UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTIONProxy Statement Pursuant to Section 14(a) OF THE SECURITIESof the Securities
EXCHANGE ACT OFExchange Act of 1934 (AMENDMENT NO.(Amendment No.      )

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EMERSON RADIO CORP.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
       
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[X]Definitive Proxy Statement
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EMERSON RADIO CORP.

(Name of Registrant as Specified In Its Charter)



(Name of Person(s) Filing Proxy Statement, if other than Registrant)

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TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD SEPTEMBER 19, 2008
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD SEPTEMBER 19, 2008
VOTING PROCEDURES AND REVOCABILITY OF PROXIES
PROPOSAL I: ELECTION OF DIRECTORS
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
BOARD OF DIRECTORS AND COMMITTEES
EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF MOORE STEPHENS, P.C. AS INDEPENDENT AUDITORS OF EMERSON FOR THE FISCAL YEAR ENDING 2009
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF MOORE STEPHENS, P.C. AS INDEPENDENT AUDITORS OF EMERSON FOR THE FISCAL YEAR ENDING MARCH 31, 2009
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
STOCKHOLDER COMMUNICATIONS AND PROPOSALS
PERSONS MAKING THE SOLICITATION
OTHER MATTERS
FINANCIAL STATEMENTS

EMERSON RADIO CORP.
NINE ENTIN ROAD
P.O. BOX 430
PARSIPPANY, NEW JERSEY 07054-0430
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 13, 2007SEPTEMBER 19, 2008
Dear Stockholder:
          As a stockholder of Emerson Radio Corp., you are hereby given notice of and invited to attend in person or by proxy our 20072008 Annual Meeting of Stockholders to be held at the offices of our counsel, Lowenstein Sandler PC, located at 65 Livingston Avenue, Roseland, New Jersey 07068 on Thursday, December 13, 2007,Friday, September 19, 2008, at 10:00 a.m. (local time).
          At this year’s stockholders’ meeting, you will be asked to (i) elect teneight directors to serve for a one-year term, (ii) ratify the appointment of Moore Stephens, P.C. as our independent registered public accountants for the fiscal year ending March 31, 20082009 and (iii) transact such other business as may properly come before the meeting and any adjournment(s) thereof. Our Board of Directors unanimously recommends that you vote FOR the directors nominated and the ratification of Moore Stephens, P.C. Accordingly, please give careful attention to these proxy materials.
          Only holders of record of our common stock as of the close of business on November 9, 2007,August 8, 2008, are entitled to notice of and to vote at suchour annual meeting and any adjournment(s) thereof. Our transfer books will not be closed.
          You are cordially invited to attend the annual meeting. Whether you expect to attend the annual meeting or not, please vote, sign, date and return in the self-addressed envelope provided the enclosed proxy card as promptly as possible. If you attend the annual meeting, you may vote your shares in person, even though you have previously signed and returned your proxy.
By Order of the Board of Directors,
-s- Andrew L. Davis
/s/  Andrew L. Davis
Andrew L. Davis
Secretary
Parsippany, New Jersey
November 21, 2007August 22, 2008
YOUR VOTE IS IMPORTANT.
PLEASE EXECUTE AND RETURN PROMPTLY THE
ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED HEREIN.

 

EMERSON RADIO CORP.
Nine Entin Road
P.O. Box 430
Parsippany, New Jersey 07054-0430
 
PROXY STATEMENT
 
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 13, 2007SEPTEMBER 19, 2008
 
To Our Stockholders:
          This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Emerson Radio Corp., a Delaware corporation, to be used at our Annual Meeting of Stockholders to be held at the offices of our counsel, Lowenstein Sandler PC, located at 65 Livingston Avenue, Roseland, New Jersey 07068 on Thursday, December 13, 2007,Friday, September 19, 2008, at 10:00 a.m. (local time), or at any adjournment or adjournments thereof. Our stockholders of record as of the close of business on November 9, 2007,August 8, 2008, are entitled to vote at our annual meeting. We expect to begin mailing this proxy statement and the enclosed proxy card to our stockholders on or about November 21, 2007.August 22, 2008.
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 properly brought before the annual meeting. As of the record date, there were 27,129,832 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. Assuming that a quorum is present, directors will be elected by a plurality vote and the ten nominees who receive the most votes will be elected. There is no right to cumulate votes in the election of directors. The ratification of the appointment of Moore Stephens, P.C. as our independent registered public accounting firmaccountants for the fiscal year ending March 31, 20082009 will require the affirmative vote of a majority of the shares present and entitled to vote with respect to such proposal.
          Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present and do not have an effect on the election of directors. Abstentions, but not

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but not broker non-votes, are treated as shares present and entitled to vote, and will be counted as a “no” vote on all other matters. Broker non-votes are treated as not entitled to vote, and so reduce the absolute number, but not the percentage of votes needed for approval of a matter. As of the record date, The Grande Holdings Limited (“Grande Holdings”) had the indirect power to vote approximately 57.6% of the outstanding shares of our common stock, and Grande Holdings has advised us that they intend to attend the annual meeting and intend to vote in favor of each of the proposals. As a result, we expect that we will have a quorum present at the annual meeting and that each of the proposals will be approved. Holders of our common stock will not have any dissenters’ rights of appraisal in connection with any of the matters to be voted on at the annual meeting.
          The accompanying proxy card provides space for you to vote in favor of, or to withhold voting for: (i) the nominees for the Board of Directors and (ii) the ratification of the appointment of Moore Stephens, P.C. as independent registered public accountants of Emerson for the fiscal year ending March 31, 2008.2009. Our 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 will vote the shares in accordance with the stockholder’s instructions. The proxies we have designated for the stockholders are Greenfield Pitts and John D. Florian.Andrew L. Davis. 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: (i) the election of the nominees for director and (ii) the ratification of the appointment of Moore Stephens, P.C. as our independent registered public accountants for the fiscal year ending March 31, 20082009 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 our 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.
          At least ten (10) days before the annual meeting, we will make a complete list of the stockholders entitled to vote at the meeting open to the examination of any stockholder for any purpose germane to the meeting. The list will be open for inspection during ordinary business hours at our offices located at Nine Entin Road, Parsippany, New Jersey 07054, and will also be made available to stockholders present at the meeting.

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PROPOSAL I: ELECTION OF DIRECTORS
          TenEight 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.
          The teneight nominees for election as directors to serve until our next annual meeting of shareholders and until their successors have been duly elected and qualified are Christopher Ho, Adrian Ma, Greenfield Pitts, Michael A.B. Binney, Eduard Will, W. Michael Driscoll, Mirzan Mahathir, David R. Peterson, Kareem E. Sethi and Norbert R. Wirsching. SevenTerence A. Snellings. All of the nominees named in this proxy statement are members of our current Board of Directors. All nominees have consented to serve if elected and 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 our Board of Directors may recommend, (ii) our Board of Directors may reduce the number of directors to eliminate the vacancy or (iii) our Board of Directors may fill the vacancy at a later date after selecting an appropriate nominee.
          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 is set forth belowbelow. See “Security Ownership of Certain Beneficial Owners and Management” for additional information about the nominees, including their ownership of securities issued by Emerson.
            
 Year   Year  
 First   First  
 Became   Became  
Name Age Director Principal Occupation or Employment Age Director Principal Occupation or Employment
Christopher Ho  57   2006  Christopher Ho has served as our Chairman since July 2006. Mr. Ho is presently the Chairman of Grande Holdings, a Hong Kong based group of companies engaged in a number of businesses including the manufacture, sale and distribution of audio, video and other consumer electronics and video products. Grande Holdings beneficially holds approximately 57.6% of our outstanding shares of common stock. Christopher Ho graduated with a Bachelor of Commerce degree from the University of Toronto in 1974. He is a member of the Canadian Institute of Chartered Accountants as well as a member of the Institute of Management Accountants of Canada. He is also a certified public accountant (Hong Kong) and a member of the Hong Kong Society of Accountants. He was a partner in international accounting firms before joining Grande Holdings and has extensive experience in corporate finance, international trade and manufacturing.  59   2006  Christopher Ho has served as our Chairman since July 2006. Mr. Ho is presently the Chairman of The Grande Holdings Ltd., a Hong Kong based group of companies engaged in a number of businesses including the manufacture, sale and distribution of audio, video and other consumer electronics and video products. Grande Holdings beneficially holds approximately 57.6% of our outstanding common shares. Mr. Ho also currently serves as Chairman of Lafe Corporation Limited, a company listed on the Singapore Exchange, and a representative director of Sanusi Electric Co., Ltd., a company listed on the Tokyo Stock Exchange. Christopher Ho graduated with a Bachelor of Commerce degree from the University of Toronto in 1974. He is a member of the Canadian Institute of Chartered Accountants as well as a member of the Institute of Management Accountants of Canada. He also is a certified public accountant (Hong Kong) and a member of the Hong Kong Society of Accountants. He was a partner in international accounting firms before joining Grande Holdings and has extensive experience in corporate finance, international trade and manufacturing.

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 Year   Year  
 First   First  
 Became   Became  
Name Age Director Principal Occupation or Employment Age Director Principal Occupation or Employment
Adrian Ma(1)  62   2006  Adrian Ma has served as our Chief Executive Officer since March 30, 2006 and served as our Chairman from March 30, 2006 through July 26, 2006. Mr. Ma continues to serve as a Director. Mr. Ma is presently a director of Grande Holdings. Mr. Ma has served as a director of Grande Holdings since January 15, 1999 and has more than 30 years experience as an Executive Chairman, Executive Director and Managing Director of various organizations focused primarily in the consumer electronics industry. Mr. Ma is also Director of Lafe Technology Ltd., Vice Chairman and Managing Director of Ross Group Inc. and Deputy Chairman of Sansui Electronics Co., Ltd.  63   2006  Adrian Ma, a director of the Company since March 30, 2006, has been our Chief Executive Officer since March 30, 2006 and also served as our Chairman from March 30, 2006 through July 26, 2006. In addition, Mr. Ma is a director of Grande Holdings. He has more than 30 years experience as an Executive Chairman, Executive Director and Managing Director of various organizations focused primarily in the consumer electronics industry. Mr. Ma also is Director of Lafe Technology Ltd., Vice Chairman and Managing Director of Ross Group Inc. and Deputy Chairman of Sansui Electric Co. Ltd.
                    
Greenfield Pitts  57   2006  Greenfield Pitts has served as our Chief Financial Officer since February 2007 and a director since March 2006. Mr. Pitts has a 30-year background in international banking and was associated with Wachovia Bank, our present lender, for more than 25 years, with assignments in London, Atlanta and Hong Kong. From 1997 to 2006, he was in Hong Kong managing a joint venture between Wachovia and HSBC, then in Corporate Finance for Wachovia Securities.  58   2006  Greenfield Pitts has served as our Chief Financial Officer since February 2007 and a director since March 2006. Mr. Pitts has a 30-year background in international banking and was associated with Wachovia Bank, our present lender, for more than 25 years, with assignments in London, Atlanta and Hong Kong. From 1997 to 2006, he was in Hong Kong managing a joint venture between Wachovia and HSBC, later worked in Corporate Finance for Wachovia Securities.
                    
Michael A.B. Binney  48   2005  Michael A.B. Binney has served as our Acting Group Controller since February 2007, President-International Sales since July 2006 and as a Director since December 2005. He is a fellow member of the Institute of Chartered Accountants in England and Wales and a fellow member of the Hong Kong Institute of Certified Public Accountants. He was a professional accountant for several years before joining the computer and electronics industry. He is currently also a Director of Grande Holdings, a Director of Lafe Technologies, Ltd., a company listed on the Singapore Exchange, as well as a Director of several other companies in Malaysia, Japan, Singapore and the United Kingdom.  49   2005  Michael A.B. Binney has been a Director since December 2005. Mr. Binney served as our Acting Group Controller from February 2007 until May 2008 and as our President- International Sales from July 2006 until May 2008. He is a fellow member of the Institute of Chartered Accountants in England and Wales and a fellow member of the Hong Kong Institute of Certified Public Accountants. He was a professional accountant for several years before joining the computer and electronics industry. He also currently is a Director of Grande Holdings, a Director of Lafe Corporation Limited, a company listed on the Singapore Exchange, as well as a Director of several other companies in Malaysia, Japan, Singapore and the United Kingdom.
          
Eduard Will  66   2006  Eduard Will has served as our Vice Chairman since October 2007 and a Director since July 2006. From July 2006 until October 2007, Mr. Will served as our President- North American Operations. Prior to becoming President- North American Operations, Mr. Will served as the Chairman of our Audit Committee from January 2006 through July 2006. Mr. Will has more than 37 years experience as a merchant banker, senior advisor and director of various public and private companies. Presently,

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       Year  
 Year First   First  
 Became   Became  
Name Age Director Principal Occupation or Employment Age Director Principal Occupation or Employment
Eduard Will
(continued)		         Mr. Will is serving on the Board of Directors or acting as Senior Adviser to: Grande Holdings, KoolConnect Technologies Inc. and Integrated Data Corporation.
          
W. Michael Driscoll (1)  61   2006  W. Michael Driscoll has served as a Director since March 2006. Mr. Driscoll has more than 36 years experience as a director and executive officer of various public and private companies. Presently, Mr. Driscoll is CEO of Ithaca Technologies, LLC and serves on the Boards of Directors of IPC Corporation Ltd., Singapore, and Music Gear Incorporated, USA. Mr. Driscoll has also served as the Chairman of the Board of ThinSoft (Holdings) Ltd., Hong Kong and President and Chief Executive Officer of Dazzle Multimedia Corporation, Smith Corona Corporation, Austin Computer Systems, Inc. and Technology Applications, Ltd., Thailand.
Eduard Will  66   2006  Eduard Will has been our Vice Chairman since October 2007 and a Director since July 2006. From July 2006 until October 2007, Mr. Will served as our President- North American Operations. Prior to becoming President- North American Operations, Mr. Will was the Chairman of our Audit Committee from January 2006 through July 2006. Mr. Will has more than 37 years experience as a merchant banker, senior advisor and director of various public and private companies. Presently, Mr. Will is serving on the Board of Directors or acting as Senior Adviser to Grande Holdings, KoolConnect Technologies Inc. and Integrated Data Corporation.
                    
