Amended Statement of Beneficial Ownership (sc 13d/a)
June 29 2018 - 5:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D/A
Under the Securities
Exchange Act of 1934 (Amendment No. 2)*
Emerson
Radio Corp.
(Name of Issuer)
Common Stock,
Par Value $.01 per Share
(Title of Class
of Securities)
291087203
(CUSIP Number)
Bingzhao
Tan
Wealth Warrior
Global Limited
Unit C, 32/F.,
TML Tower
No. 3 Hoi
Shing Road
Tsuen Wan,
New Territories, Hong Kong
(852) 3950
4625
(Name, Address
and Telephone Number of Person Authorized to Receive Notices and Communications)
June 28, 2018
(Date of Event
which Requires Filing of this Statement)
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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box.
¨
Note
: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties to whom copies are to be sent.
* The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior
cover page.
The information
required on 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
|
SCHEDULE 13D
|
Page 2 of 14
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
Aurizon Enterprises Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
¨
|
|
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (See Instructions)
AF
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
|
|
15,243,283
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
See Row 8 above.
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
See Row 8 above.
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.5%
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
|
|
|
|
CUSIP No. 291087203
|
SCHEDULE 13D
|
Page 3 of 14
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
Merchant Link Holdings Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
¨
|
|
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (See Instructions)
AF
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
|
|
15,243,283
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
See Row 8 above.
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
See Row 8 above.
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.5%
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
|
|
|
|
CUSIP No. 291087203
|
SCHEDULE 13D
|
Page 4 of 14
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
Omen Charm Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
¨
|
|
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (See Instructions)
AF
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
|
|
15,243,283
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
See Row 8 above.
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
See Row 8 above.
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.5%
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
|
|
|
|
CUSIP No. 291087203
|
SCHEDULE 13D
|
Page 5 of 14
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
Ocean Rose Global Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
¨
|
|
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (See Instructions)
AF
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
|
|
15,243,283
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
See Row 8 above.
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
See Row 8 above.
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.5%
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
|
|
|
|
CUSIP No. 291087203
|
SCHEDULE 13D
|
Page 6 of 14
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
Praisewise Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
¨
|
|
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (See Instructions)
AF
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
|
|
15,243,283
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
See Row 8 above.
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
See Row 8 above.
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.5%
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
|
|
|
|
CUSIP No. 291087203
|
SCHEDULE 13D
|
Page 7 of 14
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
Rise Vision Global Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
¨
|
|
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (See Instructions)
AF
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
|
|
15,243,283
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
See Row 8 above.
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
See Row 8 above.
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.5%
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
|
|
|
|
CUSIP No. 291087203
|
SCHEDULE 13D
|
Page 8 of 14
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
Splendid Brilliance (PTC) Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
¨
|
|
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (See Instructions)
AF
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
|
|
15,243,283
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
See Row 8 above.
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
See Row 8 above.
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.5%
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
|
|
|
|
CUSIP No. 291087203
|
SCHEDULE 13D
|
Page 9 of 14
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
Wealth Warrior Global Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
¨
|
|
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (See Instructions)
AF
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
|
|
15,243,283
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
See Row 8 above.
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
See Row 8 above.
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.5%
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
|
|
|
|
CUSIP No. 291087203
|
SCHEDULE 13D
|
Page 10 of 14
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
Guichai He
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
¨
|
|
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (See Instructions)
AF
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
|
|
15,243,283
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
See Row 8 above.
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
See Row 8 above.
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.5%
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
CUSIP No. 291087203
|
SCHEDULE 13D
|
Page 11 of 14
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
Bingzhao Tan
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
¨
|
|
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (See Instructions)
AF
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
|
|
15,243,283
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
See Row 8 above.
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
See Row 8 above.
