Edgar Filing: EMERSON RADIO CORP

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2005
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-25226
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EMERSON RADIO CORP.
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(Exact name of registrant as specified in its charter)

Delaware 22-3285224
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)

Nine Entin Road, Parsippany, NJ 07054
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (973) 884-5800
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
------------------- -----------------------------------------

Common Stock, par value $.01 per share American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None
----

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirement for the past 90 days. [X] YES [ ] NO.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X].

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act) [ ] YES [X] NO

Aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant at September 30, 2004 (computed by reference to
the last reported sale price of the Common Stock on the American Stock Exchange
on such date): $44,451,232.

Number of Common Shares outstanding at June 7, 2005: 27,203,164

DOCUMENTS INCORPORATED BY REFERENCE: None

The undersigned registrant hereby amends the following items of its
Annual Report on Form 10-K for the fiscal year ended March 31, 2005 (the
"10-K"):

PART III, Items 10 - 14 and PART IV, Item 15 of the 10-K are amended by
the inclusion of such items herein.

PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS

MANAGEMENT
OFFICERS AND DIRECTORS

The following table sets forth certain information regarding the
current officers and Directors of Emerson Radio Corp. ("Emerson", "us" or
"Company"):

Name Age Position Fiscal Year Became Officer/Director
---- --- -------- -----------------------------------

Geoffrey P. Jurick 64 Chairman of the Board, Chief 1992
Executive Officer and
President, Director
John J. Raab 69 Senior Executive Vice 1995
President and Chief
Operating Officer
Guy A. Paglinco 48 Vice President, Chief 2004
Financial Officer
Patrick Murray 54 President, Emerson Radio 2001
Consumer Products Corporation
Elizabeth J. Calianese 47 Senior Vice President - 1995
Human Resources, General
Counsel and Corporate
Secretary
Robert H. Brown, Jr. 51 Director 1993
(1)(2)(3)

Peter G. Bunger (2)(3) 64 Director 1993

Jerome H. Farnum (1)(2)(3) 69 Director 1993

Herbert A. Morey (1) 63 Director 2004

-------------------------------------------
(1) Member of Audit Committee
(2) Member of Compensation and Personnel Committee
(3) Member of the Nominating Committee

GEOFFREY P. JURICK has served as Director since September 1990, Chief Executive
Officer since July 1992, Chairman since December 1993 and President since April
1997. From December 1996 until July 2005, Mr. Jurick also served as a Director
and Chairman of the Board of Sport Supply Group, Inc. ("SSG") and, from January
1997 to July 2005, Chief Executive Officer of SSG. Following the sale by Emerson
of its approximate 53.2% of the issued and outstanding shares of common stock of
SSG in July 2005, Mr. Jurick stepped down as Chairman of the Board and Chief
Executive Officer of SSG. See "Item 13 - Certain Relationships and Related
Transactions".

JOHN J. RAAB has served as Chief Operating Officer and Senior Executive Vice
President - International since May 2003, Executive Vice President -
International from June 2000 to May 2003, Senior Vice President - International
from October 1997 to June 2000 and Senior Vice President-Operations from October
1995 to October 1997.

GUY A. PAGLINCO has served as Vice President - Finance and Chief Financial
Officer since October 2004, as Assistant Vice President - Finance and Controller
from May 2001 to October 2004 and as Controller from May 1998 to October 2004.

PATRICK MURRAY has served as President of Emerson Radio Consumer Products
Corporation since November 2002 and Senior Vice President - Sales, Emerson Radio
Consumer Products Corporation from May 2001 to November 2002. Mr. Murray served
as Executive Vice President of Motion Systems (Betesh Group) from 1997 to May
2001. Prior thereto, Mr. Murray served as Vice President - Sales and Marketing
of Emerson Radio Corp. from 1996 to 1997.

ELIZABETH J. CALIANESE has served as General Counsel and Senior Vice President -
Human Resources since June 2000 and as Secretary since January 1996. Ms.
Calianese served as Vice President-Human Resources and Deputy General Counsel
from May 1995 to June 2000.

ROBERT H. BROWN, JR. has served as Director since July 1992. Since May 2004, Mr.
Brown has been a Managing Partner of August Group, Ltd., a merchant banking
firm; from September 2002 to April 2004, Managing Partner of Crosswind Partners
LLC, a merchant banking firm; from January 1999 to August 2002, President and
Chief Executive Officer of Frost Securities, Inc., an investment banking firm;
from July 1998 to January 1999, President of RHB Capital, LLC; from January 1990
to July 1998, held a variety of positions with Dain Rauscher, formerly Rauscher
Pierce Refsnes, Inc., including Senior Vice President and Director of the
Corporate Finance Department and Executive Vice President of Capital Markets;
from April 1996 to March 2003, a Director of Claimsnet.com, which is traded on
the Nasdaq Stock Market.

PETER G. BUNGER has served as Director since July 1992. Since 1990, Mr. Bunger
has been a consultant with Savarina AG, an entity engaged in the business of
portfolio management monitoring in Zurich, Switzerland; since October 1992, a
Director of Savarina AG; from December 1996 through July 2005, a Director of
SSG; and, since 2002, an independent consultant for Emerson's manufacturing
efforts in Europe. See "Item 13 - Certain Relationships and Related
Transactions".

JEROME H. FARNUM has been a Director since July 1992. Since July 1994, Dr.
Farnum has been an independent consultant. For at least five years prior to July
1994, Dr. 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.

HERBERT A. MOREY has been a Director since August 2004. Since October 2003, Mr.
Morey has served on boards of not-for-profit organizations and as a consultant.
From June 1962 until his retirement in September 2000, Mr. Morey held a variety
of positions with Ernst & Young LLC, including Coordinating Audit Partner of a
broad-ranging portfolio of domestic and foreign-owned clients, primarily
consumer products and manufacturing companies, Chairman - International Investor
Services Group, and Partner in the New York and National offices, focusing on
SEC reporting matters and consulting on the application of accounting and
auditing standards.