Mirzan Mahathir  49   —  Mirzan Mahathir currently manages his investments in Malaysia and overseas while facilitating business collaboration in the region. Previously, Mr. Mahathir worked for IBM Corporation and Salomon Brothers. Since 1992, Mr. Mahathir has served as the Executive Chairman and President of Konsortium Logistik Berhad, a Malaysian logistic solutions provider listed on the Kuala Lumpar Stock Exchange. He is also the Chairman and CEO of Crescent Capital Sdn Bhd, a Malaysian investment holding and independent strategic and financial advisory firm which he founded. He is also the President of the Asian Strategy and Leadership Institute (ASLI), a leading organizer of business conferences, secretariat for business councils and public policy research centre. Currently, Mr. Mahathir holds directorships in Worldwide Holdings Berhad and AHB Holdings Berhad, companies listed on the Bursa Malaysia, and Lafe Technology Ltd., a company listed on the Singapore Exchange. He is also a member of the UN/ESCAP Business Advisory Council, the American Bureau of Shipping Southeast Asia Committee and the Wharton Business School Asian Executive Board.  50   2007  Mirzan Mahathir has been a Director since 2007. Mr. Mahathir currently manages his investments in Malaysia and overseas while facilitating business collaboration in the region. Previously, Mr. Mahathir worked for IBM Corporation and Salomon Brothers. From 1992 to 2007, Mr. Mahathir served as the Executive Chairman and President of Konsortium Logistik Berhad, a Malaysian logistic solutions provider listed on the Kuala Lumpur Stock Exchange. He also is the Chairman and CEO of Crescent Capital Sdn Bhd, a Malaysian investment holding and independent strategic and financial advisory firm which he founded and the President of the Asian Strategy and Leadership Institute (ASLI), a leading organizer of business conferences, secretariat for business councils and public policy research centre. Currently, Mr. Mahathir holds directorships in AHB Holdings Berhad, a company listed on the Bursa Malaysia, and Lafe Technology Ltd., a company listed on the Singapore Stock Exchange. He is also a member of the UN/ESCAP Business Advisory Council and the Wharton Business School Asian Executive Board.
          
Kareem E. Sethi (1)(2)  30   2007  Kareem E. Sethi has been a Director since 2007. Mr. Sethi has served as Managing Director of Streetwise Capital Partners, Inc. since 2003. From 1999 until 2003, Mr. Sethi was Manager, Business Recovery Services for PricewaterhouseCoopers Inc.
 
(1) Corporate Governance, Nominating and Compensation Committee
(2)Member of the Audit Committee

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      Year First  
      Became  
             Name Age Director Principal Occupation or Employment
David R. Peterson  63   —  Mr. Peterson serves as a senior partner and Chairman of the Toronto law firm of Cassels Brock & Blackwell LLP, where he practices corporate/commercial law. Mr. Peterson also serves as Chancellor of the University of Toronto and a director of St. Michael’s Hospital, the Shaw Festival and the Toronto Community Foundation. He is a director of a number of public and private companies including Rogers Communications Inc., Ivanhoe Cambridge Inc., Industrielle-Alliance Life Assurance Company and Shoppers Drug Mart and was the Founding Chairman of the Toronto Raptors Basketball Club Inc. and Chapters Inc. Mr. Peterson is or was director or otherwise active with a number of charitable, educational and environmental organizations.
           
Kareem E. Sethi  30   —  Kareem E. Sethi has served as Managing Director of Streetwise Capital Partners, Inc. since 2003. From 1999 until 2003, Mr. Sethi served as Manager, Business Recovery Services of PricewaterhouseCoopers Inc.
           
Norbert R. Wirsching (1)  70   2006  Norbert R. Wirsching has served as a Director since July 2006. Mr. Wirsching is a consumer electronics industry veteran of 48 years. He has managed international public and private companies including; Director and CEO of Capetronic Group Ltd. Global, CEO of Polly Peck International PLC, Electronics Division, and Director of Polly Peck International PLC, London, Director Sansui Electric Company Ltd., Tokyo, Director of BSR International, Hong Kong/London and Chairman of BSR USA. Since retiring from the Capetronic Group Ltd. in 1994, he served as principal of N.R. Wirsching Enterprise, a consulting firm focussing on international public and private companies, as well as merger and acquisition services. He is involved in numerous philanthropic organizations and currently serves as Trustee of Wooster School, an independent private school in Connecticut.
           
      Year  
      First  
      Became  
Name Age Director Principal Occupation or Employment
Terence A. Snellings (2)  58   2008  Terence A. Snellings has been a director since August 2008. Mr. Snellings has served as Director of Finance and Administration of Refuge Resettlement and Immigration Services of Atlanta, Inc., a non-profit agency that provides an entry into the American culture for refugees, since June 2006. From 1986 until April 2006, Mr. Snellings served as Managing Director of Wachovia Services, Ltd., where he managed investment banking origination activities of the Asia-Pacific Group within Wachovia Securities Corporate and Investment Banking Division.
 
(1) Member of the AuditCorporate Governance, Nominating and Compensation Committee

6

     Two of our current directors, Peter G. Bünger and Jerome Farnum, are not included on the nominee slate for election at our annual meeting. Background information with respect to these directors is set forth below. See “Security Ownership of Certain Beneficial Owners and Management” for additional information about such directors, including their ownership of securities issued by Emerson.
           
      Year  
      First  
      Became  
            Name Age Director Principal Occupation or Employment
Peter G. Bünger (1)  66   1992  Peter G. Bünger has served as a consultant with Savarina AG, an entity engaged in the business of portfolio management monitoring in Zurich, Switzerland since 1990. Since October 1992, Mr. Bünger has served as a Director of Savarina AG. From 2002 to September 2006, he served as an independent consultant for Emerson’s manufacturing efforts in Europe, and from December 1996 through July 2005, Mr. Bünger served as a Director of Sport Supply Group, Inc. (“SSG”), which is quoted on the over the counter bulletin board (OTC: SSPY). Following the sale of Emerson’s issued and outstanding shares of common stock of SSG (approximately 53.2% ownership) in July 2005, Mr. Bünger resigned as a Director of SSG.
           
Jerome Farnum (2)  72   1992  Jerome H. Farnum has served as a Director since July 1992. Since July 1994, Mr. Farnum has been an independent consultant. For at least five years prior to July 1994, Mr. Farnum was a senior executive (in charge of legal and tax affairs, accounting, asset and investment management, foreign exchange relations and financial affairs) with several entities comprising the Fidenas group of companies, whose activities encompassed merchant banking, investment banking, investment management and corporate development.
(1)As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2007, Mr. Bünger resigned as a director, effective as of the date of our annual meeting, and advised us that he would not stand for reelection as a director at such meeting.
 
(2) Mr. Farnum currently serves as a memberMember of the Audit Committee. Mr. Farnum has retired as a director, effective as of the expiration of his term at our annual meeting.Committee
Vote Required
          Directors will be elected by a plurality of the votes cast by the holders of our common stock voting in person or by proxy at the annual meeting. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum, but will have no effect on the vote for election of directors.
THE BOARD OF DIRECTORS URGES YOU TO VOTE “FOR”
EACH OF THE NOMINEES FOR DIRECTOR SET FORTH ABOVE.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
          The following table sets forth, as of November 9, 2007,August 8, 2008, the beneficial ownership of (i) each current director; (ii) each nominee for director at our annual meeting; (iii) each of our named executive officers named in the Summary Compensation Table (“executive officers”);officers; (iv) our current directors and executive officers as a group; and (v) each stockholder known by us to own beneficially more than 5% of our outstanding shares of common stock. Common stock beneficially owned and percentage ownership as of November 9, 2007August 8, 2008 were based on 27,129,832 shares outstanding. Except as otherwise noted, the address of each of the following beneficial owners is c/o Emerson Radio Corp., Nine Entin Road, Parsippany, New Jersey 07054.
         
  Amount and Nature of  
Name and Address of Beneficial Owners Beneficial Ownership (1) Percent of Class (1)
Christopher Ho (2)  15,634,482   57.6%
Adrian Ma  0   0%
Michael A. B. Binney (3)  16,667    *
Eduard Will (4)  16,667    *
John J. Raab (5)  0    *
John D. Florian  0   0%
Peter G. Bünger (6)  58,871    *
W. Michael Driscoll (7)  16,667   0%
Jerome H. Farnum (8)  50,000    *
Greenfield Pitts (9)  23,333    *
Norbert R. Wirsching (10)  9,333    *
Guy A. Paglinco (11)  0   0%
Mirzan Mahathir (12)  0   0%
David R. Peterson (12) 0   0%
Kareem E. Sethi (12)  0   0%
All Directors and Executive Officers as a Group (9 persons) (13)  15,826,020   58.3%
         
  Amount and Nature of  
Name and Address of Beneficial Owners Beneficial Ownership (1) Percent of Class (1)
Christopher Ho (2)  15,634,482   57.6%
Adrian Ma  0   0%
Greenfield Pitts (3)  33,333   * 
John Spielberger  0   0%
Michael A. B. Binney (4)  16,667   * 
Eduard Will (5)  25,000   * 
John J. Raab (6)  0   * 
Mirzan Mahathir  0   0%
Kareem E. Sethi  0   0%
Terence A. Snellings  0   0%
Lloyd I. Miller, III (7)  1,584,381   5.8%
Dimensional Fund Advisors LP (8)  1,388,214   5.1%
Directors and Executive Officers as a Group (9 persons) (9)  15,718,815   57.8%
 
(*) Less than one percent.
 
(1) Based on 27,129,832 shares of common stock outstanding as of November 9, 2007.August 8, 2008. Each beneficial owner’s percentage ownership of common stock is determined by assuming that options that are held by such person (but not those held by any other person) and that are exercisable or convertible within 60 days of November 9, 2007August 8, 2008 have been exercised. Except as otherwise indicated, the beneficial ownership table does not include common stock issuable upon exercise of outstanding options, which are not currently exercisable within 60 days of November 9, 2007.August 8, 2008. 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) S&T International Distribution Ltd. (“S&T”) is the record owner of 15,634,482 shares of common stock (the “Shares”). As the sole stockholder of S&T, Grande N.A.K.S. Ltd. (“N.A.K.S.”) may be deemed to own beneficially the Shares. As the sole stockholder of N.A.K.S., Grande Holdings may be deemed to own beneficially the Shares. Mr. Ho has a beneficial interest in approximately 67% of the capital stock of Grande Holdings. By virtue of such interest and his position with Grande Holdings, Mr. Ho may be deemed to have power to vote and power to dispose of the Shares beneficially held by Grande Holdings. Information with respect to the ownership of these shares was obtained from a Schedule 13D/A filed on November 5, 2007.

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(3) Mr. Binney’sPitts’ ownership consists of options to purchase 16,667 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of November 9, 2007. Mr. Binney also has options to purchase 8,333 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of November 9, 2007.
(4)Mr. Will’s ownership consists of options to purchase 16,667 shares of our common stock pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of November 9, 2007. Mr. Will also has options to purchase 33,333 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of November 9, 2007. Mr. Will resigned from his position as our President-North American Operations and began to serve as our Vice Chairman, effective as of October 29, 2007.
(5)Mr. Raab resigned as our Senior Vice President and Chief Operating Officer, effective August 31, 2007.
(6)Mr. Bünger’s ownership consists of 33,871 shares of common stock directly owned by him and options to purchase 25,000 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of November 9, 2007.
(7)Mr. Driscoll’s ownership consists of options to purchase 16,667 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of November 9, 2007. Mr. Driscoll also has options to purchase 33,333 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of November 9, 2007.
(8)Mr. Farnum has options to purchase 50,000 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of November 9, 2007. Mr. Farnum also has options to purchase 25,000 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of November 9, 2007.
(9)Mr. Pitts ownership consists of 15,000 shares of common stock directly owned by him and options to purchase 8,333 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of November 9, 2007.August 8, 2008. Mr. Pitts also has options to purchase 16,667 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of November 9, 2007.August 8, 2008.

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(10)(4) Mr. Wirsching’sBinney’s ownership consists of 1,000 shares of common stock directly owned by him and options to purchase 8,33316,667 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of November 9, 2007.August 8, 2008. Mr. WirschingBinney also has options to purchase 16,6678,333 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of November 9,August 8, 2008.
(5)Mr. Will’s ownership consists of options to purchase 25,000 shares of our common stock pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of August 8, 2008. Mr. Will also has options to purchase 25,000 shares of our common stock issued pursuant to Emerson’s 2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of August 8, 2008. Mr. Will resigned from his position as our President-North American Operations and began to serve as our Vice Chairman, effective as of October 29, 2007. On December 1, 2007, Mr. Will relinquished his duties and responsibilities as an executive officer.
(6)Mr. Raab resigned as our Senior Vice President and Chief Operating Officer, effective August 31, 2007.
 
(11)(7) Mr. Paglinco resignedLloyd I. Miller, III has sole voting and dispositive power with respect to 638,445 shares of our common stock as (i) a manager of a limited liability company that is the general partner of a certain limited partnership and (ii) an individual. Lloyd I. Miller, III has shared voting and dispositive power with respect to 945,936 shares of our Vice President and Chief Financial Officer, effectivecommon stock as an investment advisor to the trustee of April 14, 2006.certain family trusts. The address of Lloyd Miller, III is 4550 Gordon Drive, Naples, Florida 34102. Information with respect to the ownership of these shares was obtained from a Schedule 13G filed with the SEC on June 24, 2008.
 
(12)(8) EachDimensional Fund Advisors LP (formerly, Dimensional Fund Advisors Inc.), an investment advisor registered under Section 203 of Messrs. Mahathir, Petersonthe Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and Sethiserves as investment manager to certain other commingled group trusts and separate accounts. These investment companies, trusts and accounts are the “Funds.” In its role as investment advisor or manager, Dimensional Fund Advisors LP possesses investment and/or voting power over the securities that are owned by the Funds, and may be deemed to be the beneficial owner of the shares held by the Funds. However, all shares reported are owned by the Funds and Dimensional Fund Advisors LP disclaims beneficial ownership of such securities and the filing by Dimensional Fund Advisors LP. The address of Dimensional Fund Advisors LP is 1299 Ocean Avenue, Santa Monica, California 90401. Information with respect to the ownership of these shares was obtained from a nominee for election as a director at our annual meeting.Schedule 13G filed with the SEC on February 6, 2008.
 
(13)(9) See footnotes (2) through (11)(5) and (7).

