If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule
13d-1(e),
13d-1(f)
or
13d-1(g),
check the following box. ☐
The information required in the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 291087203
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1
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NAME OF
REPORTING PERSONS
I.R.S. Identification Nos. of above person (entities only)
S&T International Distribution Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
AF, BK
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
None
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8
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SHARED VOTING POWER
15,243,283 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
None
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10
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SHARED DISPOSITIVE POWER
15,243,283 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,243,283 shares of Common Stock
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
61.6% based on 24,736,868 shares of common stock outstanding as of
August 31, 2017, pursuant to the Issuer’s Form
8-K
filed with the Commission on September 5, 2017, and press release relating to the Issuer’s repurchase activity under its stock repurchase
program, which reduced its outstanding shares from 26,994,244 shares of common stock outstanding as of August 12, 2017, as reported by the Issuer on its Form
10-Q
for the quarterly period ended
June 30, 2017, filed with the Commission on August 14, 2017.
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14
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TYPE OF REPORTING PERSON (See
Instructions)
CO
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CUSIP No. 291087203
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1
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NAME OF
REPORTING PERSONS
I.R.S. Identification Nos. of above person (entities only)
Grande N.A.K.S. Ltd
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
AF, BK
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
None
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8
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SHARED VOTING POWER
15,243,283 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
None
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10
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SHARED DISPOSITIVE POWER
15,243,283 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,243,283 shares of Common Stock
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
61.6% based on 24,736,868 shares of common stock outstanding as of
August 31, 2017, pursuant to the Issuer’s Form
8-K
filed with the Commission on September 5, 2017, and press release relating to the Issuer’s repurchase activity under its stock repurchase
program, which reduced its outstanding shares from 26,994,244 shares of common stock outstanding as of August 12, 2017, as reported by the Issuer on its Form
10-Q
for the quarterly period ended
June 30, 2017, filed with the Commission on August 14, 2017.
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14
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TYPE OF REPORTING PERSON (See
Instructions)
CO
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CUSIP No. 291087203
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1
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NAME OF
REPORTING PERSONS
I.R.S. Identification Nos. of above person (entities only)
The Grande Holdings Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC, BK
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Bermuda
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
None
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8
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SHARED VOTING POWER
15,243,283 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
None
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10
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SHARED DISPOSITIVE POWER
15,243,283 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,243,283 shares of Common Stock
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
61.6% based on 24,736,868 shares of common stock outstanding as of
August 31, 2017, pursuant to the Issuer’s Form
8-K
filed with the Commission on September 5, 2017, and press release relating to the Issuer’s repurchase activity under its stock repurchase
program, which reduced its outstanding shares from 26,994,244 shares of common stock outstanding as of August 12, 2017, as reported by the Issuer on its Form
10-Q
for the quarterly period ended
June 30, 2017, filed with the Commission on August 14, 2017.
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14
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TYPE OF REPORTING PERSON (See
Instructions)
CO
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This statement on Schedule 13D/A (the “Statement”) amends the Schedule 13D relating to shares of common
stock (the “Shares”), of Emerson Radio Corp. (“Emerson”), as originally filed with the Securities and Exchange Commission (the “Commission”) on December 15, 2005 (the “Initial Statement”) by The Grande
Holdings Limited (“Grande Holdings”), Grande N.A.K.S. Ltd. (“N.A.K.S.”), S&T International Distribution Ltd. (“S&T” and, together with Grande Holdings and N.A.K.S., the “Reporting Persons”), and The
Grande Group Limited (“GGL”), as amended by Amendment No. 1, dated March 7, 2006 (“Amendment No. 1”), Amendment No. 2, dated May 9, 2006 (“Amendment No. 2”), Amendment No. 3, dated
May 25, 2006 (“Amendment No. 3”), Amendment No. 4, dated June 15, 2006 (“Amendment No. 4”), Amendment No. 5, dated July 7, 2006 (“Amendment No. 5”), Amendment No. 6, dated
July 28, 2006 (“Amendment No. 6”), Amendment No. 7, dated August 10, 2006 (“Amendment No. 7”), Amendment No. 8, dated September 19, 2006 (“Amendment No. 8”), Amendment No. 9,
dated November 8, 2006 (“Amendment No. 9”), Amendment No. 10, dated February 7, 2007 (“Amendment No. 10”), Amendment No. 11, dated October 1, 2007 (“Amendment No. 11”), Amendment
No. 12, dated November 1, 2007 (“Amendment No. 12”), Amendment No. 13, dated October 19, 2009 (“Amendment No. 13”), Amendment No. 14, dated July 5, 2012 (“Amendment No. 14”),
Amendment No. 15, dated April 2, 2013 (“Amendment No. 15”), Amendment No. 16, dated August 9, 2013 (“Amendment No. 16”), and Amendment No. 17, dated September 13, 2013 (“Amendment
No. 17”), Amendment No. 18, dated October 15, 2013 (“Amendment No. 18”), Amendment No. 19, dated January 15, 2014 (“Amendment No. 19”), Amendment No. 20, dated May 12, 2014
(“Amendment No. 20”), Amendment No. 21, dated June 11, 2014 (“Amendment No. 21”) and Amendment No. 22, dated May 26, 2016 (“Amendment No. 22” and, together with the Initial Statement,
Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11,
Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment No. 20 and Amendment No. 21, the
“Previous Filings”).
