Current Report Filing (8-k)
June 08 2018 - 4:24PM
Edgar (US Regulatory)
UNITED STATES
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): June 6, 2018
EMERSON RADIO CORP.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-07731
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22-3285224
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(State Or Other Jurisdiction
Of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3 University Plaza, Suite 405, Hackensack, NJ
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07601
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (973)
428-2000
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 Rule
12b-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. ☐
In December 2017, the Tax Cuts and Jobs Act (the Tax Act) was enacted, which
made significant changes to U.S. corporate tax law. Some of the most significant provisions affecting corporations include a reduced corporate income tax rate from 35% to 21% effective in 2018 and a
one-time
deemed repatriation tax on earnings in
non-U.S.
jurisdictions.
As previously announced, Emerson Radio
Corp. (the Company) has been assessing the effects of the Tax Act and the
one-time
deemed repatriation tax on the unremitted earnings of its foreign subsidiaries. The Company has made a provisional
estimate of approximately $3.1 million, after
set-off
of available net operating losses, for the
one-time
deemed repatriation tax, which will be recorded as an
income tax expense in the fourth quarter of the Companys fiscal year ended March 31, 2018. The cash amounts due for the
one-time
deemed repatriation tax will be paid over eight years, with 8% of the
tax to be paid in each of the first five years, 15% in the sixth year, 20% in the seventh year and 25% in the eighth year.
These estimates to the
Companys income tax provision are based on the Companys current knowledge, assumptions and interpretations of the effects of the Tax Act. The actual effects of the Tax Act on the Companys financial results may differ from these
estimates. The Company will continue to assess the expected effects of the Tax Act and will include additional details in its Annual Report on Form
10-K
for the fiscal year ended March 31, 2018.
Forward-Looking Information
This report includes
forward-looking statements concerning financial expectations that are predictive or express expectations that involve a number of risks and uncertainties. These statements include, but are not limited to, statements regarding the
Companys expectations regarding certain effects of the Tax Act on the Companys financial results, including the estimated effects on the Companys income tax expense. Forward-looking statements can be identified by the use of the
words anticipate, believe, expect, intend, could and should, and other words of similar meaning. These forward-looking statements express managements current expectations
or forecasts of future events and, by their nature, are subject to risks and uncertainties and there are a number of factors that could cause actual results to differ materially from those in such statements. Factors that might cause such a
difference include, but are not limited to, interpretations and clarifications regarding the Tax Act and other factors identified in the Companys Annual Report on Form
10-K
and other periodic filings
with the SEC. These forward-looking statements are made only as of the date of this report, and the Company does not undertake an obligation to release revisions to these forward-looking statements to reflect events or conditions after the date of
this report.
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.
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EMERSON RADIO CORP.
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By:
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/s/ Duncan Hon
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Name: Duncan Hon
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Title: Chief Executive Officer
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Dated: June 8, 2018
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