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BOARD OF DIRECTORS AND COMMITTEES
Board of Directors and Committees
          At the beginning of our fiscal year ended March 31, 2008 (“Fiscal 2008”), our Board of Directors consisted of Christopher Ho, Adrian Ma, Greenfield Pitts, Peter Bünger, W. Michael Driscoll, Jerome H. Farnum, Eduard Will and Norbert R. Wirsching. On October 25, 2007, Mr. Bünger resigned as a director, effective as of the date of our annual meeting of stockholders that was held on December 13, 2007 (the “2007 Annual Meeting”) and advised us that he would not stand for reelection as a director at such meeting. Mr. Bünger’s reasons for such actions were outlined in a letter submitted by him to our Board of Directors, a copy of which letter was filed as an exhibit to our current report on Form 8-K filed with the Securities and Exchange Commission, or the SEC, on October 31, 2007. Mr. Farnum elected not to stand for reelection to our Board of Directors at our 2007 Annual Meeting. At our 2007 Annual Meeting, we added three directors to our Board of Directors, Mirzan Mahathir, Kareem E. Sethi and David R. Peterson. In July 2008, Messrs. Driscoll, Peterson and Wirsching resigned as directors. The reasons for Mr. Driscoll’s resignation were outlined in a letter submitted by him to our Board of Directors, a copy of which letter was filed as an exhibit to our current report on Form 8-K filed with the SEC on July 18, 2008, and the reasons for Mr. Wirsching’s resignation were outlined in a letter submitted by him to our Board of Directors, a copy of which letter was filed as an exhibit to our current report on Form 8-K filed with the SEC on July 29, 2008. Our businessBoard of Directors appointed Terence A. Snellings as a director on August 12, 2008. Our Board of Directors presently consists of eight directors — Messrs. Ho, Ma, Pitts, Binney, Mahathir, Sethi, Snellings and Will.
          The Board of Directors is managed underresponsible for the management and direction of our Board of Directors.company and for establishing broad corporate policies. The Board of Directors meets periodically during our fiscal year to review significant developments affecting Emersonus and to act on matters requiring Board of Director approval. The Board of Directors held 10six formal meetings during the fiscal year ended March 31, 2007 (“Fiscal 2007”)2008 and also acted by unanimous written consent. During Fiscal 2007,2008, each member of the Board of Directors participated in at least 75% of the aggregate of all meetings of the Board of Directors and the aggregate of all meetings of committees on which such member served, that were held during the period in which such director served during Fiscal 2007.2008, except that Mr Ho did not participate in four meetings, and each of Messrs. Bünger, Binney and Mahathir did not participate in two meetings. We have a policy of encouraging, but not requiring, our Board members to attend annual meetings of stockholders. Last year, five of our directors who were nominated for re-election attended our 2007 Annual Meeting.
     During the period from the beginning of Fiscal 2007 until July 2006, the Board of Directors had three standing committees, the Audit Committee, the Compensation and Personnel Committee and the Nominating Committee.          As of November 9, 2007,August 8, 2008, Grande Holdings beneficially owned an aggregate of 15,634,482 shares of our common stock, which represents approximately 57.6% of the shares of common stock currentlythen outstanding. Accordingly, Emerson iswe are a “controlled company,” as such term is defined in Section 801(a) of The American Stock Exchange Company Guide (the “Company Guide”). As a “controlled company,” Emerson iswe are not required to comply with Sections 802(a), 804 or 805 of the Company Guide relating to independent directors, Boarddirector nominations and executive compensation, respectively.
     Under Section 802(a) of the Company Guide, Because we are a “controlled company,” we are exempt from the requirement that at least a majority of the directors on our Board of Directors be independent “independent”

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directors, as defined in Section 121A of the Company Guide because we are a “controlled company,” as such term is defined in Section 801(a)803A of the Company Guide, and we do not maintain a board of directors comprised of a majority of independent directors that meet the definition of independence as set forth in the American Stock Exchange and SEC rules. FourOur Board of Directors has determined that each of Mirzan Mahathir, Kareem E. Sethi and Terence A. Snellings, three of our nine current directors, meet the definition of independenceis “independent” as established bydefined under the American Stock Exchange listing standards. Our Board of Directors also has determined that Peter G. Bünger, W. Michael Driscoll, Jerome H. Farnum and SEC rules, and we expect that immediately following our annual meeting, threeNorbert R. Wirsching, each of whom served as a member of our ten directors will meet such definition. As a resultBoard of its statusDirectors during Fiscal 2008, were “independent” as defined under the American Stock Exchange listing standards.
          Because we are a “controlled company,” since July 2006,as such term is defined in Section 801(a) of the Company Guide, we also are exempt from the requirement to have the compensation of our executives determined by a compensation committee comprised solely of independent directors or by a majority of the board’s independent directors and from the requirement to have director nominees selected by a nominating committee comprised entirely of independent directors or by a majority of the independent directors. Accordingly, during Fiscal 2008, our Board of Directors has had only one standing committee, the Audit Committee. The functionsIn April 2008, our Board of theDirectors established a Corporate Governance, Nominating and Compensation and Personnel Committee and the Nominating Committee during the period from the beginning of Fiscal 2007 until July 2006, and theCommittee. The functions of the Audit Committee during Fiscal 20072008 and the functions of the Corporate Governance, Nominating and Compensation Committee since April 2008 are described below. No member
Audit Committee. Under Section 803(B)(2) of anythe Company Guide, we are required to have an audit committee of any of such committees was an employee of Emerson while serving on such committee.
     The Board of Directors is responsible forat least two independent members, as defined by the management and direction of Emerson and for establishing broad corporate policies. It has initiated actions consistent with the Sarbanes-Oxley Act of 2002, the Securities and Exchange Commission (the “SEC”) and the American Stock Exchange. The Board of Directors has determined that from the beginning of Fiscal 2007 through July 26, 2006, Messrs. Bünger, Driscoll, Farnum, Pitts and Will satisfied the independencelisting standards of the American Stock Exchange and the SEC’s Rule 10A-3. The Board of Directors has determined that Messrs. Bünger, Driscoll, Farnum, Sethi and Wirsching currently satisfy all such definitions of independence. The Board of Directors has also determined that during the period from the beginning of Fiscal 2007 through July 26, 2006, Eduard Will constituted our “audit committee financial expert,” as such term is defined by the

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SEC. As a result of the appointment of Mr. Will as our President-North American Operations in July 2006, the Board of Directors has determined that Mr. Driscoll currently constitutes our “audit committee financial expert” as such term is defined by the SEC. Emerson has a policy of encouraging, but not requiring, its Board members to attend annual meetings of stockholders. Last year, each of our directors, at such time, attended the annual meeting of stockholders.
Audit Committee.Exchange. Our Audit Committee, which is a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, presently is presently comprised of Messrs. Driscoll (Chairman), Farnum and Wirsching. Since Mr. Farnum is not standing for reelection at our annual meeting, we expect that following our annual meeting, the Board will appointtwo independent directors, Kareem E. Sethi to filland Terence A. Snellings, who have served on our Audit Committee since December 13, 2007 and August 12, 2008, respectively. During Fiscal 2008 and through the vacancy created thereby.date of his resignation on July 14, 2008, W. Michael Driscoll served as the Chairman, the “audit committee financial expert” and an independent director of the Audit Committee. Norbert R. Wirsching served as an independent director of the Audit Committee during Fiscal 2008 and through the date of his resignation on July 28, 2008, and Jerome H. Farnum served as an independent director of the Audit Committee during Fiscal 2008 and until our 20007 Annual Meeting on December 13, 2007. On August 12, 2008, our Board of Directors designated Mr. Sethi as the “audit committee financial expert” of the Audit Committee and appointed Mr. Sethi as the Chairman of the Audit Committee.
          The Audit Committee is empowered by the Board of Directors, to, among other things:things, to: (i) serve as an independent and objective party to monitor our financial reporting process, internal control system and disclosure control system; (ii) review and appraise the audit efforts of our independent accountants; (iii) assume direct responsibility for the appointment, compensation, retention and oversight of the work of the outside auditors and for the resolution of disputes between the outside auditors and our management regarding financial reporting issues; and (iv) provide the opportunity for direct communication among the independent accountants, financial and senior management and the Board of Directors. During Fiscal 2007,2008, the Audit Committee performed its duties under a written charter approved by the Board of Directors and formally met tensix times. A copy of our Second Amended and Restated Audit

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Committee Charter is posted on our website: www.emersonradio.com on the Investor Relations page.
Report of the Audit Committee
          This report shall not be deemed “soliciting material” or incorporated by reference in any filing by us under the Securities Act or the Exchange Act except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under either act.
          Through July 2006,December 13, 2007, the Audit Committee was comprised of Messrs. WillDriscoll (Chairman), Farnum and Driscoll.Wirsching. Following Mr. Will’s appointment asFarnum’s election not to stand for reelection at our President-North American Operations in July 2006, Mr. Will resigned as Chairman and a member of the Audit Committee, and2007 Annual Meeting, the Board of Directors appointed Mr. Sethi as member of the Audit Committee. From the resignations of Messrs. Driscoll and Wirsching as Chairmandirectors and members of the Audit Committee in July 2008 until August 12, 2008, our Audit Committee was comprised of one member, Mr. Sethi. On August 12, 2008, our Board of Directors appointed Terence A. Snellings to serve on the Audit Committee, and appointed Mr. Greenfield PittsSethi to serve as memberthe Chairman of theour Audit Committee. Following Mr. Pitts’ resignation as member of the Audit Committee in October 2006, theOur Board of Directors appointed Mr. Wirsching to the Audit Committee. All membershas determined that each of the Audit Committee have been determined to beMessrs. Sethi and Snelling is independent as defined by the listing standards of the American Stock Exchange.
          In this context, the Audit Committee has reviewed the audited consolidated financial statements and has met and held discussions with management and Moore Stephens, P.C., Emerson’s independent registered accounting firm.auditors. Management has represented to the Audit Committee that Emerson’s consolidated financial statements were prepared in accordance with generally accepted accounting principles. Emerson’s independent auditors are responsible for performing an independent audit of Emerson’s financial statements in accordance with auditing standards generally accepted in the United States and for issuing a report on those financial statements. The Audit Committee is responsible for monitoring and overseeing these processes. The Audit

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Committee 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:
 • methods to account for significant unusual transactions;
 
 • the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus;
 
 • the process used by management in formulating particularly sensitive accounting estimates and the basis for the auditors’ conclusions regarding the reasonableness of those estimates; and
 
 • disagreements, if any, with management over the application of accounting principles, the basis for management’s accounting estimates and the disclosures in the financial statements (there were no such disagreements).
          The independent auditors also provided the Audit Committee with written disclosures and the letter required by Independence Standards Board Standard No. 1, which relates to the auditors’ independence, and the Audit Committee discussed with the independent auditors their

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independence. This standard further requires the auditors to disclose annually in writing all relationships that, in the auditors’ professional opinion, may reasonably be thought to bear on their independence, confirm their perceived independence and engage in the discussion of independence.
          Based on the Audit Committee’s discussions with management and the independent registered accounting firm,auditors, as well as the Audit Committee’s review of the representations of management and the report of the independent auditors to the Audit Committee, the Audit Committee recommendedtorecommended to the Board of Directors that Emerson’s audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2007,2008, for filing with the Securities and Exchange Commission.
          The Audit Committee has selected Moore Stephens, P.C. to be retained as Emerson’s independent registered accounting firmcertified 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.
Members of the Audit Committee
W. Michael Driscoll
Kareem E. Sethi (Chairman)
Jerome H. Farnum
Norbert R. Wirsching

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Terence A. Snellings (solely as to the statements made in the last paragraph of this Report of the Audit Committee, which reflect events occurring after Mr. Snellings’ appointment as a member of the Audit Committee)

          CompensationCorporate Governance, Nominating and PersonnelCompensation Committee. The CompensationUnder Sections 804 and Personnel Committee was comprised of Messrs. Bünger and Farnum and (i) made recommendations to the Board of Directors concerning remuneration arrangements for senior executive management; (ii) administered our stock option plans and (iii) made such reports and recommendations, from time to time, to the Board of Directors upon such matters as the Compensation and Personnel Committee may deem appropriate or as may be requested by the Board of Directors. The Compensation and Personnel Committee did not formally meet during Fiscal 2007. Under Section 805 of the Company Guide, we are exempt from the requirement to have the compensation of our executives determined by a compensation committee comprised solely of independent directors or by a majority of the board’s independent directors because we are a “controlled company,” as such term is defined in Section 801(a) of the Company Guide. As a result, in July 2006, we disbanded the Compensation and Personnel Committee.
Nominating Committee. The Nominating Committee was comprised of Messrs. Bünger and Farnum and was empowered by the Board of Directors to, among other functions: (i) recommend to the Board of Directors qualified individuals to serve on our Board of Directors and (ii) identify the manner in which the Nominating Committee evaluates nominees recommended for the Board of Directors. Our Nominating Committee did not formally meet during Fiscal 2007. Under Section 804 of the Company Guide, we are exempt from the requirement to have director nominees selected by a nominating committee comprised entirely of independent directors or by a majority of the independent directors because we are a “controlled company,” as such term is defined in Section 801(a) of the Company Guide. As a result, in July 2006, we disbanded the Nominating Committee and the fullDuring Fiscal 2008, our Board of Directors did not have a compensation committee or a nominating committee. In April 2008, our Board of Directors established a Corporate Governance, Nominating and Compensation Committee, which was to be comprised of three members, at least two of whom were to be “independent” as such term is defined in Section 803A of the Company Guide. On June 24, 2008, our Corporate Governance, Nominating and Compensation Committee was fully constituted with three directors, Messrs. Ma, Peterson and Sethi, two of whom the Board had determined were independent as such term is defined in Section 803A of the Company Guide. Since Mr. Peterson’s resignation on July 15, 2008, our Corporate Governance, Nominating and Compensation Committee has been comprised of two directors, Messrs. Ma and Sethi.
          Our Board of Directors currently is considering the adoption of a charter of the Corporate Governance, Nominating and Compensation Committee. We expect that the charter, as finally adopted, will participate inprovide that the considerationCorporate Governance, Nominating and Compensation Committee will be responsible for, among other things (i) the development and implementation of a set of corporate governance principles applicable to the Company; (ii) the determination of the slate of director nominees infor election to the future.Company’s Board and recommendation to the Board

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individuals to fill vacancies occurring between annual meetings of shareholders; and (iii) the recommendation to the Board for compensation arrangements of the Company’s directors and executive officers.
          Procedures for Considering Nominations Made by Stockholders. Nominations for election to the Board of Directors may be made by our Board of Directors or by any stockholder of any outstanding class of our capital stock entitled to vote for the election of directors. The following procedures shall be utilized in considering any candidate for election to the Board of Directors at an annual meeting, other than candidates who have previously served on the Board of Directors or who are recommended by the Board of Directors. A nomination must be delivered to our Secretary at our principal executive offices not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting;provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by us. The public announcement of an adjournment or postponement of an annual meeting will not commence a new time period (or extend any time period) for the giving of a notice as described above. A nomination notice must set forth as to each person whom the proponent proposes to nominate for election as a director: (a) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including

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such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (b) information that will enable our Board of Directors to determine whether the candidate satisfies the minimum criteria and any additional criteria established by our Board of Directors.
          Qualifications. Our Board of Directors has adopted guidelines describing the minimum qualifications for nominees and the qualities or skills that are necessary for directors to possess. Each nominee (i) must satisfy any legal requirements applicable to members of the Board of Directors; (ii) must have business, professional or other experience that will enable such nominee to provide useful input to the Board of Directors in its deliberations; and (iii) must have knowledge of the types of responsibilities expected of members of the board of directors of a public company.
          Identification and Evaluation of Candidates for the Board. Candidates to serve on the Board of Directors will be identified from all available sources, including recommendations made by stockholders, members of our management and members of our Board of Directors. Our Board of Directors has a policy that there will be no differences in the manner in which our Board of Directors evaluates nominees recommended by stockholders and nominees recommended by it or management, except that no specific process shall be mandated with respect to the nomination of any individuals who have previously served on the Board of Directors. The evaluation process for individuals other than existing members of the Board of Directors will include a review of the information provided to the Board of Directors by the

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proponent and a review of such other information as the Board of Directors shall determine to be relevant.
          Third Party Recommendations. In connection with the Annual Meeting, the Board of Directors did not receive any nominations from any stockholder or group of stockholders which owned more than 5% of our common stock for at least one year.
Process for Sending Communications to the Board of Directors
          The Board of Directors has established a procedure that enables stockholders to communicate in writing with members of the Board of Directors. Any such communication should be addressed to the Company’s Secretary and should be sent to such individual at c/o Emerson Radio Corp., Nine Entin Road, Parsippany, New Jersey 07054. Any such communication must state, in a conspicuous manner, that it is intended for distribution to the entire Board of Directors. Under the procedures established by the Board of Directors, upon the Secretary’s receipt of such a communication, the Company’s Secretary will send a copy of such communication to each member of the Board of Directors, identifying it as a communication received from a stockholder. Absent unusual circumstances, at the next regularly scheduled meeting of the Board of Directors held more than two days after such communication has been distributed, the Board of Directors will consider the substance of any such communication.
Codes of Ethics
          We have adopted a Code of Ethics for Senior Financial Officers (“Code of Ethics”) that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer,

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Controller and Treasurer. This Code of Ethics was established with the intention of focusing Senior Financial Officers on areas of ethical risk, providing guidance to help them recognize and deal with ethical issues, providing mechanisms to report unethical conduct, fostering a culture of honesty and accountability, deterring wrongdoing and promoting fair and accurate disclosure and financial reporting.
          We also have also adopted a Code of Conduct for Officers, Directors and Employees of Emerson Radio Corp. and Its Subsidiaries (“Code of Conduct”). We prepared this Code of Conduct to help all officers, directors and employees understand and comply with our policies and procedures. Overall, the purpose of our Code of Conduct is to deter wrongdoing and promote (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by us; (iii) compliance with applicable governmental laws, rules and regulations; (iv) prompt internal reporting of code violations to an appropriate person or persons identified in this Code of Conduct; and (v) accountability for adherence to the Code of Conduct.
          The Code of Ethics and the Code of Conduct are posted on our website: www.emersonradio.com on the Investor Relations page. If we make any substantive amendments to, or grant any waiver (including any implicit waiver) from a provision of the Code of Ethics or the Code of Conduct, and that relates to any element of the Code of Ethics definition

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enumerated in Item 406 (b) of Regulation S-K, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

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EXECUTIVE OFFICERS
          The following table sets forth certain information regarding the current executive officers of Emerson:
       
      Fiscal Year
Name Age Position Became Officer
Christopher Ho 57 Chairman and Director 2006
Adrian Ma 63 Chief Executive Officer and Director 2006
Eduard Will 65 Vice Chairman and Director 2006
Greenfield Pitts 57 Chief Financial Officer and Director 2007
Michael A.B. Binney 47 President-International Sales and Director 2005
John Spielberger 44 President-North American Operations 2007
Christopher Hohas served as our Chairman since July 2006. See Mr. Ho’s biographical information above.
           