BOARD OF DIRECTORS AND COMMITTEES

Our business is managed under the direction of our Board of Directors.
The Board of Directors meets periodically during our fiscal year to review
significant developments affecting Emerson and to act on matters requiring Board
of Director approval. The Board of Directors held ten (10) formal meetings
during the fiscal year ended March 31, 2005 ("Fiscal 2005") and acted by
unanimous written consent one (1) time. During Fiscal 2005, each member of the
Board of Directors participated in at least 90% of the aggregate of all meetings
of the Board of Directors, and in at least 66% of the aggregate of all meetings
of committees on which such member served, that were held during the period. The
functions of our Audit Committee, Compensation and Personnel Committee and
Nominating Committee and their current members are described below. No member of
any of the committees is an employee of Emerson.

Since the adoption of the Sarbanes-Oxley Act in July 2002, there has
been a growing public and regulatory focus on the independence of directors.
Requirements relating to independence are imposed by the Sarbanes-Oxley Act of
2002, the Securities and Exchange Commission and the American Stock Exchange
with respect to members of the Audit Committee and the Nominating Committee. The
Board of Directors has determined that Messrs. Brown, Bunger, Farnum and Morey
satisfy all such definitions of independence. The Board of Directors has
determined that Herbert A. Morey constitutes our "audit committee financial
expert", as such term is defined by the SEC.

Audit Committee. Our Audit Committee is presently comprised of Messrs.
Morey (Chairman), Brown and Farnum. The Audit Committee is empowered by the
Board of Directors to, among other things: serve as an independent and objective
party to monitor Emerson's financial reporting process, internal control system
and disclosure control system; review and appraise the audit efforts of
Emerson's independent accountants; 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
Emerson's management regarding financial reporting issues; and provide the
opportunity for direct communication among the independent accountants,
financial and senior management, and the Board. During Fiscal 2005, the Audit
Committee performed its duties under a written charter approved by the Board of
Directors, which was filed as Annex A to our Proxy Statement for the fiscal year
ended March 31, 2003, filed as of July 29, 2003, and formally met six (6) times.
The Audit Committee Charter is posted on our website: www.emersonradio.com on
the Investor Relations page.

Compensation and Personnel Committee. Our Compensation and Personnel
Committee is presently comprised of Messrs. Brown (Chairman), Bunger and Farnum.
The Committee (i) makes recommendations to the Board of Directors concerning
remuneration arrangements for senior executive management; (ii) administers our
stock option plans; and (iii) makes such reports and recommendations, from time
to time, to the Board of Directors upon such matters as the committee may deem
appropriate or as may be requested by the Board of Directors. During Fiscal
2005, the Compensation and Personnel Committee formally met five (5) times and
acted by unanimous written consent one (1) time.

Nominating Committee. Our Nominating Committee is presently comprised
of Messrs. Brown, Bunger and Farnum. The Nominating Committee is empowered by
the Board of Directors to, among other functions: recommend to the Board of
Directors qualified individuals to serve on Emerson's Board of Directors and to
identify the manner in which the Nominating Committee evaluates nominees
recommended for the Board of Directors. Our Nominating Committee did not meet
during Fiscal 2005. The Board has adopted a Nominating Committee charter to
govern its Nominating Committee, which was filed as Exhibit 3 to our Proxy
Statement for the fiscal year ended March 31, 2004, filed as of July 20, 2004.

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, 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 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 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.

ITEM 11 - EXECUTIVE COMPENSATION AND OTHER INFORMATION

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth certain information regarding
compensation paid to our Chief Executive Officer and each of our other four most
highly compensated executive officers (based on salary and bonus earned during
Fiscal 2005) for services rendered in all capacities to us during the 2005, 2004
and 2003 fiscal years:

SUMMARY COMPENSATION TABLE

OTHER SECURITIES ALL
FISCAL ANNUAL UNDERLYING OTHER
NAME AND PRINCIPAL POSITION(S) YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION (2)
------------------------------ ---- ------ ----- ------------ ------- ----------------

GEOFFREY P. JURICK 2005 $500,000 $125,000 $ 80,000 200,000 $ ---
CHAIRMAN OF THE 2004 500,000 --- 56,197 --- 3,186
BOARD, CHIEF 2003 411,600 313,000 60,821 --- 3,352
EXECUTIVE OFFICER
AND PRESIDENT (1)(3)

JOHN J. RAAB 2005 266,863 75,000 --- 100,000 20,402
SENIOR EXECUTIVE VICE 2004 272,560 --- --- --- 20,622
PRESIDENT AND CHIEF OPERATING 2003 257,500 150,000 --- --- 17,744
OFFICER (3)

GUY A. PAGLINCO 2005 153,204 --- --- --- 19,764
VICE PRESIDENT, CHIEF FINANCIAL 2004 123,890 12,500 --- --- 15,552
OFFICER 2003 120,000 31,000 --- --- 14,941

PATRICK MURRAY 2005 368,757 --- --- --- 28,553
PRESIDENT - EMERSON 2004 376,627 --- --- --- 28,796
RADIO CONSUMER 2003 360,000 75,000 --- --- 23,897
PRODUCTS CORPORATION

ELIZABETH J. CALIANESE 2005 213,491 47,500 --- 100,000 28,146
SENIOR VICE PRESIDENT, GENERAL 2004 218,047 --- --- --- 28,270
COUNSEL AND CORPORATE SECRETARY (3) 2003 206,000 95,000 --- --- 23,930
(3)

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(1) Other annual compensation consists of temporary lodging expenses. In
addition to the amounts set forth in the table above, Mr. Jurick
received $250,000 per annum in salary from SSG for services he rendered
to SSG.

