UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

R.G. Barry Corporation

(Name of Issuer)

Common Shares, par value $1 per share

(Title of Class of Securities)

068798107

(CUSIP Number)

Mill Road Capital II, L.P.

Attn: Thomas E. Lynch

382 Greenwich Avenue

Suite One

Greenwich, CT 06830

203-987-3500

With a copy to:

Peter M. Rosenblum, Esq.

Foley Hoag LLP

155 Seaport Blvd.

Boston, MA 02210

617-832-1151

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 1, 2014

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

13D

13D

13D

13D

This Amendment No. 5 to the joint statement on Schedule 13D with respect to the common shares, par value $1 per share (the “Common Stock”), of R.G. Barry Corporation, an Ohio corporation (the “Issuer”), filed by Mill Road Capital, L.P., a Delaware limited partnership (“Fund I”), Mill Road Capital GP LLC, a Delaware limited liability company (“GP I”), Thomas E. Lynch and Scott P. Scharfman (collectively, the “Initial Reporting Persons”) on February 18, 2011, as amended and restated by the Amendment No. 1 on Schedule 13D with respect to the Common Stock filed by the Initial Reporting Persons, Mill Road Capital II, L.P., a Delaware limited partnership (“Fund II”), and Mill Road Capital II GP LLC, a Delaware limited liability company (“GP II”), on August 29, 2012, as amended by the Amendment No. 2 on Schedule 13D with respect to the Common Stock filed by Messrs. Lynch and Scharfman, Fund II and GP II (collectively, the “Second Reporting Persons”) on September 11, 2013, as amended by the Amendment No. 3 on Schedule 13D with respect to the Common Stock filed by the Second Reporting Persons on September 13, 2013, and as amended by the Amendment No. 4 (“Amendment No. 4”) on Schedule 13D with respect to the Common Stock filed by the Second Reporting Persons on October 3, 2013 (such joint statement, as so amended and as amended herein, the “Schedule 13D”), further amends the Schedule 13D as follows.

Introduction.

This Amendment No. 5 relates to (i) the Agreement and Plan of Merger, dated as of May 1, 2014 (the “Merger Agreement”), by and among MRGB Hold Co., a Delaware corporation (“Parent”), MRVK Merger Co., an Ohio corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Issuer, and (ii) the transactions contemplated by and related to the Merger Agreement, including the merger (the “Merger”) of Merger Sub with and into the Issuer, with the Issuer continuing after the Merger as the surviving corporation. Pursuant to the Merger Agreement, each share of the Common Stock outstanding as of the effective time of the Merger (other than shares owned by the Issuer, Parent or Merger Sub and any shares as to which shareholders of the Issuer have made a proper demand for appraisal pursuant to Ohio law) will be converted into the right to receive $19.00 in cash, without interest.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of such agreement, a copy of which is filed as Exhibit 6 to this Schedule 13D and is incorporated by reference in its entirety into this Introduction.

‘Based on the total of 11,176,091 shares of the Common Stock issued and outstanding as of May 1, 2014, as represented to by the Issuer in the Merger Agreement, the aggregate amount of funds and value of other consideration required by Parent and Merger Sub to consummate the Merger will be the approximately $212.3 million required to acquire all of the outstanding shares of Common Stock in the Merger at the purchase price of $19.00 per share, in addition to other payments, costs and expenses related to the transaction. Parent and Merger Sub expect that the source of these funds and other consideration will be credit facilities with an aggregate principal amount of up to $130 million arranged by GCI Capital Markets LLC, a Delaware limited liability company

(“GC Cap”), with the remainder being funded by (i) the issuance of equity interests in Parent to Fund II and/or affiliates of, or other accredited investors selected by, Fund II in exchange for cash and shares of Common Stock (including the 1,093,189 shares of Common Stock currently held by Fund II), and (ii) the Issuer’s cash and short term marketable securities as of the effective time of the Merger.

The Credit Facilities

In a commitment letter dated as of May 1, 2014 (the “Debt Commitment Letter”) provided by GC Cap to Fund II, GC Cap agreed, subject to certain terms and conditions, to provide directly or indirectly through its affiliates (i) an $85 million senior secured first lien term loan facility, a $15 million senior secured revolving credit facility, and a $30 million senior secured second lien term loan facility (such facilities, together with any syndications, replacements or substitutions permitted pursuant to the Debt Commitment Letter, the “Debt Facilities”) and (ii) to use best efforts to consummate the Debt Facilities as soon as reasonably possible after May 1, 2014. Merger Sub or, after the Merger, the Issuer (together with any subsidiaries of the Issuer designated as a borrower) will be the borrower under the Debt Facilities, which will be used for the purposes of (1) providing funds for the acquisition of the shares of Common Stock in the Merger, (2) repaying certain indebtedness of the Issuer, (3) funding certain fees, costs and expenses associated with the Merger, and (4) providing for working capital of the Issuer. The foregoing description of the Debt Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of such letter, a copy of which is filed as Exhibit 7 to this Schedule 13D and is incorporated by reference in its entirety into this Item 3.