        Fiscal Year
Name Age Position Became Officer
Adrian Ma  63  Chief Executive Officer and Director  2006 
Greenfield Pitts  58  Chief Financial Officer and Director  2007 
John Spielberger  44  President-North American Operations  2007 
Adrian Mahas served as our Chief Executive Officer since March 30, 2006 and served as our Chairman of the Board of Directors from March 30, 2006 through July 26, 2006. Mr. Ma continues to serve as a director. See Mr. Ma’s biographical information above.
Eduard Willhas served as our Vice Chairman since October 29, 2007, when he resigned from his position as President-North American Operations, a position which he had held since July 2006. Mr. Will has served as Director since January 2006. See Mr. Will’s biographical information above.
Greenfield Pittshas served as our Chief Financial Officer since February 2007 and a director since March 2006. See Mr. Pitts’ biographical information above.
Michael A.B. Binneyhas served as our President-International Sales since July 2006 and as a Director since December 2005. See Mr. Binney’s biographical information above.
John Spielbergerhas served as our President-North American Operations since October 29, 2007. From 1995 until 2007, Mr. Spielberger held a variety of positions with Sony BMG Music Entertainment Sales Co., an entertainment software sales and marketing distribution company Most recently,company. Mr. Spielberger served as Chief Financial and Operating Officer, and he also held the positions of Senior Vice President—Business Operations and Customer Relations Management from 2004 until 2007, Senior Vice President—Finance and Administration from 2003 to 2004, Senior Vice President—Finance from 2000 until 2003 and Vice President—Finance from 1995 until 2000. Prior to his tenure with Sony BMG Music Entertainment Sales Co., Mr. Spielberger served as Senior Director—Finance and Administration of Columbia Records Group, a recording company, and held several positions with RCA Records Label, a music company. Mr. Spielberger holds a Bachelor of Science degree in Business Management and Marketing from Cornell University and a Masters of Business Administration from the University of Michigan.

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EXECUTIVE COMPENSATION
Compensation Committee Report
Under the rules of the Securities and Exchange Commission, this report is not deemed to be incorporated by reference by any general statement incorporating this proxy statement by reference into any filings with the Securities and Exchange Commission.
     Our entire Board of Directors performs equivalent functions of a compensation committee since we are a “controlled company” and do not have a compensation committee. The Board of Directors has reviewed and discussed with management the following Compensation Discussion and Analysis. Based on such review and discussions, the Board of Directors recommends that the following Compensation Discussion and Analysis be included in this proxy statement.
Submitted by the Board of Directors
Christopher Ho
Adrian Ma
Eduard Will
Greenfield Pitts
Michael A. B. Binney
Peter G. Bünger
W. Michael Driscoll
Jerome H. Farnum
Norbert R. Wirsching
Compensation Discussion and Analysis
Introduction
          This discussion presents the principles underlying our executive officer compensation program. Our goal in this discussion is to provide the reasons why we award compensation as we do and to place in perspective the data presented in the tables that follow this discussion. The focus is primarily on compensation of our executive compensationofficers for Fiscal 2007,2008, but some historical and forward-looking information is also provided to put such year’s compensation information in context. The information presented herein relates to Christopher Ho, our Chairman, Adrian Ma, our Chief Executive Officer, Greenfield Pitts, our Chief Financial Officer, John Spielberger, our President — North American Operations, and our threetwo other most highly compensated executive officers who served during Fiscal 2008, who are sometimes referred to in this proxy statementherein as our “named executive officers.” Messrs. Ho,officers”, although Mr. Ma and Binney, however, did not receive any salary or other compensation from us in Fiscal 2007.2008. Messrs. Raab

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and Will retired or resigned from their positions as executive officers of our company in August 2007 and December 2007, respectively.
Compensation Philosophy and Objectives
          We attempt to apply a consistent philosophy to compensation for all employees, including senior management. This philosophy is based on the premises that our success is dependent upon the efforts of each employee and that a cooperative, team-oriented environment is an essential part of our culture.

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          Our compensation programs for our named executive officers are designed to achieve a variety of goals, including:
 • attracting and retaining talented and experienced executives;
 
 • motivating and rewarding executives whose knowledge, skills and performance are critical to our success;
 
 • aligning the interests of our executives and stockholders by motivating executives to increase stockholder value in a sustained manner; and
 
 • provide a competitive compensation package which rewards achievement of our goals.
Elements of Executive Officer Compensation
          Overview. Total compensation paid to our named executive officers is influenced significantly by the need to attract and retain management employees with a high level of expertise and to motivate and retain key executives for our long-term success. Some of the components of compensation, such as salary, are generally fixed and do not vary based on our financial and other performance. Some components, such as bonus, stock options and stock award grants, if any, are discretionary and are dependent upon the achievement of certain goals jointly agreed upon by our management and our Board of Directors. Furthermore, the value of certain of these components, such as stock options and stock awards, is dependent upon our future stock price. Our Board of Directors has indicated that it currently does not currently intend to grant new stock awards to our executive officer and employees. However, the Board of Directors does intend to grant stock awards to non-employee directors and may in the future change its current policy with respect to stock awards to executive officers and employees.
          We compensate our named executive officers in these different ways in order to achieve different goals. Cash compensation, for example, provides executive officers a minimum base salary. Incentive bonus compensation is generally linked to the achievement of financial and business goals, and is intended to reward executive officers for our overall performance in reaching annual goals that would be agreed to by management and the Board of Directors; provided, however, that the bonus paid to Eduard Will, our former President — North American Operations and current Vice Chairman, in Fiscal 2007 was approved by our Chairman of the Board.Directors. Although we may utilize, stock options and grants of restricted stock in the future, we did not

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grant any stock options or restricted stock to our executive officers during Fiscal 2007 to any of our executive officers; provided, however, that Messrs. Pitts and Will did receive stock options during Fiscal 2007 in their capacities as non-employee directors prior to being named as executive officers.2008. See “—Cash and Other Compensation.”
          We view the three components of our named executive officer compensation as related but distinct. We do not believe that compensation derived from one component of compensation necessarily should negate or reduce compensation from other components. We determine the appropriate level for each compensation component based in part, but not exclusively, on its historical practices with the individual and our view of individual performance and other information we deem relevant. Our Board of Directors has not engaged an outside consultant to

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assist the Board in the compensation process. Our management does review publicly available data with respect to executive compensation at peer group companies. The Board of Directors realizes that benchmarking our compensation against the compensation earned at comparable companies may not always be appropriate, but believes that engaging in a comparative analysis of compensation practices is useful. The Board of Directors has not adopted any formal policies or guidelines for allocating compensation between long-term and currently paid out compensation, between cash and non-cash compensation, or among different forms of compensation. We have not reviewed wealth and retirement accumulation as a result of employment with us, and have only focused on compensation for the year in question.
          Base Salary. We pay our current named executive officers other than Messrs. Ho,Mr. Ma and Binney, a base salary, which we review and determine annually.annually, and currently are considering paying Mr. Ma a base salary for the fiscal year ending March 31, 2009. We believe that a competitive base salary is a necessary element of any compensation program. We believe that attractive base salaries can motivate and reward executives for their overall performance. Base salaries are established in part based on the individual position, responsibility, experience, skills and expected contributions during the coming year of the executive and their performance during the prior year. We also have sought to align base compensation levels comparable to our competitors and other companies in similar stages of development. We do not view base salaries as primarily serving our objective of paying for performance, but in attracting and retaining the most qualified executives necessary to run our business.
          Cash Incentive Bonuses.Consistent with our emphasis on pay-for-performance incentive compensation programs, our executivesnamed executive officers are eligible to receive annual performance bonuses or discretionary bonuses that must be approved by our Board of Directors; provided, however, that the bonus paid to Eduard Will, our former President — North American Operations and current Vice Chairman, in Fiscal 2007 was approved by our Chairman of the Board.Directors. The primary objective of our annual cash incentive bonuses is to motivate and reward our employees, including our named executive officers, for meeting our short-term objectives using a pay-for-performance program with objectively determinable performance goals. ForOur Corporate Governance, Nominating and Compensation Committee considered and slightly modified proposals for bonuses for Fiscal 2007, none2008 provided to it by our Chairman and Chief Executive Officer. After further consideration, bonuses for Fiscal 2008 were paid and approved and ratified by our Board of our named executive officers, except for Mr. Will, our former President-North American Operations and current Vice Chairman, received a cash bonus.Directors in August 2008. We do not have a formal policy on the effect on bonuses of a subsequent restatement or other adjustment to the financial statements, other than the penalties provided by law.
          Equity Compensation. We review our equity compensation plans annually. Under our plans, employees are eligible for annual stock option and restricted stock award grants based on

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targeted levels and we have in the past granted stock options to our executive officers and employees. These options and grants are intended to produce value for each executive officer if (i) our stockholders derive significant sustained value; and (ii) the executive officer remains with us. We do not have any program, plan or obligation that requires us to grant equity compensation to any executive officer on specified dates. The authority to make equity grants to executive officers rests with the Board of Directors, although, as noted above, the Board of Directors does not currently intend to grant any new stock awards to our executive officers or employees. We did not grant any stock options or restricted stock awards during Fiscal 2007; provided, however, that Messrs. Pitts and Will did receive stock options during Fiscal 2007 in their capacities as non-employee directors prior to being named as executive officers.2008. See “—Cash and Other Compensation.”

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Severance and Change-in-Control Benefits.
          We do not provide to any of our named executive officers any severance or change in control benefits in the event of termination or retirement, whether following a change-in-control or otherwise.
Employment Agreements.
          During Fiscal 2007,2008, we had employment agreements with certain of our named executive officers, each of which is described below.
     John J. Raab, who served as our Chief Operating Officer and Senior Executive Vice President from 1995 until August 2007, entered into a three-year employment agreement with us, effective September 1, 2001, which provided for an annual base salary of $250,000, which was increased to $257,500, effective April 1, 2002, and $275,000, effective April 1, 2003. By letter agreement, effective as of September 1, 2004, the term of the areement was extended through and including August 31, 2007 and Mr. Raab’s annual compensation was increased to $286,000, effective April 1, 2005. In addition to his base salary, Mr. Raab was entitled to receive an additional annual performance bonus, subject to the final approval of our Board of Directors. If Mr. Raab were to have been terminated due to permanent disability, without cause or as a result of constructive discharge, the estimated dollar amount payable after March 31, 2007, to Mr. Raab, based on the terms of his contract, would have been $119,117. Mr. Raab’s contract was not extended and expired on August 31, 2007, at which time Mr. Raab retired as our Chief Operating Officer and Senior Executive Vice President.
     Eduard Will, who has served as our Vice Chairman since October 2007 and our President — North American Operations from July 2006 until October 2007, entered into an employment agreement with us on July 27, 2006, which provides for an annual base salary of $250,000, which was increased to $300,000, effective as of March 30, 2007. In addition to his base salary, Mr. Will may receive an additional annual performance bonus recommended by the Board of Directors. The initial term of the agreement expired on June 30, 2007. Following the end of the initial term of the agreement (June 30, 2007), we have the right to terminate the agreement upon 90 days prior written notice and Mr. Will has the right to terminate the agreement upon 30 days prior written notice. In addition, during the initial term, Mr. Will had the right to terminate the agreement upon 90 days prior written notice. We are currently preparing an amendment to the agreement to reflect Mr. Will’s change in title and duties as Vice Chairman.
          Greenfield Pitts, our Chief Financial Officer, entered into an employment agreement with us on April 3, 2007, which provides that Mr. Pitts shall serve as our Chief Financial Officer through March 31, 2008. Following the end of the initial term of the agreement (March 31, 2008), we have the right to terminate the agreement upon 90 days prior written notice and Mr. Pitts has the right to terminate the agreement upon 30 days prior written notice. In addition, during the initial term, Mr. Pitts has the right to terminate the agreement upon 90 days prior written notice. The agreement provides for an annual base salary of $250,000. In addition to his base salary, Mr. Pitts may receive a discretionary bonus at the end ofJohn Spielberger, our fiscal year recommended by the Board of Directors.

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     In October 2007, wePresident-North American Operations, entered into an employment agreement with John Spielberger, our President-North American Operations,us on October 15, 2007, which provides that Mr. Spielberger shall serve as our President-North American Operations from October 29, 2007 through October 31, 2008. Following the end ofDuring the initial term of theeach employment agreement, (October 31, 2008), we have the right to terminate the agreement upon 90 days prior written notice, and Mr. Spielbergerthe named executive officer has the right to terminate the agreement upon 30 days prior written notice. In addition, during the initial term, Mr. Spielberger has the right to terminate the agreement upon 90 days prior written notice. TheEach agreement provides for an annual compensation of $250,000. In addition to his base salary Mr. Spielberger may receiveof $250,000 and a discretionary bonus at the end of our fiscal year as recommended by the Board of Directors.
          We were a party to a series of employment contracts, the last of which expired on August 31, 2007, with John J. Raab, our former Chief Operating Officer and Senior Executive Vice President. In addition, we were a party to an employment contract with Eduard Will, who served as our President — North American Operations from July 2006 until his resignation from such position in October 2007. Compensation paid to each of Messrs. Raab and Will during Fiscal 2008 and the fiscal year ended March 31, 2007 (“Fiscal 2007”) is set forth below.
Benefits. The named executive officers participate in all of our employee benefit plans, such as medical and 401(k) plan, on the same basis as our other employees.
          Perquisites. Our use of perquisites as an element of compensation is very limited. We do not view perquisites as a significant element of our comprehensive compensation structure.