(2) All other compensation consists of Emerson's contribution to our 401(k)
employee savings plan, group health, life insurance, disability
insurance and auto allowances.

(3) In October 2004, Messrs. Jurick and Raab and Ms. Calianese were granted
stock options to purchase 200,000, 100,000 and 100,000 shares of common
stock, respectively, at an exercise price of $3.26, $2.96 and $2.96 per
share, respectively. These options vest in equal installments over
three years, commencing one year from the date of grant, and their
exercise is contingent on continued employment with Emerson.

OPTION GRANTS DURING 2005 FISCAL YEAR

The following table provides certain information with respect to
options granted to our Chief Executive Officer and to each of the executive
officers named in the Summary Compensation Table during Fiscal 2005.

POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM (2)
----------------- -------------------
% of Total
Number Options Granted Exercise
of Options to Employees Price Per Expiration
Name Granted (1) In Fiscal 2005 Share Date 5% 10%
------------------------------------------------------------------------------------------------------------------------

GEOFFREY P. JURICK 200,000 47.1% $3.26 10/19/14 $1,146,816 $1,826,176
JOHN J. RAAB 100,000 23.5 2.96 10/19/14 573,408 913,088
GUY A. PAGLINCO --- --- --- --- --- ---
PATRICK MURRAY --- --- --- --- --- ---
ELIZABETH J. CALIANESE 100,000 23.5 2.96 10/19/14 573,408 913,088

1. The stock options were granted under the Emerson Radio Corp. 2004 Employee
Stock Incentive Plan, and, unless otherwise designated at the time of
grant, are exercisable commencing one year after the grant date in three
equal annual installments, with full vesting occurring on the third
anniversary of the date of the grant.

2. The dollar amounts under these columns are the result of calculations at
the assumed compounded market appreciation rates of 5% and 10% as required
by the SEC over a ten-year term and therefore, are not intended to forecast
possible future appreciation, if any, of the stock price. The disclosure
assumes the options will be held for the full ten-year term prior to
exercise. Such options may be exercised prior to the end of such ten-year
term. The actual value, if any, an executive officer may realize will
depend on the excess of the stock price over the exercise price on the date
the option is exercised. There can be no assurance that the stock price
will appreciate at the rates shown in the table.

OPTION EXERCISES DURING FISCAL 2005 AND FISCAL 2005 YEAR END VALUES

The following table provides information related to options exercised
by our executive officers during Fiscal 2005 and the number and value of options
held at the end of Fiscal 2005 by our executive officers. We do not have any
outstanding stock appreciation rights.

NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES AT FY-END AT FY-END
ACQUIRED VALUE (#) ($)(1)
ON EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
------------------------- ------------- ------------ ------------------ ------------------------------

Geoffrey P. Jurick 390,476 $1,229,999 0/200,000 $0/$52,000
John J. Raab --- --- 0/100,000 $0/$56,000
Guy A Paglinco --- --- --- ---
Patrick Murray --- --- --- ---
Elizabeth J. Calianese --- --- 50,000/100,000 $126,000/$56,000

(1) Based on $3.52 per share, the closing price for our common stock as reported
by the American Stock Exchange on March 31, 2005. Value is calculated on the
basis of the difference between $3.52 and the option exercise price of "in the
money" options, multiplied by the number of shares of our common stock
underlying the option.

CERTAIN EMPLOYMENT AGREEMENTS

Effective as of September 1, 2001, Geoffrey P. Jurick, our Chairman,
Chief Executive Officer and President, entered into three-year employment
agreements (the "Jurick Employment Agreements") with us and two of our
wholly-owned subsidiaries, Emerson Radio (Hong Kong) Limited and Emerson Radio
International Ltd. (formerly Emerson Radio (B.V.I.) Ltd.) (hereinafter,
collectively the "Companies"), providing for an aggregate annual compensation of
$411,600, which was increased to $440,000 effective April 1, 2003, subject to
adjustment in the event that Mr. Jurick's employment with SSG is terminated. In
the event Mr. Jurick's employment with SSG is terminated, the salary he receives
under the Jurick Employment Agreement shall be increased by that amount of
salary he was receiving from SSG at the time his employment was terminated. By
letter agreement dated effective as of September 1, 2004, the terms of the
Jurick Employment Agreements were extended through and including August 31, 2007
with a present base salary of $500,000 from Emerson. In addition to his base
salary, Mr. Jurick is entitled to an annual bonus upon recommendation by the
Compensation and Personnel Committee of our Board of Directors, subject to the
final approval of our Board of Directors. On July 1, 2005, Emerson sold its
beneficial ownership interest in SSG. As a result, under the terms of the Jurick
Employment Agreements, Mr. Jurick's annual compensation, commencing July 1,
2005, was increased by $250,000 (the amount of salary he was receiving from SSG
at the time his employment was terminated) to an aggregate of $750,000.

Each of the Jurick Employment Agreements grants to Mr. Jurick severance
benefits, through expiration of the respective terms of each of such agreements,
commensurate with Mr. Jurick's base salary, on the condition that his employment
is terminated due to permanent disability, without cause or as a result of
constructive discharge (as defined therein). In the event that Mr. Jurick's
employment terminates due to termination for "cause", because Mr. Jurick
unilaterally terminates the agreements or for reasons other than constructive
discharge or permanent disability, Mr. Jurick shall only be entitled to base
salary earned through the applicable date of termination. The Jurick Employment
Agreements also contain non-competition provisions which require that, during
his employment and through the end of any period in which he receives severance,
Mr. Jurick (i) shall not be employed by, have any proprietary interest in or
receive any remuneration from any entity in competition with Emerson, and (ii)
shall not solicit any of Emerson's customers or clients on behalf of any of
Emerson's competitors. Similar provisions are set forth in policies that are
incorporated into each of the employment contracts described below.

