurick) stock certificates representing their Creditor Option Shares
and would deliver to Mr. Jurick their Consent Judgments, Releases and 57.58% of
Mr. Jurick's shares; and, (vii) in the event the option was not exercised or an
option extension payment not timely made, upon filing of a Certification, the
Fidenas Liquidator and Barclays would be entitled to the immediate receipt of
their Releases and Consent Judgments. Additionally, 57.58% of Mr. Jurick's
shares would be distributed, pro rata, to the Fidenas Liquidator and Barclays
upon the earlier of the maturity or payment date of the Debentures. In May 2001,
Emerson paid $550,000 and exercised its right to extend this option for an
additional one year period.
On July 31, 2000, the Company purchased the 8,177,533 shares of its
common stock delivered to Stelling under the Option Agreement. On October 31,
2000, Stelling sold her right, title and interest in the Jurick Shares to
Fortrel Trading Company, a company controlled by her. The Court has not yet
implemented the termination of the Settlement Agreement as to Stelling.
Future Transactions and Loans
Emerson has adopted a policy that all future affiliated transactions
and loans will be made or entered into on terms no less favorable to us than
those that can be obtained from unaffiliated third parties. In addition, all
future affiliated transactions and loans, and any forgiveness of loans, must be
approved by a majority of the independent outside members of our Board of
Directors who do not have an interest in the transactions.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended
("Section 16(a)") requires our officers and directors, and persons who own more
than 10% of a registered class of Emerson's equity securities to file reports of
ownership and changes in ownership with the SEC and the American Stock Exchange.
Officers, directors and greater than 10% stockholders are required by certain
regulations to furnish us with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by us,
we believe that, during Fiscal 2001, our officers, directors and greater than
10% beneficial owners have complied with all applicable filing requirements with
respect to our equity securities other than (i) a Form 3 filing with respect to
the beneficial ownership of The Chase Manhattan Bank; (ii) the timely filing of
a Form 3 by Stelling related to the acquisition of the shares of our common
stock received under the Option Agreement in May 2000; (iii) the filing of a
Form 4 by Stelling relating to the sale of such shares of our common stock to
Fortrel Trading Company in October 2000; and (iv) a Form 3 filing by Fortrel
Trading Company relating to the acquisition of the shares of our common stock
from Stelling in October 2000.
STOCKHOLDER PROPOSALS
A proper proposal submitted by one of our stockholders in accordance
with applicable rules and regulations for presentation at our next annual
meeting that is received at our principal executive office by April 15, 2002
will be included in our Proxy Statement and form of proxy for that meeting. If
you desire to bring a proposal before the next annual meeting and such proposal
is not timely submitted for inclusion in Emerson's Proxy Statement, you can
still submit the proposal if it is received by Emerson no later than June 1,
2002.
PERSONS MAKING THE SOLICITATION
The enclosed proxy is solicited on behalf of our Board of Directors.
We will pay the cost of soliciting proxies in the accompanying form. Our
officers may solicit proxies by mail, telephone, telegraph or fax. Upon request,
we will reimburse brokers, dealers, banks and trustees, or their nominees, for
reasonable expenses incurred by them in forwarding proxy material to beneficial
owners of our shares of common stock. We have retained the services of American
Stock Transfer & Trust Company to solicit proxies by mail, telephone, telegraph
or personal contact.
INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP, independent certified public accountants, has been
selected by the Audit Committee of our Board of Directors as our independent
auditor for the current year. A representative of Ernst & Young LLP is expected
to be present at the Annual Meeting, will have an opportunity to make a
statement if he/she desires to do so and is expected to be available to respond
to appropriate questions.
OTHER MATTERS
The Board of Directors is not aware of any matter to be presented for
action at the meeting other than the matters set forth herein. Should any other
matter requiring a vote of stockholders arise, the proxies in the enclosed form
confer upon the person or persons entitled to vote the shares represented by
such proxies discretionary authority to vote the same in accordance with their
best judgment in the interest of the Company.
FINANCIAL STATEMENTS
A copy of our Annual Report on Form 10-K for the fiscal year ended
March 31, 2001, including financial statements, accompanies this Proxy
Statement. The Annual Report is not to be regarded as proxy soliciting material
or as a communication by means of which any solicitation is to be made.
By Order of the Board of Directors,
ELIZABETH J. CALIANESE
Senior Vice President-Human Resources,
General Counsel and Secretary
July 20, 2001
APPENDIX I
AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS
OF
EMERSON RADIO CORP.
AUDIT COMMITTEE CHARTER
Organization
This charter governs the operations of the Audit Committee of Emerson Radio
Corp. ("Emerson"). The Committee shall review and reassess the charter at least
annually and obtain the approval of the Board of Directors. The Committee shall
be appointed by the Board of Directors and shall comprise at least three
directors, each of whom are independent of management and Emerson. Members of
the Committee shall be considered independent if they have no relationship that
may interfere with the exercise of their independence from management and
Emerson. All Committee members shall be financially literate, [or shall become
financially literate within a reasonable period of time after appointment to the
Committee,] and at least one member shall have accounting or related financial
management expertise.