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The Process
          Employment terms, including compensation, are typically have been proposed to the Board of Directors by our Chairman and our Chief Executive Officer, and then considered and approved by the Board of Directors. ForWe expect that, the charter for our recently established Corporate Governance, Nominating and Compensation Committee will provide that employment terms, including compensation, decisions, includingwill be proposed to such committee by our Chairman and our Chief Executive Officer, and then considered and recommended for approval by the Board of Directors. For decisions regarding the grant of bonuses relating to named executive officers (other than our Chairman and our Chief Executive Officer), for Fiscal 2008, the Board of Directors considersCorporate Governance, Nominating and Compensation Committee has considered the recommendations of our Chairman and our Chief Executive Officer and includesincluded them in their discussions, although no executive employees was granted a bonus in Fiscal 2007; provided, however, that the bonus paid to Eduard Will, our former President — North American Operations and current Vice Chairman, in Fiscal 2007 was approved by our Chairman of the Board.discussions.
Regulatory Considerations
          We account for the equity compensation expense for our employees under the rules of SFAS 123(R), which requires us to estimate and record an expense for each award of equity compensation over the service period of the award. Accounting rules also require us to record cash compensation as an expense at the time the obligation is accrued.

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Cash and Other Compensation
     The following table, which should be read in conjunction with the explanations provided above, provides certain compensation information concerning our named executive officers for Fiscal 2008 and Fiscal 2007.
Summary Compensation Table
                         
              Non-equity    
              Incentive Plan All Other  
Name and Fiscal     Option Compensation Compensation  
Principal Position Year Salary($) Awards($)(1) ($)(2) ($)(3) Total ($)
Christopher Ho (4)
  2007   —   —   —   —   — 
Chairman of the Board                        
                         
Adrian Ma (5)
  2007   —   —   —   —   — 
Chairman of the Board and
Chief Executive Officer		                        
                         
Eduard Will (6)
  2007   182,692   16,944   37,500   4,704   241,840 
President - -North
American Operations and Vice Chairman		                        
                         
Greenfield Pitts (7)
  2007   19,231   3,430   —   —   22,661 
Chief Financial Officer                        
                         
John D. Florian (8)
  2007   146,492   —   —   15,020   161,512 
Deputy Chief Financial Officer                        
                         
Guy Paglinco (9)
  2007   33,250   58,669   —   1,647   93,566 
Vice President and Chief
Financial Officer		                        
                         
Michael A. B. Binney (10)
  2007   —   12,996   —   —   12,996 
President, - -International
Operations, Acting Group Controller		                     
                         
John J. Raab (11)
Senior Executive
  2007   291,500   59,328   —   20,141   370,969 
Vice President and
Chief Operating Officer		                        
                         
              Non-equity    
              Incentive Plan All Other  
Name and Fiscal     Option Compensation Compensation  
Principal Position Year Salary($) Awards($)(1) ($)(2) ($)(3) Total ($)
Adrian Ma (4)  2008   —   —   50,000   —   50,000 
President and  2007   —   —   —   —   — 
Chief Executive Officer                        
                         
Greenfield Pitts (5)  2008   250,000   9,500   100,000   22,841   382,341 
Chief Financial Officer  2007   19,231   3,430   —   —   22,661 
                         
John Spielberger (6)  2008   105,769   —   60,000   9,437   175,206 
President -North  2007   —   —   —   —   — 
American Operations and Vice Chairman                        
                         
Eduard Will (7)  2008   58,423   21,836   —   12,433   92,692 
President -North  2007   182,692   16,944   37,500   4,704   241,840 
American Operations and Vice Chairman                        
                         
John J. Raab (8)  2008   163,000   32,646   —   12,264   207,910 
Senior Executive  2007   291,500   59,328   —   20,141   370,969 
Vice President and Chief Operating Officer                        

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(1) Represents the expense to us pursuant to FAS 123(R) for the respective year for stock options granted as long-term incentives pursuant to our 2004 Non-Employee Outside Director Stock Option Plan or our 2004 Employee Stock Option Plan. All options received by each of Messrs. Binney, Pitts and Will in the table above were received by such person as a non-employee director and prior to being named as an executive officer.officer and after their resignation as an executive officer, if applicable. The amount of option expense shown in the Summary Compensation Table for these three individuals is also included in “Directors Compensation” on page 17. Immediately following the adoption by our stockholders of an amendment to our 2004 Non-Employee Outside Director Stock Option Plan to increase the number of shares available for issuance thereunder from 250,000 to 500,000 shares in November 2006, each of Messrs. Pitts and Will received an option to purchase up to 25,000 shares of our common stock, each of whom began to serve as a director at a time when he was not an employee of ours and no additional shares were available under such plan. See notes to our financial statements for the fiscal years ended March 31, 2008, 2007 2006 and 20052006 for the assumptions used for valuing the expense under FAS 123(R).
 
(2) Represents bonus paid for such fiscal year. Bonuses paid for Fiscal 2008 were paid on or around August 8, 2008.
 
(3) The dollar amounts shown under the heading “All other compensation” represent the incremental cost of all

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perquisites and other personal benefits to our named executive officers.
 
(4) Mr. Ho was appointed as our Chairman in July 2006. Mr. Ho did not receive any salary or other compensation from us in Fiscal 2007.
(5)Mr. Ma was appointed as our Chairman and Chief Executive Officer on March 30, 2006 upon the resignation of Geoffrey Jurick. Mr. Ma was replaced as our Chairman upon the appointment of Mr. Ho in July 2006. Mr. Ma did not receive any salary or other compensation from us in Fiscal 2007 or Fiscal 2008.
(5)Mr. Pitts commenced employment as our Chief Financial Officer on February 19, 2007.
 
(6)Mr. Spielberger commenced employment as our President-North American Operations on October 29, 2007.
(7) Mr. Will was appointed to serve as our President-North American Operations in July 2006 upon Mr. Jurick’s resignation from his position as our President.2006. On March 30, 2007, Mr. Will’s annual base salary was increased to $300,000. Mr. Will resigned from his position as our President-North American Operations and began to servewas appointed as our non-executive Vice Chairman on October 29, 2007, at which time Mr. Spielberger began to serve asbecame our President-North American Operations. On December 1, 2007, Mr. Spielberger is entitled to annual base salary of $250,000.
(7)Mr. Pitts was appointedWill relinquished his duties and responsibilities as our Chief Financial Officer in February 2007.an executive officer.
 
(8)Mr. Florian was appointed as our Deputy Chief Financial Officer upon the resignation of Mr. Paglinco from his position as Vice President and Chief Financial Officer in April 2006, and was appointed as our Principal Financial Officer and Principal Accounting Officer in June 2006. Mr. Florian ceased to serve as our Deputy Financial Officer, Principal Financial Officer and Principal Accounting Officer upon the appointment of Mr. Pitts as our Chief Financial Officer in February 2007, at which time Mr. Florian became our Chief Financial Officer, Emerson North American Operations.
(9)Mr. Paglinco resigned as our Vice President and Chief Financial Officer effective April 14, 2006.
(10)Mr. Binney was appointed to serve as our Acting Group Controller in February 2007, and as our President-International Operations in July 2006 upon Mr. Jurick’s resignation from his position as our President. Mr. Binney did not receive any salary or other compensation from us in Fiscal 2007.
(11) Mr. Raab retired as our Vice President and Chief Financial Officer effective August 31, 2007.
Plan-Based Awards
Option and Stock Award Grants in Fiscal 2007
     We did not grant any awards under any plan to any named executive officers during Fiscal 2007, other than our grant to each of Messrs. Pitts and Will of an option to purchase 25,000 shares of our common stock under our 2004 Non-Employee Outside Director Stock Option Plan in his capacity as a non-employee director and prior to being named an executive officer. See “—Cash and Other Compensation.”
Stock Option Exercises and Stock Vested
     The following table provides certain information with respect to option exercises for each of the our named executive officers during Fiscal 2007. We do not have any outstanding stock appreciation rights.

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Option Exercises and Stock Vested
         
  Option Awards
  Number of Shares  
  Acquired on Value Realized on
Name Exercise (#) Exercise($)(1)
Christopher Ho (2)  —   — 
Adrian Ma (3)  —   — 
Eduard Will (4)  —   — 
Greenfield Pitts (5)  —   — 
John Florian (6)  —   — 
Guy A Paglinco (7)  30,000  $97,650 
Michael A.B. Binney (8)  —   — 
John J. Raab (9)  —   — 
(1)Represents the difference between the market price of the underlying securities at exercise of the option and the exercise price of the option.
(2)Mr. Ho was appointed as our Chairman in July 2006.
(3)Mr. Ma was appointed as our Chairman and Chief Executive Officer on March 30, 2006 upon the resignation of Mr. Jurick. Mr. Ma was replaced as our Chairman upon the appointment of Mr. Ho in July 2006.
(4)Mr. Will was appointed to serve as our President-North American Operations in July 2006 upon Mr. Jurick’s resignation from his position as our President. Mr. Will resigned from his position as our President-North American Operations and began to serve as our Vice Chairman on October 29, 2007, at which time Mr. Spielberger began to serve as our President-North American Operations.
(5)Mr. Pitts was appointed as our Chief Financial Officer in February 2007.
(6)Mr. Florian was appointed as our Deputy Chief Financial Officer upon the resignation of Mr. Paglinco from his position as Vice President and Chief Financial Officer in April 2006 and as our Principal Financial Officer and Principal Accounting Officer in June 2006. Mr. Florian ceased to serve as our Deputy Financial Officer, Principal Financial Officer and Principal Accounting Officer upon the appointment of Mr. Pitts as our Chief Financial Officer in February 2007, at which time Mr. Florian became our Chief Financial Officer, Emerson North American Operations.
(7)Mr. Paglinco resigned as our Vice President and Chief Financial Officer effective April 14, 2006.
(8)Mr. Binney was appointed to serve as our Acting Group Controller in February 2007, and as our President -International Operations in July 2006 upon Mr. Jurick’s resignation from his position as our President.
(9)Mr. Raab retired as our Senior Vice President and Chief Operating Officer effective August 31, 2007.

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Outstanding Equity Awards at Fiscal Year End
     The following table provides certain information concerning outstanding equity awards held by each of our named executive officers at March 31, 2007.2008.
Outstanding Equity Awards at Fiscal Year-End
                 
  Option Awards
  Number of Number of    
  Securities Securities    
  Underlying Underlying    
  Unexercised Unexercised    
  Options (#) Options (#) Option Exercise Option Expiration
Name Exercisable Unexercisable Price ($) Date
 
Christopher Ho (1)  0   0   —   — 
Adrian Ma (2)  0   0   —   — 
Eduard Will (3)  8,333   16,667   3.07   1/31/16 
                 
   0   25,000   3.19   11/21/16 
Greenfield Pitts (4)  0   25,000   3.19   11/21/16 
John Florian (5)  0   0   —   — 
Guy A Paglinco (6)  20,000   0   2.62   6/13/07 
Michael A.B. Binney (7)  8,333   16,667   3.23   12/9/15 
John J. Raab (8)  66,667   33,333   2.96   10/19/14 
                 
  Option Awards
  Number of Number of    
  Securities Securities    
  Underlying Underlying    
  Unexercised Unexercised    
  Options (#) Options (#) Option Exercise Option Expiration
          Name Exercisable Unexercisable Price ($) Date
 
Adrian Ma  0   0   —   — 
Greenfield Pitts  8,333   16,667   3.19   11/21/16 
John Spielberger (1)  0   0   —   — 
Eduard Will (2)  16,667   8,333   3.07   1/31/16 
   8,333   16,667   3.19   11/21/16 
 
(1) Mr. Ho was appointedSpielberger commenced employment as our Chairman in July 2006.President-North American Operations on October 29, 2007.
 
(2)Mr. Ma was appointed as our Chairman and Chief Executive Officer on March 30, 2006 upon the resignation of Mr. Jurick. Mr. Ma was replaced as our Chairman upon the appointment of Mr. Ho in July 2006.
(3) Mr. Will was appointed to serve as our President-North American Operations in July 2006 upon Mr. Jurick’s resignation from his position as our President. Mr. Willand resigned from histhat position as our President-North American Operations and began to serve as our Vice Chairman on October 29, 2007. On December 1, 2007, at which time Mr. Spielberger began to serveWill relinquished all his duties and responsibilities as an executive officer; he currently is our President-North American Operations.
(4)Mr. Pitts was appointed as our Chief Financial Officer in February 2007.
(5)Mr. Florian was appointed as our Deputy Chief Financial Officer upon the resignation of Mr. Paglinco from his position asnon-executive Vice President and Chief Financial Officer in April 2006 and as our Principal Financial Officer and Principal Accounting Officer in June 2006. Mr. Florian ceased to serve as our Deputy Financial Officer, Principal Financial Officer and Principal Accounting Officer upon the appointment of Mr. Pitts as our Chief Financial Officer in February 2007, at which time Mr. Florian became our Chief Financial Officer, Emerson North American Operations.
(6)Mr. Paglinco resigned as our Vice President and Chief Financial Officer effective April 14, 2006.
(7)Mr. Binney was appointed to serve as our Acting Group Controller in February 2007, and as our President -International Operations in July 2006 upon Mr. Jurick’s resignation from his position as our President.
(8)Mr. Raab retired as our Senior Vice President and Chief Operating Officer effective August 31, 2007.Chairman.