Item 5. Interest in Securities of the Issuer.
Item 5(a) of the Statement is hereby amended and restated in its entirety as follows:
(a) Each of the Reporting Persons may be deemed to own beneficially 61.6% of the Shares of Emerson, which percentage is calculated based upon 24,736,868
shares of common stock outstanding as of August 31, 2017, pursuant to Emerson’s Form
8-K
filed with the Commission on September 5, 2017, and press release relating to Emerson’s repurchase
activity under its stock repurchase program, which reduced its outstanding shares from 26,994,244 shares of common stock outstanding as of August 12, 2017, as reported by Emerson on its Form
10-Q
for the
quarterly period ended June 30, 2017, filed with the Commission on August 14, 2017. Each of the Reporting Persons, except S&T, disclaims beneficial ownership of the Emerson Shares.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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THE GRANDE HOLDINGS LIMITED
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Dated: September 19, 2017
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By:
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/s/ Francis Hui
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Name:
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Francis Hui
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Title:
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Company Secretary
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GRANDE N.A.K.S. LTD
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Dated: September 19, 2017
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By:
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/s/ Francis Hui
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Name:
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Francis Hui
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Title:
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Company Secretary
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S&T INTERNATIONAL DISTRIBUTION LTD.
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Dated: September 19, 2017
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By:
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/s/ Francis Hui
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Name:
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Francis Hui
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Title:
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Company Secretary
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ANNEX A
Set forth below is the name, business address, present principal occupation or employment and citizenship of each director, executive officer and controlling
person of The Grande Holdings Limited (“Grande Holdings”). The principal address of each individual listed below, unless otherwise indicated below, is the current business address for Grande Holdings, 11
th
Floor, The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong.
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Name and Business Address
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Position with Reporting
Person
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Present Principal
Occupation or
Employment
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Citizenship
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Sino Bright Enterprises Co., Ltd.
12
th
Floor, The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong
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Controlling Shareholder
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Not applicable
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British Virgin Islands
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Duncan Hon
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Chief Executive Officer and Executive Director
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Chief Executive Officer and Executive Director of Grande Holdings
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Chinese
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Eduard William Rudolf Helmuth Will
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Non-executive
Director
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Investment Banker
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German
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Manjit Singh Gill
57 Cantonment Road, Singapore
089755, Singapore
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Executive Director
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Managing Director of Vigers Group Pte Ltd
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Singapore
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Lau Ho Kit, Ivan
Room 304, Kai Tak Commercial
Building, 317 Des Voeux Road Central, Sheung Wan, Hong Kong
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Independent
Non-executive
Director
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Certified Public Accountant
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Chinese
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Victor Chen Xiaoping
12
th
Floor, Entertainment Building, 30 Queens Road Central, Central, Hong Kong
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Independent
Non-executive
Director
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Director and Chief Executive Officer of Ricco Capital (Holdings) Limited
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Chinese
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Michael Binney
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Group Chief Financial Officer and Executive Director
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Group Chief Financial Officer and Executive Director of Grande Holdings
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British
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Set forth below is the name, business address, present principal occupation or employment and citizenship of each
director, executive officer and controlling person of Grande N.A.K.S. Limited (“NAKS”). The principal address of each individual listed below, unless otherwise indicated below, is the current business address for NAKS (c/o The Grande
Holdings Limited), 11
th
Floor, The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong.
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Name and Business Address
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Position with Reporting
Person
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Present Principal
Occupation or
Employment
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Citizenship
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The Grande Holdings Limited
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Controlling Shareholder
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Not applicable
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Bermuda
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Duncan Hon
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Director
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Chief Executive Officer and Executive Director of Grande Holdings
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Chinese
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Michael Binney
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Director
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Group Chief Financial Officer and Executive Director of Grande Holdings
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British
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Set forth below is the name, business address, present principal occupation or employment and citizenship of each director,
executive officer and controlling person of S&T International Distribution Ltd. (“S&T”). The principal address of each individual listed below, unless otherwise indicated below, is the current business address for S&T (c/o The
Grande Holdings Limited), 11
th
Floor, The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong.
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Name and Business Address
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Position with Reporting
Person
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Present Principal
Occupation or
Employment
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Citizenship
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Grande N.A.K.S. Ltd
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Controlling Shareholder
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Not applicable
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British Virgin Islands
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Duncan Hon
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Director
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Chief Executive Officer and Executive Director of Grande Holdings
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Chinese
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Michael Binney
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Director
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Group Chief Financial Officer and Executive Director of Grande Holdings
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British
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