Statement of Policy
The Audit Committee shall provide assistance to the Board of Directors in
fulfilling their oversight responsibility to the shareholders, potential
shareholders, the investment community, and others relating to Emerson's
financial statements and the financial reporting process, the systems of
internal accounting and financial controls, the internal audit function, the
annual independent audit of Emerson's financial statements, and the legal
compliance and ethics programs as established by management and the Board. In so
doing, it is the responsibility of the Committee to maintain free and open
communication between the Committee, independent auditors, the internal auditors
and Emerson's management. In discharging its oversight role, the Committee is
empowered to investigate any matter brought to its attention with full access to
all of Emerson's books, records, facilities, and personnel and the power to
retain outside counsel, or other experts for this purpose.
Responsibilities and Processes
The primary responsibility of the Audit Committee is to oversee Emerson's
financial reporting process on behalf of the Board and report the results of
their activities to the Board. Management is responsible for preparing Emerson's
financial statements, and the independent auditors are responsible for auditing
those financial statements. The Committee in carrying out its responsibilities
believes its policies and procedures should remain flexible, in order to best
react to changing conditions and circumstances. The Committee should take the
appropriate actions to set the overall corporate "tone" for quality financial
reporting, sound business risk practices, and ethical behavior.
The following shall be the principal recurring processes of the Audit Committee
in carrying out its oversight responsibilities. The processes are set forth as a
guide with the understanding that the Committee may supplement them as
appropriate.
o The Committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately
accountable to the Board and the Audit Committee, as representative of
Emerson's shareholders. The Committee shall have the ultimate
authority and responsibility to evaluate and, where appropriate,
replace the independent auditors. The Committee shall discuss with the
auditors their independence from management and Emerson and the
matters included in the written disclosures required by the
Independence Standards Board. Annually, the Committee shall review and
recommend to the Board the selection of Emerson's independent
auditors, subject to shareholders' approval.
o The Committee shall discuss with the internal auditors and the
independent auditors the overall scope and plans for their respective
audits including the adequacy of staffing and compensation. Also, the
Committee shall discuss with management, the internal auditors, and
the independent auditors the adequacy and effectiveness of the
accounting and financial controls, including Emerson's system to
monitor and manage business risk, and legal and ethical compliance
programs. Further, the Committee shall meet separately with the
internal auditors and the independent auditors, with and without
management present, to discuss the results of their examinations.
o The Committee shall review the interim financial statements with
management and the independent auditors prior to the filing of
Emerson's Quarterly Report on Form 10-Q. Also, the Committee shall
discuss the results of the quarterly review and any other matters
required to be communicated to the Committee by the independent
auditors under generally accepted auditing standards. The chair of the
Committee may represent the entire Committee for the purposes of this
review.
o The Committee shall review with management and the independent
auditors the financial statements to be included in Emerson's Annual
Report on Form 10-K (or the annual report to shareholders if
distributed prior to the filing of Form 10-K), including their
judgment about the quality, not just acceptability, of accounting
principles, the reasonableness of significant judgments, and the
clarity of the disclosures in the financial statement. Also, the
Committee shall discuss the results of the annual audit and any other
matters required to be communicated to the Committee by the
independent auditors under generally accepted auditing standards.
EMERSON RADIO CORP.
Board of Directors Proxy for the Annual Meeting
of Stockholders at 1:00 p.m. (local time), Friday, August 24, 2001
Bent Tree Country Club
5201 Westgrove
Dallas, Texas 75248
The undersigned Stockholder of Emerson Radio Corp. (the "Company")
hereby appoints Geoffrey P. Jurick and Kenneth A. Corby, or either of them, as
proxies, each with full powers of substitution, to vote the shares of the
undersigned at the above stated Annual Meeting and at any adjournment(s)
thereof.
(Continued on reverse side)
================================================================================
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
EMERSON RADIO CORP.
AUGUST 24, 2001
Please Detach and Mail in the Envelope Provided
--------------------------------------------------------------------------------
[ X ] Please mark your
votes as in this
example.
FOR all nominees listed WITHHOLD AUTHORITY
at right (except as provided to vote for all nominees
to the contrary below) at right
--------------------------------------------------------------------------------
1. To elect five Nominees:
directors for a Geoffrey P. Jurick
one-year term Robert H. Brown, Jr.
Peter G. Bunger
Jerome H. Farnum
Stephen H. Goodman
INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below:
---------------------------------------------------------
2. To transact such other business as may properly come before the meeting and
any adjournment(s) thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE VOTED IN
ACCORDANCE WITH THE SPECIFICATIONS MADE HEREON. IF A CHOICE IS NOT INDICATED
WITH RESPECT TO ITEM (1), THIS PROXY WILL BE VOTED "FOR" SUCH ITEM. THE PROXIES
WILL USE THEIR DISCRETION WITH RESPECT TO ANY MATTER REFERRED TO IN ITEM (2).
THIS PROXY IS REVOCABLE AT ANY TIME BEFORE IT IS EXERCISED.
Receipt herewith of the Company's 2001 Annual Report and Notice of Meeting and
Proxy Statement, dated July 20, 2001, is hereby acknowledged.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
PLEASE SIGN, DATE AND MAIL TODAY.
SIGNATURE_____________________________________________ DATE___________________
SIGNATURE_____________________________________________ DATE___________________
IF HELD JOINTLY
NOTE: (Joint owners must EACH sign. Please sign EXACTLY as your name(s)
appear(s) on this card. When signing as attorney, trustee, executor,
administrator, guardian or corporate officer, please give your FULL title.)