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Compensation of Directors
          During Fiscal 2007,2008, our directors who were not employees (“Outside Directors”), specifically Messrs. Binney, PittsBünger and WillFarnum (until their employment with usdepartures in July 2006, February 2007 and July 2006, respectively)December 2007), Mr. Will (upon on his relinquishment of duties as an executive officer in December 2007) and Messrs. Bünger, Farnum, Driscoll, Mahathir, Peterson, Sethi and Wirsching were paid $45,000, $42,500, $18,333, $45,000, $50,000, $53,334$33,750, $57,500, $15,000, $76,667, $13,125, $13,125, $16,042 and $32,083$71,667, respectively, for serving on the Board of Directors and on our various committees during the period. Outside Directors are each is paid an annual director’s fee of $45,000. During Fiscal 2007,2008, each of the members of the Audit Committee were eachwas paid an additional fee of $5,000 per annum until December 2007 and as of the date of our annual meeting, will each be paidthereafter, an additional fee of $10,000 per annum. The Chairman of the Audit Committee is paid an additional fee of $5,000 per annum. All directors’ fees are paid in four equal quarterly installments per annum. Directors who are our employees were not paid for their services as a director while an employee of ours during Fiscal 2007.2008.
          Additionally, each director, who is not an employee, is eligible to participate in our 2004 Non-Employee Outside Director Stock Option Plan. Directors of EmersonOur directors are reimbursed their expenses for attendance at meetings. Further, we offer to provide health care insurance to each of our directors who is not an employee.
In Fiscal 2007, Messrs. Driscoll, Farnum, Pitts, Will and Wirsching were granted stock options, pursuant to the 2004 Non-Employee Outside Director Stock Option Plan, to purchase 50,000, 25,000, 25,000, 25,000 and 25,000 shares of our common stock, respectively, at an exercise price of $3.19 per share. These options vest in equal installments over three years, commencing one year from the date of grant, and their exercise is contingent upon continued service as a member of our Board of Directors.
     During Fiscal 2007, Messrs. Driscoll, Farnum and Wirsching earned fees of $42,350, $16,100 and $19,600 respectively, for their services as members of a special committee of independent directors formed in November 2006 to evaluate a proposal by The Grande (Nominees) Limited, a subsidiary of Grande Holdings, to sell to us a 51% interest in Capetronic Group, Ltd., a consumer electronics manufacturer. Such fees are included in the Director Compensation table below. The special committee was disbanded in January 2007 after we were advised by The Grande (Nominees) Limited that it determined not to pursue, at such time, its proposal.
     In addition, our Board of Directors has agreed to pay Messrs. Driscoll, Farnum and Wirsching fees of $20,000 each for their services through December 31, 2007 in connection with the Audit Committee’s continuing independent reviewexpiration of certain related party transactions entered into byMr. Farnum’s term as a director as of the date of our 2007 Annual Meeting, we agreed to pay for Mr. Farnum’s medical benefits for a period of two years following the date of our 2007 Annual Meeting. We estimate that our annual cost of providing these benefits is approximately $12,000 per year, and during Fiscal 2008, the cost of such benefits to us including our subsidiaries, with affiliates of Grande Holdings from December 2005 to the present, and internal controls related to such transactions. Such fees are not included in the Director Compensation table below.was $2,812.

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          The following table provides certain information with respect to the compensation earned or paid to our Outside Directors during Fiscal 2007.2008.
Directors Compensation
                
             Fees    
 Fees earned     Earned All Other  
 or paid in     or Paid in Compensation  
Name cash ($) Option Awards ($)(1) Total ($) Cash ($) Option Awards ($)(1) ($) Total ($)
Michael A.B. Binney $45,000 $12,996 $57,996 
Eduard Will $18,333 $16,944 $35,277 
Greenfield Pitts $42,500 $3,430 $45,930 
Michael A.B. Binney (2) $0 $12,996 $0 $12,996 
Eduard Will (3) $15,000 $21,836 $0 $36,836 
Peter Bünger (3)(4) $45,000 $15,250 $60,250  $33,750 $5,423 $0 $39,173 
Jerome Farnum (5)(6) $66,100 $30,798 $96,898  $57,500 $(15,046) $2,812 $45,266 
Mike Driscoll (5) $95,684 $5,985 $101,669 
W. Michael Driscoll (6)(7) $76,667 $19,000 $0 $95,667 
Norbert Wirsching (5)(8) $51,683 $3,430 $55,113  $71,667 $9,500 $0 $81,167 
Mirzan Mahathir (9) $13,125 $0 $0 $13,125 
Kareem E. Sethi (9) $16,042 $0 $0 $16,042 
David R. Peterson (10) $13,125 $0 $0 $13,125 
Terence A. Snellings (11) $0 $0 $0 $0 
 
(1) Represents the expense to us pursuant to FAS 123(R) for the respective year for stock options granted as long-term incentives pursuant to our 2004 Non-Employee Outside Director Stock Option Plan. See notes to our financial statements for the fiscal years ended March 31, 2008, 2007 2006 and 20052006 for the assumptions used for valuing the expense under FAS 123(R).
(2)At March 31, 2007,2008, Messrs. Binney, Will, Pitts, Bünger, Farnum, Driscoll and Wirsching had options to purchase 25,000, 50,000, 25,000, 25,000, 75,000, 50,000 and 25,000, shares of our common stock, respectively.

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(2)Mr. Binney was appointed to serve as our Acting Group Controller in February 2007 and as our President-International Operations in July 2006. Mr. Binney did not receive any salary or other compensation from us in Fiscal 2007 or Fiscal 2008. Mr. Binney resigned from his positions in May 2008.
 
(3)Mr. Will was appointed to serve as our President-North American Operations in July 2006. Mr. Will resigned from his position as our President-North American Operations and began to serve as our Vice Chairman on October 29, 2007. On December 1, 2007, Mr. Will relinquished his duties and responsibilities as an executive officer.
(4) On October 25, 2007, Mr. Bünger resigned as a director, effective as of the date of our annual meeting and advised us that he would not stand for reelection as a director at such meeting.of stockholders, December 13, 2007.
 
(4)(5) In connection with the expiration of Mr. Farnum’s term as a director as of the date of our annual meeting,2007 Annual Meeting, we have agreed to pay for Mr. Farnum’s medical benefits for a period of two years following the date of our 2007 Annual Meeting. We estimate that our annual meeting at a ratecost of providing these benefits is approximately $12,000 per year. Our cost of providing these benefits during Fiscal 2008 was $2,812.
 
(5)(6) Does not includeIncludes fees of $20,000 payablepaid to each of Messrs. Farnum, Driscoll and Wirsching for services through December 31, 2007 in connection with the Audit Committee’s continuing independent review of certain related party transactions.
(7)Mr. Driscoll resigned as a director on July 14, 2008.
(8)Mr. Wirsching resigned as a director on July 28, 2008.
(9)Each of Messrs. Mahathir and Sethi began to serve as a director on December 13, 2007.
(10)Mr. Peterson began to serve as a director on December 13, 2007 and resigned from such position on July 15, 2008.
(11)Mr. Snellings began to serve as a director on August 12, 2008.
Equity Compensation Plan Information
     The following table gives information about our common stock that may be issued upon the exercise of options and rights under our 1994 Stock Compensation Program, 1994 Non-Employee Director Stock Option Plan, Emerson Radio Corp. 2004 Employee Stock Incentive Plan and 2004 Non-Employee Outside Director Stock Option Plan and exercise of warrants, as of March 31, 20072008 (the “Plans”). The 1994 Plans expired in July 2004 and the remaining Plans are the only equity compensation plans in existence as of March 31, 2007.2008.
             
  Number of securities to be Weighted average exercise Number of securities
  issued upon exercise of price of outstanding remaining available for
  outstanding options, options, warrants and future issuance under
  warrants and rights rights equity compensation plans
  (a) (b) (c)
Equity compensation plans approved by security holders  212,334  $3.03   2,800,000 
             
Equity compensation plans not approved by security holders  100,000   4.00   — 
             
Total
  312,334  $3.34   2,800,000 

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  Number of securities to be Weighted average exercise Number of securities
  issued upon exercise of price of outstanding remaining available for
  outstanding options, options, warrants and future issuance under
  warrants and rights rights equity compensation plans
  (a) (b) (c)
Equity compensation plans approved by security holders  632,334  $3.09   2,380,000 
Equity compensation plans not approved by security holders  100,000   4.00   — 
Total
  732,334  $3.21   2,380,000 
Compensation Committee Interlocks and Insider Participation
          During Fiscal 2007,2008, we did not have a compensation committee, and Christopher Ho, our Chairman, and Adrian Ma, our President and Chief Executive Officer, participated in deliberations of our Board of Directors concerning executive officer compensation. In April 2008, our Board of Directors established a Corporate Governance, Nominating and Compensation Committee, which presently is comprised of two directors, Adrian Ma and Kareem E. Sethi.
          None of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director or member of our Board of Directors during the Fiscal 2007.2008.
Change in Control
     As disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 5, 2006, a change in control of Emerson occurred on August 29, 2006, upon the acquisition (the “Share Acquisition”) by The Grande Group Limited, a Singapore corporation (“GGL”), of 13,700 shares (the “Shares”) of our common stock. As a result of the Share Acquisition, as of August 29, 2006, Grande Holdings, may be deemed to have beneficially owned an aggregate of 13,537,500 shares of common stock, which represented approximately 50.02% of the shares of common stock outstanding as of such date. As of November 9, 2007, Grande Holdings, may be deemed to have beneficially owned an aggregate of 15,634,482 shares of common stock, which represented approximately 57.6% of the shares of common stock outstanding as of such date.
     The Share Acquisition is one of a series of acquisitions of shares of our common stock by GGL and S&T International Disribution Ltd., a British Virgin Islands corporation (“S&T”), since December 5, 2005. Grande Holdings is (i) the sole parent of GGL and (ii) the sole parent of Grande N.A.K.S. Ltd (“N.A.K.S.”), a British Virgin Islands corporation and sole parent of S&T.
     On December 5, 2005, pursuant to an Agreement for the Sale and Purchase of Certain Shares in Emerson (the “Acquisition Agreement”), between Mr. Guttfried Ludwig Prentice Jurick, the former President and a former director of the Company, and S&T, S&T purchased from Mr. Jurick 10,000,000 shares of our common stock (the “S&T Shares”) in exchange for $26

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million in cash and a convertible debenture issued by Grande Holdings with a face value of $26 million. The source of the funds that S&T used to pay the cash component of the purchase price was (i) Grande Holdings’ working capital/cash on hand and (ii) a term loan facility provided by ABN AMRO Bank N.V. (“ABN AMRO”), Hong Kong Branch in the amount of $26 million, under a facility agreement entered into by S&T, Grande Holdings and ABN AMRO, Hong Kong Branch. Grande Holdings guaranteed all of S&T’s obligations under the facility agreement. As additional security for its obligations, S&T (i) pledged and granted to ABN AMRO a security interest in the S&T Shares and (ii) assigned to ABN AMRO, by way of fixed security with first-ranking priority, enforceable upon an event of default, all of its rights under the Acquisition Agreement.
     From December 6, 2005 through August 28, 2006, Grande Holdings acquired an aggregate of 3,352,800 shares of our common stock (collectively, the “Additional Shares” and together with the Recent Shares, the “GGL Shares”), through open market purchases or privately-negotiated transactions. The total purchase price for the Additional Shares was approximately $11,494,275. The source of funds for the Additional Shares was the working capital of Grande Holdings.
     On August 29, 2006, GGL acquired the Shares through an open market purchase. The total purchase price for the Shares was approximately $41,957. The source of funds for the Shares was working capital of Grande Holdings.
     Since August 29, 2006, GGL transferred all of its shares of our common stock to S&T and S&T acquired an additional 2,096,982 shares of our common stock.
     S&T has the direct power to vote and direct the disposition of the S&T Shares. GGL has the direct power to vote and direct the disposition of the GGL Shares. As the sole parent of S&T, N.A.K.S. has the indirect power to vote and dispose of the S&T Shares held for the account of S&T. As the sole parent of N.A.K.S. and the sole parent of GGL, Grande Holdings has the indirect power to vote and dispose of the S&T Shares and the GGL Shares (collectively, the “Shares”) held for the account of S&T and GGL. As the owner of approximately 64% of the share capital of Grande Holdings, Barrican Investments Corporation (“Barrican”) has the indirect power to vote and dispose of the Shares held for the account of S&T and GGL. As the sole parent of Barrican, The Grande International Holdings Ltd (“Grande International”) has the indirect power to vote and dispose of the Shares held for the account of S&T and GGL. As the sole owner of Grande International, the Ho Family Trust has the indirect power to vote and dispose of the Shares held for the account of S&T and GGL. As the sole beneficiary of the Ho Family Trust, Christopher Ho Wing On has the indirect power to vote and dispose of the Shares held for the account of S&T and GGL. In such capacities, Grande Holdings, N.A.K.S. and Mr. Ho may be deemed to be the beneficial owners of the Shares held for the account of S&T and GGL.
     The information regarding the acquisition of the Shares and the beneficial holders of the Shares was derived from (i) the Statement on Schedule 13D, dated December 12, 2005, filed on behalf of S&T, N.A.K.S., Grande Holdings and Mr. Ho with the Securities and Exchange Commission, as amended, (ii) the Initial Statement of Beneficial Ownership of Securities on

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Form 3, dated December 5, 2005, filed with the Securities and Exchange Commission on behalf of S&T, N.A.K.S., Grande Holdings, Grande International, Barrican, the Ho Family Trust and Mr. Ho and (iii) the Statements of Changes in Beneficial Ownership of Securities on Form 4 filed with the Securities and Exchange Commission on behalf of Grande Holdings, Grande International, Barrican, the Ho Family Trust and Mr. Ho from time to time since December 5, 2005.
Certain Relationships and Related Transactions
          From time to time, we engage in business transactions with our controlling shareholder, Grande Holdings and its subsidiaries (“Grande”). As of August 8, 2008, Grande beneficially owned approximately 57.6% of our outstanding common stock. Mr. Ho, our Chairman of the Board, also serves as Chairman of the Grande Holdings. Set forth below is a summary of such transactions.
Grande’s Purchase of Controlling Interest in Emerson. On December 5, 2005, Grande Holdings purchased approximately 37% (10,000,000 shares) of our outstanding common stock from our former Chairman and Chief Executive Officer, Geoffrey P. Jurick. Since theits initial purchase, of common stock, Grande Holdings has increased its holdingsownership of our common stock through open market and private purchases, toincluding the purchase on September 21, 2007, from a former holder of more than five percent of our common stock of 1,853,882 shares. Grande beneficially owned approximately 57.6% of our outstanding common shares, as of November 9, 2007. On September 21, 2007, Grande Holdings acquired 1,853,882 shares pursuant to a stock purchase agreement with a stockholder who was formerly a beneficial owner of more than 5% of our outstanding common shares.on August 8, 2008.
          License Agreement for Scott Brands. In December 2005, Emerson sold to Sansui Electronics (UK), an affiliate of Grande (“Sansui”), the Company’s controlling stockholder, aging inventory then located in a warehouse in the United Kingdom. The purchase price was approximately $900,000 and represented the estimated net realizable value (after write downs) of the inventory. After further market price declines Sansui sold the inventory in 2006 and remitted payment owed to Emerson in the amount of $454,822.
     In the quarter ended December 31, 2006, Emerson recorded $33.1 million of net revenues and $50,000 of operating profit as a consequence of its participation in a “Black Friday” promotion of 42” plasma television sets by a major retailer. In this transaction, Emerson played several different roles. It assisted in the manufacturing of the product by providing financial assistance to the manufacturer of the television sets, Capetronic Display Limited (“Capetronic”), a subsidiary of Grande. This working capital support, which was provided on an unsecured basis, included (i) the deposit with Capetronic of approximately $6.7 million in order to assist Capetronic in purchases from its parts suppliers, (ii) the opening of approximately $22.1 million of letters of credit under its credit line with Wachovia Bank, for the benefit of Capetronic, which enabled Capetronic to purchase additional parts from its suppliers and (iii) the borrowing of monies under its credit line when the letters of credit were drawn down upon the delivery of the parts to Capetronic. In addition, Emerson purchased the television sets from Capetronic and resold them to a distributor. All amounts owed by Capetronic to Emerson relating to this transaction have been paid in full.
     In October 2006, Emerson entered into anApril 2008, we terminated our agreement with a consumer electronics distributor, APH (the “Licensee”), pursuant to which, among other things, Emersonwe had agreed to grant the Licensee a license to distribute and sell LCD televisions (“LCD sets”) in North America under Emerson’sour “H.H. Scott” brand name. The licensee hasLicensee also had a distributor relationship with Grande Holdings. In the fiscal quarter ended December 31, 2006, the Licensee began selling 32”Grande. We were paid royalties of $0 in Fiscal 2008 and 37” LCD sets to a major United States based retailer. Pursuant to the terms of the agreement with the licensee, Emerson was paid a royalty of $110,000 in Fiscal 2007 as a result of such sales through March 31,