The Equity Commitment Letter

In a commitment letter dated as of May 1, 2014 (the “Equity Commitment Letter”), provided by Fund II to Parent, Fund II agreed, subject to certain terms and conditions, to purchase equity interests of Parent for an aggregate purchase price equal to (i) the aggregate amount of merger consideration payable to holders of Common Stock, and holders of certain equity awards granted by the Issuer under its long-term and equity incentive plans, pursuant to the Merger Agreement, minus (ii) the aggregate amount of the Debt Facilities (or any alternative financing contemplated by the Merger Agreement), minus (iii) the Issuer’s cash and short term marketable securities as of the effective time of the Merger. Fund II may meet this funding obligation, in its discretion, directly or indirectly through its affiliates and/or with other accredited investors selected by Fund II. The foregoing description of the Equity Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of such letter, a copy of which is filed as Exhibit 8 to this Schedule 13D and is incorporated by reference in its entirety into this Item 3.

Common Stock Directly Held by Fund II

The Reporting Persons acquired beneficial ownership of the 1,093,189 shares of Common Stock reported on this Schedule 13D and currently directly held by Fund II for

$17,393,824.02, using working capital from Fund II and the proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by Fund II with a broker on customary terms and conditions.

The Sponsor Guarantee

Concurrently with the execution of the Merger Agreement, and in order to induce the Issuer to enter into the Merger Agreement, Fund II provided the Issuer with a guarantee of Parent’s obligation to pay the equity portion of the financing for the Merger (in the event of the closing of the Merger), certain expenses of the Issuer, and a termination fee of $5 million that is contemplated in the Merger Agreement, in each case if and when such payments are applicable (the “Sponsor Guarantee”). The foregoing description of the Sponsor Guarantee does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Sponsor Guarantee, a copy of which is filed as Exhibit 9 to this Schedule 13D and is incorporated by reference in its entirety into this Item 3.’

‘On May 1, 2014, the Issuer’s board of directors unanimously approved the Merger and the Merger Agreement and directed that the Merger Agreement be submitted to the Issuer’s stockholders for approval.

The Merger Agreement

The following description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of such agreement, a copy of which is filed as Exhibit 6 to this Schedule 13D and is incorporated by reference in its entirety into this Item 4.

The Merger Agreement provides for a business combination whereby Merger Sub will merge with and into the Issuer. As a result of the Merger, the separate corporate existence of Merger Sub will cease and the Issuer will continue as the surviving corporation in the Merger and a wholly-owned subsidiary of Parent. At the effective time of the Merger, each outstanding share of Common Stock (other than shares owned by the Issuer, Parent and Merger Sub and any shares as to which shareholders of the Issuer have made a proper demand for appraisal pursuant to Ohio law) will be converted into the right to receive $19.00 in cash, without interest. Equity awards under Issuer plans will be terminated and settled in accordance with the terms of the applicable plans and award agreements under which the awards were made.

The Issuer has made customary representations and warranties and covenants in the Merger Agreement, including among others, (i) to carry on its business in the ordinary course of business during the period between the date of the Merger Agreement and the effective time of the Merger, (ii) not to engage in certain specified transactions or activities during such period without Parent’s prior consent, (iii) to file a proxy statement,

(iv) unless the Merger Agreement is terminated beforehand, to cause a shareholder meeting to be held regarding the approval and adoption of the Merger Agreement and the Merger, and (v) to provide cooperation and assistance in Parent’s efforts to arrange the financing necessary to consummate the Merger.

Consummation of the Merger is subject to various customary conditions, including (i) the approval by holders of a majority of the outstanding Common Stock, (ii) clearance under the Hart-Scott-Rodino Antitrust Improvements Act, (iii) the absence of any law or order preventing, restraining, enjoining or prohibiting the Merger, (iv) subject to certain materiality exceptions, the accuracy of the representations and warranties made by the Issuer, Parent and Merger Sub, respectively, (v) no material adverse effect on the Issuer shall have occurred since the execution of the Merger Agreement, (vi) compliance by the Issuer, Parent and Merger Sub with their respective obligations under the Merger Agreement in all material respects, and (vii) confirmation that holders of no more than five percent (5%) of the issued and outstanding shares of Common Stock shall have exercised or asserted appraisal rights in connection with the Merger.

The Merger Agreement permits the Issuer to solicit, for a period of 30 days after signing, alternative takeover proposals, subject to the parameters specified in the Merger Agreement. Following the expiration of this period, the Merger Agreement provides that the Issuer is restricted from soliciting proposals from potential acquirers, provided that the Issuer can take certain actions to pursue superior proposals.

The Merger Agreement contains certain termination rights for both the Issuer and Parent and further provides that, upon termination of the Merger Agreement under certain circumstances, the Issuer may be obligated to pay Parent a termination fee of $5 million or Parent may be obligated to pay to the Issuer a termination fee of $5 million. Either party will have a right to terminate the Merger Agreement if the Merger is not closed on or prior to October 1, 2014.

The Voting Agreement

The following description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of such agreement, a copy of which is filed as Exhibit 10 to this Schedule 13D and is incorporated by reference in their entirety into this Item 4.