Effective September 1, 2001, John J. Raab, Chief Operating Officer and
Senior Executive Vice President, entered into a three-year employment agreement
(the "Raab Employment Agreement") with us, providing for an annual compensation
of $250,000, which was increased to $257,500, effective April 1, 2002, and
$275,000, effective April 1, 2003. By letter agreement dated effective as of
September 1, 2004, the term of the Raab Employment Agreement was extended
through and including August 31, 2007 and his annual compensation was increased
to $286,000, effective April 1, 2005. In addition to his base salary, Mr. Raab
may also receive an additional annual performance bonus to be recommended by the
Compensation and Personnel Committee of our Board of Directors, subject to the
final approval of our Board of Directors.

Effective September 1, 2001, Elizabeth J. Calianese, General Counsel,
Senior Vice President - Human Resources and Secretary, entered into a three-year
employment agreement (the "Calianese Employment Agreement") with us providing
for an annual compensation of $200,000, which was increased to $206,000,
effective April 1, 2002, and $220,000 effective April 1, 2003. By letter
agreement dated effective as of September 1, 2004, the term of the Calianese
Employment Agreement was extended through and including August 31, 2007 and her
annual compensation was increased to $228,800, effective April 1, 2005. In
addition to her base salary, Ms. Calianese is entitled to an annual performance
bonus to be recommended by the Compensation and Personnel Committee of our Board
of Directors, subject to the final approval of our Board of Directors. We have
also agreed for the term of the Calianese Employment Agreement and three years
thereafter to pay for and maintain legal malpractice insurance covering Ms.
Calianese for occurrences and actions taken by her at any time prior to or
during the term of such agreement on behalf of our employees or us. We have also
agreed to pay all sums, which may be deductible amounts, not otherwise paid by
such insurer.

Effective August 8, 2003, we granted Patrick Murray a one-year
severance agreement in the event his employment with us is terminated other than
for cause (as defined therein).

Effective June 14, 2005, we granted Guy A. Paglinco a one-year
severance agreement in the event his employment with us is terminated other than
for cause (as defined therein).

In the event that Messrs. Jurick, Raab and Ms. Calianese were to be
terminated due to permanent disability, without cause or as a result of
constructive discharge, the estimated dollar amount to be paid after March 31,
2005, to each such individual, based on the terms of their respective contracts,
would be $1,750,000, $691,000, and $553,000, respectively. In the event that
Messrs. Murray and Paglinco were terminated other than for cause, the estimated
dollar amount to be paid after March 31, 2005, based on their severance
agreements, would be $380,000 and $182,000, respectively.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Geoffrey P. Jurick serves as Chairman of the Board, Chief Executive
Officer and President of Emerson and participated in deliberations concerning
Emerson senior executive officer compensation. Until July 1, 2005, Mr. Jurick
had also served as Chairman of the Board and Chief Executive Officer of SSG and
had participated in deliberations concerning its senior executive officer
compensation. As set forth in the Summary Compensation Table above, Mr. Jurick
also received $250,000 per annum in salary from SSG for the services he rendered
to SSG. Mr. Bunger is a Director of Emerson who serves on the Emerson
Compensation and Personnel Committee and, until July 1, 2005, had been a
Director of SSG and a member of the SSG Compensation Committee. See "Item 13 -
Certain Relationships and Related Transactions - Relationship with Sport Supply
Group, Inc.".

COMPENSATION OF DIRECTORS

During Fiscal 2005, our directors who were not employees, specifically
Messrs. Brown, Bunger, Farnum and Morey, were paid $33,333, $21,667, $29,167 and
$16,667, respectively, for serving on the Board of Directors and on our various
committees during the period. Outside Directors are each paid an annual
director's fee of $12,500; members of the Compensation and Personnel Committee
are each paid an additional fee of $5,000 per annum; members of the Nominating
Committee are each paid an additional fee of $5,000 per annum; members of the
Audit Committee are each paid an additional fee of $7,500 per annum; and, the
Chairmen of the Audit Committee and the Compensation and Personnel Committee are
each 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 are
not paid for their services as a director. Additionally, each director, who is
not an employee, was previously eligible to participate in our 1994 Non-Employee
Director Stock Option Plan and is eligible to participate in our 2004
Non-Employee Outside Director Stock Option Plan ("2004 Director Stock Option
Plan"). Directors of Emerson 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 2005, Messrs. Brown, Bunger, Farnum
and Morey were granted stock options, pursuant to the 2004 Director Stock Option
Plan, to purchase 25,000, 25,000, 25,000 and 50,000 shares of common stock,
respectively, at an exercise price of $3.00 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. In Fiscal 2005, Mr. Bunger also received $48,000 in fees for the
European manufacturing consulting services he rendered to Emerson.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table sets forth, as of July 25, 2005, the beneficial
ownership of (i) each current Director; (ii) each of our executive officers
named in the Summary Compensation Table ("executive officers"); (iii) our
directors and executive officers as a group and (iv) each stockholder known by
us to own beneficially more than 5% of our outstanding shares of common stock.
Except as otherwise noted, the address of each of the following beneficial
owners is c/o Emerson Radio Corp., 9 Entin Road, Parsippany, New Jersey 07054.

Amount and Nature of
Name and Address of Beneficial Owners Beneficial Ownership (1) Percent of Class (1)
------------------------------------- ------------------------ --------------------

Geoffrey P. Jurick (2) 10,265,576 37.1%

Robert H. Brown, Jr. (3) 25,018 *

Peter G. Bunger (4) 42,204 *

Jerome H. Farnum (5) 14,333 *

Herbert A. Morey (6) 28,667 *

John J. Raab -0- -0-

Guy A. Paglinco (7) 20,000 *

Patrick Murray -0- -0-

Elizabeth J. Calianese (8) 50,000 *

All Directors and Executive
Officers as a Group (9 persons) (9) 10,445,798 37.7%

--------------------------------------------
(*) Less than one percent.