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2007. No sales of LCD televisions pursuantbearing the H.H. Scott name.
Unsecured Financial Assistance to this agreement occurred and no royalty was paid to Emerson under this agreement during the six month period ended September 30, 2007.
Grande. During the third quarter of Fiscal 2007, Emersonwe provided unsecured financial assistance to Capetronic, Nakamichi Corporation (“Nakamichi”), Akai Electric (China) Co. Ltd. (“Akai”), and Sansui, each of which is a wholly-owned subsidiary of Grande Holdings, in the form of letters of credit and loans which aggregated approximately $22.0 million at December 31, 2006.2006 to Capetronic Display Limited (“Capetronic”), Nakamichi Corporation (“Nakamichi”), Akai Electric (China) Co. Ltd. (“Akai”), and Sansui Electric (China) Co. (“Sansui”), each of which is a wholly-owned subsidiary of Grande. In reviewing the documentation for certain of the letters of credit referred to above, Emersonwe determined that some of the parts for which letters of credit were opened were to be used for the manufacture of 27” and 42” television sets to be sold to the Licensee by Akai. EmersonWe had no direct

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or indirect interest in such sales, and Capetronic paid Emerson $57,000 as a fee for facilitating such transaction. As a result of such transaction, Emerson may have been deemed to be in breach of certain covenants contained in Emerson’s credit facility. The lender under the credit facility agreed to waive such breaches and Emerson and the lender negotiated an amendment to the credit facility. Emerson was required to pay $125,000 to the lender in connection with the amendment. Emerson has charged this amount back to Capetronic and $125,000 was paid to one of Emerson’s foreign subsidiaries on August 14, 2007 by Capetronic.these transactions.
          On February 21, 2007, Capetronic, Nakamichi, Akai, and Sansui (collectively, the “Borrowers”), each of which is a wholly-owned subsidiary of Grande, Holdings, jointly and severally, issued a promissory note (the “Note”) in favor of the Companyus in the principal amount of $23,501,514. The principal amount of the Note represented the outstanding amount owed to the Companyus as of February 21, 2007, as a result of certain related party transactions entered into between the Companyus and the Borrowers described above, including interest that had accrued from the date of such related party transactions until the date of the Note. Simultaneously with the execution of the Note, Grande Holdings executed a guaranty (the “Guaranty”) in favor of the Companyus pursuant to which Grande Holdings guaranteed payment of all of the obligations of the Borrowers under the Note in accordance with the terms thereof.
     Interest on the unpaid principal balance of All installments due under the Note, accruedtogether with interest at athe rate of 8.25% per annum, commencingwere paid on February 21, 2007, until all obligations undertheir respective due dates and the Note werenote was paid in full subjecton June 3, 2007. In February 2008, Emerson accepted a debit note from Capetronic for $4,604 resulting from a previous overpayment of the note.
          In addition, on August 14, 2007, Capetronic reimbursed Emerson for the $125,000 fee which it was required to an automatic increasepay to its lender in order to receive from its lender a waiver of 2% per annumthe defaults under its credit agreement attributable to the transactions described in the event of default under the Note in accordance with the terms thereof. Payments of principal and interest under the Note were to be made in nine installments from April 1, 2007 through June 3, 2007 in such amounts and on such dates as set forth in the Note, with all amounts of interest due under the Note scheduled to be paid with the final installment. As of June 3, 2007, all amounts due under the Note have been repaid.preceding paragraphs.
Product Sourcing Transactions. Since August 2006, Emerson haswe have been providing to Sansui Sales PTE Ltd (“Sansui Sales”) and Akai Sales PTE Ltd (“Akai Sales”), both of which are subsidiaries of Grande, Holdings, assistance with acquiring their product. Emerson issuescertain products for sale. We issue purchase orders to third-party suppliers who manufacture this product,these products, and Emerson issueswe issue sales invoices to Sansui Sales’ and Akai Sales’ at gross amounts for this product.these products. Financing for this product is provided by Sansui Sales’ and Akai Sales’ customers in the form of transfer letters of credit to the suppliers, and goods are shipped directly from the suppliers to Sansui Sales’ and Akai Sales’ customers. EmersonWe recorded income totaling $95,000$102,000 and $13,000 for providing this service in Fiscal 2008 and the sixthree months ended SeptemberJune 30, 2007. As of September 30, 2007,3008. respectively. Sansui Sales and Akai Sales paid their outstanding balances as of the end Fiscal 2008 to us in June 2008.
Sales of goods. In addition to the product sourcing transactions described in the preceding paragraph, we have also purchased products on behalf of Sansui Sales and Akai Sales from third-party suppliers and sold these goods to Sansui Sales and Akai Sales. These transactions are similar to the transactions described in the preceding paragraph; however, instead of utilizing transfer letters of credit provided by Sansui Sales’ and Akai Sales’ customers, we utilize our own cash to pay Sansui Sales’ and Akai Sales’ suppliers. We invoice Sansui Sales and Akai Sales an amount that is marked up between two and three percent from the cost of the product. Emerson recorded sales to Akai and Sansui of $242,000 in Fiscal 2008. Sansui Sales collectively owed Emerson $398,000 as a result of these transactions.and Akai Sales paid their outstanding balances to us in June 2008.

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          InLeases and Other Real Estate Transactions. Effective January 1, 2006, we entered into an agreement with Grande Holdings pursuant to which we renta lease for office space in Hong Kong with Grande and receive relatedan agreement for services in connection with this office servicesspace rental from Grande, Holding. The agreement expires inwhich was extended through December 31, 2008, and

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which will expire at that date unless terminated earlier by either party upon three months prior written notice of termination by either party. ForUnder a new agreement commencing March 1, 2008, the fiscal yearoffice space rented was increased from 7,810 square feet to 18,476 square feet. Rent expense with Grande was $119,000, $270,000 and $206,000 for the three months ended March 31,June 30, 2008, Fiscal 2008 and Fiscal 2007, respectively. The amount of expense incurred with Grande for all other services in connection with this office space rental was approximately $13,000, $106,000 and $56,000 for the three months ended June 30, 2008, Fiscal 2008 and Fiscal 2007.
          We utilize the services of Grande employees for certain administrative and executive functions. Grande pays us quality assurance personnel in RMB in China on our behalf for which we subsequently pay a reimbursement to Grande. Payroll and travel expenses, including utilization of Grande employees as well as payroll and travel expenses paid on our behalf and reimbursed to Grande, were $515,000 and $167,000 for Fiscal 2008 and Fiscal 2007, respectively. We owed Grande $98,000 related to this activity as of June 30, 2008.
          From May to October 2007, we incurredoccupied office space in Shenzhen, China under a lease agreement with Akai AV Multimedia (Zhongshan) Co Ltd, an affiliate of Grande. Rent expense was $79,000 and other expenses to Grande Holdings of approximately $429,000. For the six month period ended September 30, 2007, we incurred expenses to Grande Holdings of approximately $193,000, including rent expense of approximately $78,000 and related office services expense of approximately $115,000.in connection with this agreement were $29,000. The agreement was not renewed.
          In May 2007, Emersonwe paid aan initial $10,000 commission to Vigers Hong Kong Ltd (“Vigers”), a property agent and a subsidiary of Grande, Holdings, related to the sale of a building owned by Emersonus to an unaffiliated buyer. Also, we received a deposit of approximately $300,000 from the buyer for approximately $2,000,000. Uponon this date. The sale was concluded on September 27, 2007. An additional $10,000 commission was paid to Vigers by us on the closing date of the sale in September 2007, Emerson paid an additional $10,000 commission to Vigers.
     In June 2007 Emerson paid a one-time sales commission in the amount of $14,000 to an Executive Director of Grande Holdings, who is also Emerson’s President-International Sales and also a Director of Emerson. The commission was 50% of the net marginproperty. We received the balance of the purchase price of approximately $1,700,000 on a sale by Emerson to an unaffiliated customer.September 27, 2007, the closing date of the sale.
Toy Musical Instruments. In May 2007, we entered into an agreement with Goldmen Electronic Co. Ltd. (“Goldmen”), pursuant to which we agreed to pay $1,682,220 in exchange for Goldmen’s manufacture and delivery to us of musical instruments in order for us to meet our delivery requirements of these instruments in the first week of September 2007. In July 2007, we learned that Goldmen had filed for bankruptcy and was unable to manufacture the musical instruments we had ordered. Promptly after we learned of Goldmen’s bankruptcy, Capetronic agreed to manufacture the musical instruments on substantially the same terms and conditions, including the price, as Goldmen had agreed to manufacture them. OnAccordingly, on July 12, 2007, we paid Tomei Shoji Limited, an affiliate of Grande, Holdings, $125,000 to acquire from Goldmen and deliver to Capetronic the molds and equipment necessary for Capetronic to manufacture the musical instruments. On or aboutIn July 16, 2007, weEmerson made two upfront payments to Capetronic totaling $546,000 to Capetronic.$546,000. On July 20, 2007, Capetronic advised us that it was unable to manufacture the musical instruments for us because it did not have the requisite governmental licenses to do so. In June 2008, Capetronic repaid the $546,000 advance it received from us in July 2007. Capetronic currently physically possesses theour musical instrument molds, owned by Emerson and owes Emerson $546,000 for the upfront advances madewhich we wrote off in anticipation of Capetronic’s manufacture of the instruments. In accordance with a Board resolution in February 2007 requiring review of related party transactions in excess of $500,000, the management Related Party Transaction Committee reviewed and approved this transaction. The transaction was also approved by the Audit Committee in July 2007.Fiscal 2008.
Freight Forwarding Services. In June 2007, Emersonwe and Capetronic entered intosigned an agreement pursuant to which Emerson has agreedfor us to provide freight forwarding services to Capetronic. Pursuant to theUnder this agreement, Emerson has agreed towe will pay the

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costs of importation of Capetronic’s inventory on Capetronic’s behalf, and to arrange for the inventory to be received at a port of entry, cleared through the United States Customs Service using Emerson’sour regularly engaged broker, and transfer the inventory to a common carrier as arranged by Capetronic’s customer. Pursuant to the agreement, ifIf Capetronic’s customer failsfailed to make such arrangements with a common carrier, Emerson is

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requiredwe agreed to transfer the inventory to Emerson’sour warehouse for storage or make other arrangements with a public warehouse. Following the transfer of Capetronic’s inventory, Emerson iswe are required to provide next dayNext Day delivery of all importation documents and bills of lading to Capetronic’s customer. In consideration for the foregoing, Capetronic has agreed to reimburse Emersonus for all costs incurred by Emersonus in connection with the activity just described within thirty days of demand by Emerson,us, after which interest will accrue, andaccrues. As compensation, Capetronic agreed to pay Emersonus a service fee of 12% of the importation costs. For the three months ended September 30, 2007, Emerson hasWe billed Capetronic for the reimbursement of importation costs totaling $246,000 and a commission of $29,000. AsCapetronic paid us $275,000 on November 14, 2007.
Other. Between August and December 2007, we paid invoices and incurred charges for goods and services relating to the Hong Kong Electronics Fair of September 30, 2007, Capetronics owed $275,000$153,069. Portions of these charges totaling $87,353, have been allocated and invoiced to Emerson under this agreement.
     The Company’s Audit Committee has received from an independent investigator a report with respect to certain of the related party transactions entered into by the Company, including its subsidiaries, with affiliates of Grande Holdings from December 2005in proportion to their respective share of space occupied and services rendered during the Electronics Fair as follows: Nakamichi Corporation Ltd. $17,143, Akai Sales PTE Ltd $44,495 and Sansui Sales PTE Ltd $25,715. Akai Sales and Sansui Sales paid us $70,210 in connection with the Hong Kong Electronics Fair in June 2008.
          Also related to the present,annual Hong Kong Electronics Fairs, Capetronic incurred charges and paid invoices on our behalf in the amount of $76,000 for which Emerson reimbursed Capetronic $48,000 in March 2008. We paid all of our outstanding balances to Capetronics in June 2008.
          In June 2007, we paid a one-time sales commission in the amount of $14,000 to an Executive Director of Grande Holdings, who is continuing its independent review into such transactions.also one of our directors. The commission was 50% of the net margin on a sale by us to an unaffiliated customer.
          In January 2008, Grande transferred computer, office equipment, and furniture to us for which we paid $12,000, which represented the carrying amount of the assets on the books of Grande at the time of sale.
          In June 2008, we paid Capetronic $160,000 for reimbursement of payroll and travel expenses paid on our behalf from October 2007 through May 2008. Also included in the payment was a reimbursement for expenses Capetronic paid on our behalf for a trade show.
FutureReview and Approval of Transactions with Related Parties
          We haveIn February 2007, we adopted a policy that all future affiliated transactions 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,in excess of $500,000 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.
Director Independence
     We currently have nine directors, Christopher Ho, Adrian Ma, Greenfield Pitts, Michael A.B. Binney, Eduard Will, Peter G. Bünger, W. Michael Driscoll, Jerome H. Farnum and Norbert R. Wirsching. If all This policy was adopted by resolution of the director nominees are elected at our annual meeting, immediately following our annual meeting, we will have ten directors, Christopher Ho, Adrian Ma, Greenfield Pitts, Michael A.B. Binney, Eduard Will, W. Michael Driscoll, Mirzan Mahathir, David R. Peterson, Kareem Sethi and Norbert R. Wirsching. Our Board of Directors has determinedat a meeting of our Board of Directors, and we currently are updating our written finance and accounting policy and procedure manual to, among other things, document such policy. Since the adoption of our policy with respect to affiliated transactions in February 2007, there were no affiliated transactions in excess of $500,000 that each of that Messrs. Bünger, Driscoll, Farnum, Sethi and Wirsching are “independent” as defined under the American Stock Exchange listing standards.required approval

