Amended Statement of Beneficial Ownership (sc 13d/a)
February 15 2019 - 4:23PM
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. 4)*
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)
February 14, 2019
(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)
72.4%
|
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)
72.4%
|
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)
72.4%
|
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)
72.4%
|
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)
72.4%
|
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)
72.4%
|
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)
72.4%
|
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)
72.4%
|
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)
72.4%
|
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)
72.4%
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
CUSIP No. 291087203
|
SCHEDULE 13D
|
Page 12 of 14
|
Item 1.
|
This
amendment No. 4 to Schedule 13D (this “
Amendment No. 4
”), 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 March 2, 2018, Amendment No. 2 dated June 29, 2018, Amendment No. 3 dated November 16, 2018 and this Amendment No.
4, collectively, the “
Schedule 13D
”) by the Reporting Persons, relating to the shares of Common Stock, par
value $0.01 per share (the "
Common Stock
"), of Emerson Radio Corp., a Delaware corporation (the “
Issuer
”)
beneficially owned by the Reporting Persons. Capitalized terms not defined in this Amendment No. 4 shall have the meanings
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 Schedule 13D
is hereby amended and restated in its entirety as follows:
|
|
As
of the date of this Amendment No. 4, 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 72.4% of the outstanding shares of Common Stock, based on 21,042,652 shares of Common Stock outstanding as of February
11, 2019 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on February 14, 2019.
|
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 15
th
day of February, 2019
|
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
|
|
|
|
|
|
|
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By:
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/s/ Bingzhao Tan
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Name: Bingzhao Tan
Title: Director
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By:
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/s/ Guichai He
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GUICHAI HE, an individual*
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By:
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/s/ Bingzhao Tan
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BINGZHAO TAN, an individual*
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* 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.
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