(1) Based on 27,047,666 shares of common stock outstanding as of July 25, 2005.
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 July 25,
2005 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 July
25, 2005. 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) Mr. Jurick's beneficial ownership consists of 10,265,576 shares of common
stock directly owned by him. Mr. Jurick has pledged 10,015,476 of these shares
to a foreign institution to secure a loan obtained by Mr. Jurick in January
2005, in the amount of $16 million. The loan is guaranteed by a third party
unaffiliated with us and is currently due on August 22, 2005.

(3) Mr. Brown's ownership consists of 16,685 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 Outside Director Stock Option Plan that
are exercisable within 60 days of July 25, 2005.

(4) Mr. Bunger's ownership consists of 33,871 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 July 25, 2005.

(5) Mr. Farnum's ownership consists of 6,000 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 July 25, 2005.

(6) Mr. Morey's ownership consists of 12,000 shares of common stock directly
owned by him and 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 July 25, 2005.

(7) Mr. Paglinco's ownership consists of 20,000 shares of common stock directly
owned by him.

(8) Ms. Calianese's ownership consists of options issued pursuant to Emerson's
1994 Stock Compensation Program that are exercisable within 60 days of July 25,
2005.

(9) Includes 91,666 shares of common stock issuable upon exercise of options
that are exercisable within 60 days of July 25, 2005.

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, 2005 (the
"Plans"). The 1994 Plans expired in July 2004 and the remainder of the Plans are
the only equity compensation plans in existence as of March 31, 2005.

-----------------------------------------------------------------------------------------------------------------
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 $2.81 2,200,000
holders
---------------------------------------------------------------------------------------------------------------
Equity compensation plans
not approved by security 100,000 4.00 ---
holders
---------------------------------------------------------------------------------------------------------------
TOTAL 732,334 $2.97 2,200,000
---------------------------------------------------------------------------------------------------------------

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended
("Section 16(a)") requires our officers and directors, and persons who own more
than 10% of a registered class of our equity securities to file reports of
ownership and changes in ownership with the SEC and the American Stock Exchange.
Officers, directors and greater than 10% stockholders are required by certain
regulations to furnish us with copies of all Section 16(a) forms they file.

Based solely on our review of the copies of such forms received by us,
we believe that, during Fiscal 2005, our officers, directors and greater than
10% beneficial owners have complied with all applicable filing requirements with
respect to our equity securities.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

RELATIONSHIP WITH SPORT SUPPLY GROUP, INC.

On July 1, 2005, we and Emerson Radio (Hong Kong) Limited ("Emerson
HK"), our wholly owned subsidiary, sold all of the issued and outstanding shares
of SSG common stock, which we owned, aggregating 4,746,023 shares, or
approximately 53.2% ownership of SSG, for $32 million or $6.74 per share.

Prior to July 1, 2005 and during Fiscal 2005, our Board of Directors
included the following people that were associated with SSG: Geoffrey P. Jurick,
our Chairman, Chief Executive Officer and President and Chairman and Chief
Executive Officer of SSG, and Peter G. Bunger, a Director of both companies and
member of the Compensation Committee of each company.

During 1997, we entered into a management services agreement with SSG
in an effort to share certain administrative and logistic functions and to
enable SSG and Emerson to reduce certain costs. In connection with the sale of
our interest in SSG, the management services agreement was amended to permit
termination of various defined Transition Services on one hundred twenty (120)
days' prior notice by either Emerson or SSG in order to facilitate the parties'
transition of the Transition Services to another provider. We incurred net fees
of $206,000, $319,000 and $307,000 for services provided pursuant to this
agreement during Fiscal 2005, 2004 and 2003, respectively.

FUTURE TRANSACTIONS

We have 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, 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.

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

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 accountants, BDO, 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. Prior to March
31, 2004, when BDO was retained by us as our independent accountants, Ernst &
Young, LLP ("Ernst & Young") served as our independent accountants during Fiscal
2004.

>> Audit Fees. Audit fees billed to us by BDO for the audit of the
financial statements included in our Annual Reports on Form 10-K,
and reviews by Ernst & Young and BDO of the financial statements
included in our Quarterly Reports on Form 10-Q, for the fiscal
years ended March 31, 2004 and 2005 totaled approximately
$258,000 and $242,000, respectively.

>> Audit-Related Fees. We were billed $11,000 and $16,000 by BDO for
the fiscal years ended March 31, 2004 and 2005, respectively, for
assurance and related services that are reasonably related to the
performance of the audit or review of Emerson's financial
statements and are not reported under the caption Audit Fees
above.

>> Tax Fees. BDO billed us an aggregate of $117,000 and $196,000,
for the fiscal years ended March 31, 2004 and 2005, respectively,
for tax services, principally related to the preparation of
income tax returns and related consultation.

>> All Other Fees. We were billed $195,000 and $0 by BDO for the
fiscal years ended March 31, 2004 and 2005, respectively, for
permitted non-audit services, principally consultation related to
mergers and acquisitions.

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 discussed above and previously reported in a Form 8-K dated April 2,
2004, on March 31, 2004, we retained the services of BDO as our independent
auditors to replace our former independent auditors, Ernst & Young. This
engagement and replacement was approved by our Board of Directors on the
recommendation of our Audit Committee. During our two recent fiscal years ended
March 31, 2003 and March 31, 2004, respectively, we did not consult with BDO
regarding any matters noted in Items 304(a) of Regulation S-K. BDO has provided
tax services to us during the fiscal years ended March 31, 2003, 2004 and 2005
and is expected to continue to provide such services to us.