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COMPARISON OF CUMULATIVE TOTAL RETURNby a majority of the independent outside members of our Board of Directors under our policy other than the transaction described above under the subheading “Toy Musical Instruments,” which was approved in accordance with our policy.
Performance GraphLegal Proceedings
          In December, 2007, a purported derivative action (the “Berkowitz Action”) was filed in The following graph shows a comparisonCourt of cumulative total returnsChancery of the State of Delaware (the “Court”) on our common stockbehalf by two of our shareholders, Lisa S. Berger Berkowitz and David E. Berkowitz, against certain of our current and former directors. The derivative action currently is pending against three of our directors (Messrs. Ho, Ma and Binney). The complaint, which has not yet been answered by the defendants, alleges that the named defendants, each of whom also is an executive officer of Grande Holdings, our controlling shareholder, violated their fiduciary duties to us in connection with a number of previously disclosed related party transactions with affiliates of Grande Holdings.
          In May 2008, a purported derivative action (the “Pinchuk Action”) was filed in the Court on our behalf by our shareholder, Warren Pinchuk, against all of our current directors. This action contains similar allegations to those contained in the Berkowitz Action. The plaintiffs in the Berkowitz Action have moved before the Court to intervene in the Pinchuk Action and to stay prosecution of the Pinchuk Action. The plaintiff in the Pinchuk Action has filed an opposition to that motion and has moved before the Court to consolidate the Berkowitz Action and the Pinchuk Action.
          In late July 2008, the Court entered an Order (the “Order”) consolidating for all purposes the Berkowitz and Pinchuk lawsuits. The Order also organizes counsel for the period April 1, 2002 to March 31, 2007, 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., Concord Camera Corp., Koss Corp. and Pioneer Corporation. Boston Acoustics, Inc. merged with D&M Holdings in August 2005, and as a result was only includedplaintiffs in the peer group index through 2005. In selecting companiesconsolidated action, relieves the defendants of their obligation to be partanswer the Berkowitz and Pinchuk complaints and contemplates the filing of the peer group, we focus on publicly traded companies that design and/or distribute consumer electronic products that have characteristics similar to ours in terms of one or more of the following: (i) type of product, (ii) distribution channels, (iii) sourcing or (iv) sales volume.a consolidated complaint as soon as practicable. The comparison assumes the investment of $100 in our common stock on April 1, 2002, and reinvestment of all dividends. The informationrecovery, if any, in the graph was provided by Hemscott, Inc.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG EMERSON RADIO CORP.,
AMEX MARKET INDEX AND PEER GROUP INDEX
(PERFORMANCE GRAPH)
                                 
 
                        
 Company        Fiscal Year Ending         
 Index Market  3/28/2002  3/31/2003  3/31/2004  3/31/2005  3/31/2006  3/30/2007 
 Emerson Radio Corp.  100.00   533.33    296.12    272.87    289.92    248.06  
 Peer Group Index   100.00    107.42    152.16    94.73    74.64    62.86  
 AMEX Market Index   100.00    95.50    134.97    141.40    173.54    186.62  
 
The stock price performance depicted in the above graph is not necessarily indicative of future price performance. The performance graphconsolidated action, will not be deemed “soliciting material” or be incorporated by reference in any filing by us under the Securities Act or the Exchange Act exceptinure to the extent that we specifically incorporate the graph by reference.our benefit.

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PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF
MOORE STEPHENS, P.C.
AS THE INDEPENDENT REGISTERED ACCOUNTING FIRMAUDITORS OF EMERSON
FOR THE FISCAL YEAR ENDING 20082009
          The Audit Committee has appointed Moore Stephens, P.C. as our independent registered accounting firmaccountants to audit our financial statements for the fiscal year ending March 31, 2008,2009, and has further directed that management submit the selection of an independent registered accounting firmaccountants for ratification by our stockholders at the annual meeting. Stockholder ratification of the selection of Moore Stephens, P.C. is not required by our by-laws or otherwise. However, we are submitting the selection of Moore Stephens, P.C. to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain Moore Stephens, P.C. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered accounting firm at any time during the year if it is determined that such a change would be in the best interests of Emerson and its stockholders.
          Representatives of the firm of Moore Stephens, P.C. are expected to be present at our annual meeting and will have an opportunity to make a statement, if they so desire, and will be available to respond to appropriate questions.
          In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the Audit Committee’s charter, all audit and audit-related work and all non-audit work performed by our independent registered accounting firm,accountants, Moore Stephens, P.C., is approved in advance by the Audit Committee, including the proposed fees for such work. The Audit Committee is informed of each service actually rendered.
Ø Audit Fees.Audit Fees. Audit fees billed to us by Moore Stephens for the audit of the financial statements included in our Annual Reports on Form 10-K, and reviews by Moore Stephens P.C. of the financial statements included in our Quarterly Reports on Form 10-Q, for the fiscal years ended March 31, 20062007 and 20072008 totaled approximately $233,000$233,900 and $344,000,$247,400, respectively.
 
Ø Audit-Related Fees. We were billed $0$110,000 and $2,900$117,200 by Moore Stephens P.C. for the fiscal years ended March 31, 20062007 and 2007,2008, respectively, for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under the captionAudit Feesabove.
Audit-related fees were principally related to procedures in connection with the audit of our parent company’s consolidated financial statement for its fiscal years ended December 31, 2006 and December 31, 2007, portions of which were credited to our audit fees for the audit of our financial statements for our fiscal years ended March 31, 2007 and March 31, 2008.
 
Ø Tax Fees.Fees. Moore Stephens P.C. billed us an aggregate of $64,000 and $0,$98,600, for the fiscal years ended March 31, 20062007 and 2007,2008, respectively, for tax services, principally related to the preparation of income tax returns and related consultation.
 Ø All Other Fees.We were not billed $0 and $0 by Moore Stephens P.C. for the fiscal years ended March 31, 20062007 and 2007,2008, respectively, for any permitted non-audit services, principally procedures in connection with the audit of our parent company’s consolidated financial statements for its fiscal year ended December 31, 2006, a portion of which will be credited to our audit fees for the audit of our financial statements for our fiscal year ended March 31, 2007.services.

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          Applicable law and regulations provide an exemption that permits certain services to be provided by our outside auditors even if they are not pre-approved. We have not relied on this exemption at any time since the Sarbanes-Oxley Act was enacted.
Change in Accountants
          As previously reported in a Current Report on Form 8-K dated May 23, 2006, on May 17, 2006, we retained the services of Moore Stephens as our independent registered accounting firmauditors to replace our former independent auditors, BDO Seidman, LLP (“BDO”), who resigned as our independent registered public accounting firm on March 7, 2006. BDO served as our independent registered public accounting firmaccountant since March 31, 2004.
          The engagement of Moore Stephens, P.C. and the replacement of BDO was approved by our Board of Directors on the recommendation of our Audit Committee. During our two most recentthe fiscal years ended March 31, 20072004 and March 31, 2006,2005, respectively, and any subsequent interim period to May 17, 2006, we did not consult with Moore Stephens regarding any matters noted in Item 304(a) of Regulation S-K. BDO provided tax services to us during the fiscal years ended March 31, 2005 2006 and 2007 and is expected to continue to provide such services to us.2006.
          There were no “disagreements” within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or any events of the type listed in Item 304(a)(1)(v)(A) through (D) of Regulation S-K, involving BDO that occurred within our most recentthe fiscal year ended March 31, 2005. BDO’s report on our financial statements for the fiscal year ended March 31, 2005 did not contain any adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles.
          During the fiscal year ended March 31, 2005 and through March 7, 2006, there had been no disagreements with BDO on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of BDO, would have caused BDO to make reference to the subject matter of the disagreement in connection with its reports on the financial statements for such periods.

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          During the yeartwo fiscal years ended March 31, 2004 and 2005 and through March 7, 2006, there had been no reportable events as described in Item 304(a)(1)(v)(A) through (D) of Regulation S-K.
          We provided BDO with a copy of the disclosures made pursuant to the Form 8-K (which disclosures are consistent with the disclosures noted above) and BDO furnished us with a letter addressed to the SEC stating that it agrees with the statements made by us in the Form 8-K filing, a copy of which was filed as an exhibit to the Form 8-K.

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Vote Required
          The affirmative vote of a majority of the votes cast at the meeting at which a quorum representing a majority of all outstanding shares of our common stock is present and voting, either in person or by proxy, is required for the ratification of our independent registered accountants.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION
OF THE APPOINTMENT OF MOORE STEPHENS, P.C. AS INDEPENDENT
AUDITORS OF EMERSON FOR THE FISCAL YEAR ENDING MARCH 31, 2008.2009.

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SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
          Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our directors, officers, and stockholders who beneficially own more than 10% of any class of our equity securities registered pursuant to Section 12 of the Exchange Act, to file initial reports of ownership and reports of changes in ownership with respect to our equity securities with the Securities and Exchange Commission and the American Stock Exchange. All reporting persons are required to furnish us with copies of all reports that such reporting persons file with the SECSecurities and Exchange Commission pursuant to Section 16(a) of the Exchange Act.
          Based solely on ourupon a review of Forms 3 and 4 and amendments to these forms furnished to the copiesCompany, all parties subject to the reporting requirements of Section 16(a) filed all such forms received by us, the followingrequired reports were not filed on a timely basis during and with respect to Fiscal 2007:2008, except that Grande Holdings, Ltd., a beneficial owner orof more than 10% of our outstanding shares of our common stock, filed late ninea Form 4’s4 with respect to nine transactionsone transaction pursuant to which Grande Holdings, Ltd.it purchased shares of our common stock duringfour business days following the period from April 13, 2006 through August 8, 2006;date such Form 4 was due, and John Florian, our former Principal Accounting Officer and Principal Financial Officer,Mr. Wirsching filed late a Form 3 reporting that4 with respect to three transactions pursuant to which he became a “reporting person” withinpurchased shares of our common stock two business days following the meaning of Section 16(a) of the Exchange Act on June 6, 2006. Mr. Florian ceased to serve as our Principal Accounting Officer and Principal Financial Officer upon Mr. Pitts’ appointment as our Chief Financial Officer on February 19, 2007.date such Form 4 was due.
STOCKHOLDER COMMUNICATIONS AND PROPOSALS
          Our Board of Directors has established a procedure that enables stockholders to communicate in writing with members of our Board of Directors. Any such communication should be addressed to our Secretary and should be sent to such individual c/o Emerson Radio Corp., 9 Entin Road, Parsippany, New Jersey 07054. Any such communication must state, in a conspicuous manner, that it is intended for distribution to the entire Board of Directors. Under the procedures established by the Board, upon the Secretary’s receipt of such a communication, our Secretary will send a copy of such communication to each member of the Board of Directors, identifying it as a communication received from a stockholder. Absent unusual circumstances, at the next regularly scheduled meeting of the Board of Directors held more than two days after such communication has been distributed, the Board of Directors will consider the substance of any such communication.
          Stockholder proposals to be presented at our Annual Meeting of Stockholders to be held in 2008,2009, for inclusion in our proxy statement and form of proxy relating to that meeting, must be received by us at our offices located at 9 Entin Road, Parsippany, New Jersey 07054, addressed to the Secretary, on or before July 24, 2008.April 23, 2009. If, however, our 20082009 Annual Meeting of Stockholders is changed by more than thirty (30) days from the date of the Annual Meeting,our annual meeting, the deadline is a reasonable time before we begin to print and mail our proxy materials for the 20082009 Annual Meeting of Stockholders. Such stockholder proposals must comply with our bylaws and the requirements of Regulation 14A of the Exchange Act. See “Election of Directors” for information on stockholder submissions of nominations for election to the Board of Directors.

38

          Rule 14a-4 of the Exchange Act governs our use of discretionary proxy voting authority with respect to a stockholder proposal that is not addressed in the proxy statement. With respect

33

to our 2008 Annual Meeting of Stockholders, if we are not provided notice of a stockholder proposal prior to OctoberJuly 7, 2008,2009, we will be permitted to use our discretionary voting authority when the proposal is raised at the meeting, without any discussion of the matter in the proxy statement.
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.
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 Emerson.
FINANCIAL STATEMENTS
          A copy of our Annual Report on Form 10-K for the fiscal year ended March 31, 2007,2008, 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. We filed an amendment to our Annual Report on Form 10-K in July 20072008 in order to include certain information regarding our management, compensation and other matters. All of the information included in such amendment has been updated and is included in this proxy statement. A copy of our Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended March 31, 2007,2008, filed with the SEC, is available (excluding exhibits) without cost to stockholders upon written request made to Investor Relations, Emerson Radio Corp., Nine Entin Road, Parsippany, New Jersey 07054-0430 or on-line at our web site: www.emersonradio.com.
By Order of the Board of Directors,
-s- Andrew L. Davis
/s/  Andrew L. Davis
ANDREW L. DAVIS
Secretary
November 21, 2007August 22, 2008

3934

(PROXY CARD)(PROXY CARD)
EMERSON RADIO CORP.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 13, 2007
SEPTEMBER 19, 2008The undersigned hereby appoints Greenfield Pitts and John Florian,Andrew L. Davis, and each of them, as attorneys and proxies of the undersigned, with full power of substitution, to vote all of the shares of stock of Emerson Radio Corp. which the undersigned may be entitled to vote at the Annual Meeting of Stockholders of Emerson Radio Corp. to be held at the offices of our counsel, Lowenstein Sandler PC, located at 65 Livingston Avenue, Roseland, New Jersey 07068 on Thursday, December 13, 2007,Friday, September 19, 2008, at 10:00 a.m. (local time), and at any and all postponements, continuations and adjournments thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the following matters and in accordance with the following instructions, with discretionary authority as to any and all other matters that may properly come before the meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED “FOR” ALL NOMINEES LISTED IN PROPOSAL NO. 1 AND “FOR” PROPOSAL NO. 2, AS MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.
(Continued (Continued on reverse side)

 

(PROXY CARD)(PROXY CARD)
ANNUAL MEETING OF STOCKHOLDERS OF
EMERSON RADIO CORP.
December 13, 2007
September 19, 2008Please sign, date sign and mail your proxy card in the envelope provided as soon as possible.
Please detach along perforated line and mail in the envelope provided.
—
21030000000000000000 0 121307
20830000000000000000 4 09190THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NOMINEES LISTED BELOW AND A VOTE “FOR” PROPOSAL NO.2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
1. To elect teneight directors:NOMINEES: FOR ALL NOMINEES            O            Christopher Ho O            Adrian Ma WITHHOLD AUTHORITY            O Michael A.B. Binney O Christopher Ho
WITHHOLD AUTHORITYO Adrian MaFOR ALL NOMINEES            O            W. Michael Driscoll O Mirzan Mahathir O Greenfield PittsFOR ALL EXCEPT            O            David R. Peterson (See instructions below)
O            Greenfield Pitts
O Kareem E. Sethi
(See instructions below) O Terence A. Snellings O Eduard Will
O            Norbert R. Wirsching
INSTRUCTION: INSTRUCTIONS:To withhold authority to vote for any individual nominee(s), mark “FOR“FOR ALL EXCEPT”and fill in the circle next to each nominee you wish to withhold, as shown here:

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. FOR AGAINST ABSTAIN
2. To ratify the appointment of Moore Stephens, P.C. as the independent registered public accounting firm of Emerson Radio Corp. for the fiscal year ending March 31, 2008.
2009.THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT MAY BE REVOKED PRIOR TO ITS EXERCISE. RECEIPT OF NOTICE OF THE ANNUAL MEETING AND PROXY STATEMENT IS HEREBY ACKNOWLEDGED, AND THE TERMS OF THE NOTICE AND PROXY STATEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS PROXY. THE UNDERSIGNED HEREBY REVOKES ALL PROXIES HERETOFORE GIVEN FOR SAID MEETING OR ANY AND ALL ADJOURNMENTS, POSTPONEMENTS AND CONTINUATIONS THEREOF. PLEASE VOTE, DATE, SIGN AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES. Signature of Stockholder Date: Signature of StockholderDate:Note:Please sign exactly as your name or names appear hereon. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.