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.5%
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
CUSIP
No. 291087203
|
SCHEDULE
13D
|
Page
12 of 14
|
|
Item 1.
|
This amendment No. 2 to Schedule 13D (this “
Amendment
No. 2
”) amends and supplements the Schedule 13D filed on October 10, 2017 (the “
Original Schedule 13D
”
and, as amended and supplemented by Amendment No. 1 dated February 28, 2018 (the “
Amendment No. 1
”) and
this Amendment No. 2, collectively, the “
Schedule 13D
”) by the Reporting Persons, relating to the Common
Stock, par value $0.01 per share (the "
Common Stock
"), of Emerson Radio Corp., a Delaware corporation (the “
Issuer
”).
Capitalized terms not defined in this Amendment No. 2 shall have the meaning ascribed to them in the Schedule 13D.
|
|
|
The information set forth in response to each separate
Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby supplementally
amended as follows:
|
|
Item 4.
|
Purpose of Transaction.
|
The first paragraph of Item 4 of the Amendment No. 1 is
hereby amended and restated in its entirety as follows:
As of the date of this Amendment
No. 2, S&T International Distribution Ltd., a British Virgin Islands limited company (“
S&T
”), has the
power to vote and dispose of 15,243,283 shares of Common Stock (the “
Emerson Shares
”), representing approximately
67.5% of the outstanding shares of Common Stock, based on 22,571,951 shares of Common Stock outstanding as of June 15, 2018 as
set forth in the Issuer’s Annual Report on Form 10-K filed with the Commission on June 28, 2018.
|
Item 7.
|
Material to Be Filed as Exhibits.
|
|
Exhibit
1:
|
Joint
Filing Agreement as required by Rule 13d-1(k) under the Act.*
|
*
Previously filed
CUSIP
No. 291087203
|
SCHEDULE
13D
|
Page
13 of 14
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated
this 29th day of June, 2018
|
AURIZON ENTERPRISES
LIMITED*
|
|
|
|
|
|
|
|
|
By:
|
/s/
Bingzhao Tan
|
|
|
|
Name:
Bingzhao Tan
Title: Director
|
|
|
MERCHANT LINK HOLDINGS
LIMITED*
|
|
|
|
|
|
|
|
|
By:
|
/s/
Bingzhao Tan
|
|
|
|
Name:
Bingzhao Tan
Title: Director
|
|
|
OMEN CHARM LIMITED*
|
|
|
|
|
|
|
|
|
By:
|
/s/
Guichai He
|
|
|
|
Name:
Guichai He
Title: Director
|
|
|
OCEAN ROSE GLOBAL
LIMITED*
|
|
|
|
|
|
|
|
|
By:
|
/s/
Bingzhao Tan
|
|
|
|
Name:
Bingzhao Tan
Title: Director
|
|
|
PRAISEWISE LIMITED*
|
|
|
|
|
|
|
|
|
By:
|
/s/
Guichai He
|
|
|
|
Name:
Guichai He
Title: Director
|
|
|
RISE VISION GLOBAL
LIMITED*
|
|
|
|
|
|
|
|
|
By:
|
/s/
Bingzhao Tan
|
|
|
|
Name:
Bingzhao Tan
Title: Director
|
|
CUSIP
No. 291087203
|
SCHEDULE
13D
|
Page
14 of 14
|
|
SPLENDID BRILLIANCE
(PTC) LIMITED*
|
|
|
|
|
|
|
|
|
By:
|
/s/
Guichai He
|
|
|
|
Name:
Guichai He
Title: Director
|
|
|
WEALTH WARRIOR GLOBAL
LIMITED
|
|
|
|
|
|
|
|
|
By:
|
/s/
Bingzhao Tan
|
|
|
|
Name:
Bingzhao Tan
Title: Director
|
|
|
By:
|
/s/
GUICHAI HE
|
|
|
|
GUICHAI
HE, an individual*
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
BINGZHAO TAN
|
|
|
|
BINGZHAO
TAN, an individual*
|
|
* These reporting persons
disclaim
beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall
not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of
the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.
Emerson Radio (AMEX:MSN)
Historical Stock Chart
From Dec 2024 to Jan 2025
Emerson Radio (AMEX:MSN)
Historical Stock Chart
From Jan 2024 to Jan 2025