There have been 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 Ernst & Young that
occurred within our two recent fiscal years ended March 31, 2003 and March 31,
2004, respectively. Ernst & Young's report on our financial statements for the
fiscal year ended March 31, 2003 did not contain any adverse opinion or
disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope or accounting principles.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

(a) Financial Statements and Schedules. See Item 8

(b) Exhibits

Exhibit Number
--------------

3.1 Certificate of Incorporation of Emerson (incorporated by
reference to Exhibit (3) (a) of Emerson's Registration
Statement on Form S-1, Registration No. 33-53621, declared
effective by the SEC on August 9, 1994).

3.2 Amended and Restated Certificate of Incorporation of Sport
Supply Group, Inc. (incorporated by reference to Exhibit 4.1
of Sport Supply's Registration Statement on Form S-8,
Registration No. 33-80028).

3.3 Certificate of Amendment of Amended and Restated Certificate
of Incorporation of Sport Supply Group, Inc. (incorporated
by reference to Exhibit 4.1 of Sport Supply's Registration
Statement on Form S-8, Registration No. 33-80028).

3.4 Certificate of Designation for Series A Preferred Stock
(incorporated by reference to Exhibit (3) (b) of Emerson's
Registration Statement on Form S-1, Registration No.
33-53621, declared effective by the SEC on August 9, 1994).

3.5 Amendment dated February 14, 1996 to the Certificate of
Incorporation of Emerson (incorporated by reference to
Exhibit (3) (a) of Emerson's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1995).

3.6 By-Laws of Emerson adopted March 1994 (incorporated by
reference to Exhibit (3) (e) of Emerson's Registration
Statement on Form S-1, Registration No. 33-53621, declared
effective by the SEC on August 9, 1994).

3.7 Amendment dated November 28, 1995 to the By-Laws of Emerson
adopted March 1994 (incorporated by reference to Exhibit (3)
(b) of Emerson's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1995).

3.8 Amended and Restated Bylaws of Sport Supply Group, Inc.
(incorporated by reference to Exhibit 3.2 of Sport Supply's
Annual Report on Form 10-K for the year ended November 1,
1996).

10.4 Stipulation of Settlement and Order dated June 11, 1996 by
and among the Official Liquidator of Fidenas International
Bank Limited, Petra Stelling, Barclays Bank PLC, the
Official Liquidator of Fidenas Investment Limited, Geoffrey
P. Jurick, Fidenas International Limited, L.L.C., Elision
International, Inc., GSE Multimedia Technologies Corporation
and Emerson (incorporated by reference to Exhibit 10(af) of
Emerson's Annual Report on Form 10-K for the year ended
March 31, 1996).

10.5 Pledge Agreement dated as of February 4, 1997 by Fidenas
International Limited, L.L.C. ("FIN") in favor of TM Capital
Corp. (incorporated by reference to Exhibit (10) (a) of
Emerson's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1996).

10.6 Registration Rights Agreement dated as of February 4, 1997
by and among Emerson, FIN, the Creditors, FIL and TM Capital
Corp. (incorporated by reference to Exhibit (10) (b) of
Emerson's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1996).

10.7 Securities Purchase Agreement dated as of November 27, 1996,
by and between Sport Supply Group, Inc. ("SSG") and Emerson
(incorporated by reference to Exhibit (2)(a) of Emerson's
Current Report on Form 8-K dated November 27, 1996).

10.9 Form of Registration Rights Agreement by and between SSG and
Emerson (incorporated by reference to Exhibit (4)(b) of
Emerson's Current Report on Form 8-K dated November 27,
1996).

10.12 License Agreement effective as of January 1, 2001 by and
between Funai Corporation and Emerson (incorporated by
reference to Exhibit (10) (z) of Emerson's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2000).

10.12.1 First Amendment to License Agreement dated February 19, 2002
by and between Funai Corporation and Emerson (incorporated
by reference to Exhibit (10.12.1) of Emerson's Annual Report
on Form 10-K for the year ended March 31, 2002).

10.12.2 Second Amendment to License Agreement effective August 1,
2002 by and between Funai Corporation and Emerson
(incorporated by reference to Exhibit (10.12.2) of Emerson's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002).

10.12.3 Third Amendment to License Agreement effective February 18,
2004 by and between Funai Corporation and Emerson
(incorporated by reference to Exhibit 10.12.3 of Emerson's
Annual Report on Form 10-K for the year ending March 31,
2004)

10.12.4 Fourth Amendment to License Agreement effective December 3,
2004 by and between Funai Corporation, Inc. and Emerson
(incorporated by reference to Exhibit (10.12.4) of Emerson's
Quarterly Report on Form 10-Q for the quarter ended December
31, 2004).

10.12.5 Fifth Amendment to License Agreement effective May 18, 2005
by and between Funai Corporation, Inc. and Emerson.
(incorporated by reference to Exhibit 10.12.5 of Emerson's
Annual Report on Form 10-K for the year ended March 31,
2005).

10.13 Second Lease Modification dated as of May 15, 1998 between
Hartz Mountain, Parsippany and Emerson (incorporated by
reference to Exhibit (10) (v) of Emerson's Annual Report on
Form 10-K for the year ended April 3, 1998).

10.13.1 Third Lease Modification made the 26 day of October, 1998
between Hartz Mountain Parsippany and Emerson (incorporated
by reference to Exhibit (10) (b) of Emerson's Quarterly
Report on Form 10-Q for the quarter ended October 2, 1998).

10.13.2 Fourth Lease Modification made the 12th day of February,
2003 between Hartz Mountain Parsippany and Emerson
(incorporated by reference to Exhibit (10.13.2) of Emerson's
Annual Report on Form 10-K for the year ended March 31,
2003).

10.13.3 Lease Agreement dated as of October 8, 2004 between Sealy TA
Texas, L.P., a Georgia limited partnership, and Emerson
Radio Corp. (incorporated by reference to Exhibit (10.13.3)
of Emerson's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2004).

10.13.4 Fifth Lease Modification Agreement made the 2nd day of
December, 2004 between Hartz Mountain Industries, Inc. and
Emerson (incorporated by reference to Exhibit (10.13.3) of
Emerson's Quarterly Report on Form 10-Q for the quarter
ended December 31, 2004).

10.14.1 Purchasing Agreement, dated March 5, 1999, between AFG-
Elektronik GmbH and Emerson Radio International Ltd.
(incorporated by reference to Exhibit (10) (aa) of Emerson's
Annual Report on Form 10-K for the year ended April 2,
1999).

10.15 Second Amendment to Lease made the 10th day of June, 2004
between ProLogis and Sport Supply Group, Inc. (incorporated
by reference to Exhibit 10.15 of Emerson's Annual Report on
Form 10-K for the year ended March 31, 2004).

10.16 Letter of Employment for Patrick Murray, dated May 3, 2001
(incorporated by reference to Exhibit 10.16 of Emerson's
Annual Report on Form 10-K for the year ended March 31,
2001).

10.17 Form of Indemnification Agreement entered into between Sport
Supply and each of the directors of Sport Supply and Sport
Supply's General Counsel (incorporated by reference to
Exhibit 10.3 of Sport Supply's Registration Statement on
Form S-1, Registration No. 33-39218).

10.18 Sport Supply Group, Inc. Amended and Restated Stock Option
Plan (incorporated by reference to Exhibit 4.1 of Sport
Supply's Registration Statement on Form S-1, Registration
No. 33-27193).

10.18.1 Emerson Radio Corp. 2004 Employee Stock Incentive Plan
(incorporated by reference to Exhibit 1 of Emerson's 2004
Proxy Statement).

10.18.2 Emerson Radio Corp. 2004 Non-Employee Outside Director Stock
Option Plan (incorporated by reference to Exhibit 2 of
Emerson's 2004 Proxy Statement).

10.19 Assignment and Assumption Agreement, dated to be effective
as of February 28, 1992, by and between Aurora and Sport
Supply Group, Inc. (incorporated by reference to Exhibit
10.27 of Sport Supply's Annual Report on Form 10-K for the
year ended 1991).

10.21 License Agreement, dated as of September 23, 1991, by and
between Proacq Corp. and Sport Supply Group, Inc.
(incorporated by reference to Exhibit 10.17 of Sport
Supply's Annual Report on Form 10-K for the year ended
1991).

10.22 Sport Supply Group Employees' Savings Plan dated June 1,
1993 (incorporated by reference to Exhibit 10.27 of Sport
Supply's Annual Report on Form 10-K for the year ended
1993).

10.23 Management Services Agreement dated July 1, 1997 to be
effective as of March 7, 1997 by and between Sport Supply
Group, Inc. and Emerson (incorporated by reference to
Exhibit 10.2 of Sport Supply's Quarterly Report on Form 10-Q
for the quarter ended August 1, 1997 ).

10.23.1 Amended and Restated Management Services Agreement dated
July 1, 2005 by and between Sport Supply Group, Inc. and
Emerson*

10.26 Employment Agreement between Emerson Radio Corp. and John J.
Raab, effective as of September 1, 2001 (incorporated by
reference to Exhibit 10.26 of Emerson's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2001).

10.26.1 Employment Agreement between Emerson Radio Corp. and
Elizabeth J. Calianese McPartland, effective as of September
1, 2001 (incorporated by reference to Exhibit 10.26.1 of
Emerson's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001).

10.26.2 Letter re Employment Agreement between Emerson Radio Corp.,
Emerson Radio International Ltd., Emerson Radio (Hong Kong)
Limited and Geoffrey P. Jurick, effective as of September 1,
2001 (incorporated by reference to Exhibit 10.26.2 of
Emerson's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001).

10.26.3 Employment Agreement extension letter between Emerson Radio
Corp., Emerson Radio International Ltd., Emerson Radio (Hong
Kong Limited and Geoffrey P. Jurick effective as of
September 1, 2004 (incorporated by reference to Exhibit
10.26.3 of Emerson's Quarterly Report on Form 10-Q for the
quarter ended December 31, 2004).

10.26.4 Employment Agreement extension letter between Emerson Radio
Corp. and John J. Raab effective as of September 1, 2004
(incorporated by reference to Exhibit 10.26.4 of Emerson's
Quarterly Report on Form 10-Q for the quarter ended December
31, 2004).

10.26.5 Employment Agreement extension letter between Emerson Radio
Corp. and Elizabeth J. Calianese McPartland effective as of
September 1, 2004 (incorporated by reference to Exhibit
10.26.5 of Emerson's Quarterly Report on Form 10-Q for the
quarter ended December 31, 2004).

10.27 Revolving Credit and Term Loan Agreement dated June 28, 2002
among Emerson Radio Corp., Majexco Imports, Inc., Emerson
Radio (Hong Kong) Ltd., and Emerson Radio International Ltd.
Jointly and Severally, and PNC Bank, National Association
(incorporated by reference to Exhibit 10.27 of Emerson's
Quarterly Report on Form 10-Q for the quarter ended December
31, 2002).

10.27.1 Amendment to Revolving Credit and Term Loan Agreement
(Number One) dated November 7, 2003 among Emerson Radio
Corp., Majexco Imports, Inc., Emerson Radio (Hong Kong)
Ltd., and Emerson Radio International Ltd. Jointly and
Severally, and PNC Bank, National Association (incorporated
by reference to Exhibit 10.27.1 of Emerson's Quarterly
Report on Form 10-Q for the quarter ended December 31,
2003).

10.27.2 Amendment to Revolving Credit and Term Loan Agreement
(Number Two) dated December 31, 2003 among Emerson Radio
Corp., Majexco Imports, Inc., Emerson Radio (Hong Kong)
Ltd., and Emerson Radio International Ltd. Jointly and
Severally, and PNC Bank, National Association (incorporated
by reference to Exhibit 10.27.2 of Emerson's Quarterly
Report on Form 10-Q for the quarter ended December 31,
2003).

10.27.3 Amendment to Revolving Credit and Term Loan Agreement
(Number Three) and Waiver dated June 28, 2004, among Emerson
Radio Corp., Majexco Imports, Inc., Emerson Radio (Hong
Kong) Ltd., and Emerson Radio International Ltd. Jointly and
Severally, and PNC Bank, National Association (incorporated
by reference to Exhibit 10.27.3 of Emerson's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2004).

10.27.4 Amendment and Restated Revolving Credit and Term Loan
Agreement dated as of June 27, 2005, among Emerson Radio
Corp., Emerson Radio Macao Commercial Offshore Limited,
Majexco Imports, Inc., Emerson Radio (Hong Kong) Ltd., and
Emerson Radio International Ltd., and PNC Bank, National
Association. (incorporated by reference to Exhibit 10.27.4
of Emerson's Annual Report on Form 10-K for the year ended
March 31, 2005).

10.28 Common Stock Purchase Warrant Agreement entered into on
August 1, 2002 by and between Emerson Radio Corp. and
Further Lane Asset Management LP (incorporated by reference
to Exhibit 10.28 of Emerson's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2002).

10.28.1 Form of Common Stock Warrant Agreement entered into on
October 7, 2003 by and between Emerson Radio Corp. and
Ladenburg Thalmann & Co., Inc. (incorporated by reference to
Exhibit 10.28.1 of Emerson's Quarterly Report on Form 10-Q
for the quarter ended December 31, 2003).

10.28.2 Common Stock Purchase Warrant Agreement entered into on
August 1, 2004 by and between Emerson Radio Corp. and EPOCH
Financial Services, Inc. (incorporated by reference to
Exhibit 10.28.2 of Emerson's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2004).

10.29 Separation Agreement dated September 15, 2003 between SSG
and John P. Walker (incorporated by reference to Exhibit
10.1 of Sport Supply's Quarterly Report on Form 10-Q for the
quarter ended September 26, 2003).

10.35 Loan and Security Agreement dated March 27, 2001 by and
between Sport Supply Group, Inc. and Congress Financial
Corporation (incorporated by reference to Exhibit 10.29 of
Sport Supply's Annual Report on Form 10-K for the year ended
March 30, 2001).

10.35.1 First Amendment to the Loan and Security Agreement dated
October 1, 2002 by and between Sport Supply Group, Inc. and
Congress Financial Corporation (incorporated by reference to
Exhibit 10.2 of Sport Supply's Quarterly Report on Form 10-Q
for the quarter ended December 27, 2002).

10.35.2 Second Amendment to Loan and Security Agreement dated June
27, 2003 by and between Sport Supply Group, Inc. and
Congress Financial Corporation (incorporated by reference to
Exhibit 10.1 of Sport Supply's Quarterly Report on Form 10-Q
for the quarter ended June 27, 2003).

10.35.3 Third Amendment to Loan and Security Agreement dated
November 6, 2003 by and between Sport Supply Group, Inc. and
Congress Financial Corporation (incorporated by reference to
Exhibit 10.4 of Sport Supply's Quarterly Report on Form 10-Q
for the quarter ended September 26, 2003).

10.35.4 Fourth Amendment to Loan and Security Agreement dated
December 29, 2003 by and between Sport Supply Group, Inc.
and Congress Financial Corporation (incorporated by
reference to Exhibit 10.1 of Sport Supply's Quarterly Report
on Form 10-Q for the quarter ended December 26, 2003).

10.35.5 Fifth Amendment to Loan and Security Agreement dated
February 19, 2004 by and between Sport Supply Group, Inc.
and Congress Financial Corporation (incorporated by
reference to Exhibit 10.35.5 of Emerson's Annual Report on
Form 10-K for the year ended March 31, 2004).

10.36 Stock Purchase Agreement among Collegiate Pacific Inc.,
Emerson Radio Corp. and Emerson Radio (Hong Kong) Limited,
dated July 1, 2005 (incorporated by reference to Exhibit 2.1
of Emerson's Current Report on Form 8-K dated July 1, 2005).

14.1 Code of Ethics for Senior Financial Officers (incorporated
by reference to Exhibit 14.1 of Emerson's Annual Report on
Form 10-K for the year ended March 31, 2004).

21.1 Subsidiaries of the Company as of March 31, 2005.
(incorporated by reference to Exhibit 21.1 of Emerson's
Annual Report on Form 10-K for the year ended March 31,
2005).

23.1 Consent of Independent Registered Public Accounting Firm -
BDO Seidman, LLP. (incorporated by reference to Exhibit 23.1
of Emerson Annual Report on Form 10-K for the year ended
March 31, 2005).

23.2 Consent of Independent Registered Public Accounting Firm -
Ernst & Young, LLP. (incorporated by reference to Exhibit
23.2 of Emerson Annual Report on Form 10-K for the year
ended March 31, 2005).

31.1 Certification of the Company's Chief Executive Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2 Certification of the Company's Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.*

32 Certification of the Company's Chief Executive Officer and
Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.*

-------------------
* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person on behalf of the
Registrant and in the capacities and on the date indicated.

/s/ Geoffrey P. Jurick Chairman of the Board, July 29, 2005
Geoffrey P. Jurick Chief Executive Officer and
President

/s/ Guy A. Paglinco Vice President - Finance, July 29, 2005
Guy A. Paglinco Chief Financial Officer

/s/ Robert H. Brown, Jr. Director July 29, 2005
Robert H. Brown, Jr.

/s/ Peter G. Bunger Director July 29, 2005
Peter G. Bunger

/s/ Jerome H. Farnum Director July 29, 2005
Jerome H. Farnum

/s/ Herbert A. Morey Director July 29, 2005
Herbert A. Morey