Concurrently with the execution of the Merger Agreement, and in order to induce the Issuer to enter into the Merger Agreement, Fund II executed a Voting Agreement (the “Voting Agreement”) pursuant to which Fund II agreed to vote the shares of Common Stock beneficially owned by Fund II, or over which Fund II exercises voting power, in favor of the adoption of the Merger Agreement. As described in Item 5 of this Schedule 13D, Fund II currently holds 1,093,189 shares of Common Stock, or approximately 9.8% of the outstanding shares of Common Stock. Pursuant to the Voting Agreement, Fund II also generally agreed to waive its right to exercise or assert appraisal rights in connection with the Merger and to a general prohibition on the transfer of its shares of Common

Stock. The Voting Agreement terminates upon (i) the mutual agreement to effect such termination by Fund II and the Issuer, (ii) the consummation of the Merger, (iii) the termination of the Merger Agreement, or (iv) the occurrence of any event described in Section 8.3(a) of the Merger Agreement.

Rights Plan Amendments

The following description of the Rights Plan Amendments (as defined below) does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of such amendments, copies of which are filed as Exhibits 11 and 12 to this Schedule 13D and are incorporated by reference in their entirety into this Item 4.

On May 1, 2014, the Issuer entered into a Second Amendment (the “Second Amendment”) to the Rights Agreement, dated as of May 1, 2009, between the Issuer and Broadridge Corporate Issuer Solutions, Inc., as successor to The Bank of New York Mellon Corporation, as amended by the First Amendment to Rights Agreement dated August 15, 2011 (such agreement, as so amended, the “Rights Agreement”). The purpose of this Second Amendment was to extend the expiration date of the Rights Agreement to December 31, 2014.

On May 1, 2014, the Issuer entered into a Third Amendment (together with the Second Amendment, the “Rights Plan Amendments”) to the Rights Agreement. The purpose of this Third Amendment was to render the Rights Agreement inapplicable to Fund II, Parent, Merger Sub, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

Other Agreements

Item 3 of this Schedule 13D, which contains descriptions of the Debt Commitment Letter, the Equity Commitment Letter and the Sponsor Guarantee, and the copies of such letters and guarantee filed as Exhibit 7, Exhibit 8 and Exhibit 9, respectively, to this Schedule 13D, are incorporated by reference in their entirety into this Item 4.’

‘(a, b) The percentages of beneficial ownership reported in this Item 5, and on the respective cover pages to the Schedule 13D of each Reporting Person, are based on a total of 11,176,091 shares of the Common Stock issued and outstanding as of May 1, 2014, as represented to by the Issuer in the Merger Agreement. All of the share numbers reported below, and on these cover pages, are as of May 2, 2014. Each of these cover pages is incorporated by reference in its entirety into this Item 5(a, b).

Fund II directly holds, and thus has sole voting and dispositive power over, 1,093,189 shares of Common Stock. GP II, as sole general partner of Fund II, also has

sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares of Common Stock on behalf of Fund II, and each of Messrs. Lynch and Scharfman has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, the shares of Common Stock on behalf of Fund II. Messrs. Goldman and Jacobs do not have beneficial ownership of any shares of Common Stock.

Accordingly, each of the Reporting Persons beneficially owns 1,093,189 shares of Common Stock, or approximately 9.8% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 1,093,189 shares of Common Stock, or approximately 9.8% of the outstanding shares of Common Stock.

(c) Except as described herein, no Reporting Person effected any transaction in shares of the Common Stock from March 3, 2014 (the date 60 days prior to the filing of this amendment to the Schedule 13D) to May 2, 2014.’

‘The Introduction and the responses to Items 2 through 5 of this Schedule 13D, and all Exhibits attached hereto, are incorporated by reference in their entirety into this Item 6.

Except as otherwise described the Introduction, the responses to Items 2 through 5, and the Exhibits filed with this Schedule 13D, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the Reporting Persons, or between any Reporting Person(s) and any third party, with respect to any securities of the Issuer, including, but not limited to, those involving the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.’

‘Exhibit 6 Agreement and Plan of Merger, dated as of May 1, 2014, by and among R.G. Barry Corporation, MRGB Merger Co. and MRVK Hold Co. (incorporated by reference to Exhibit 2.1 to the current report filed by the Issuer (Commission File Number: 001-08769) on May 2, 2014)

Exhibit 7 Project Blue Commitment Letter dated as of May 1, 2014 by and between GCI Capital Markets LLC and Mill Road Capital II, L.P.

Exhibit 8 Commitment Letter for Acquisition of R.G. Barry Corporation dated as of May 1, 2014 by and between Mill Road Capital II, L.P. and MRGB Hold Co.

Exhibit 9 Sponsor Guarantee, dated as of May 1, 2014, by Mill Road Capital II, L.P. in favor of R.G. Barry Corporation (incorporated by reference to Exhibit 10.1 to the current report filed by the Issuer (Commission File Number: 001-08769) on May 2, 2014)

Exhibit 10 Voting Agreement, dated as of May 1, 2014, entered into between Mill Road Capital, L.P. and R.G. Barry Corporation (incorporated by reference to Exhibit 10.2 to the current report filed by the Issuer (Commission File Number: 001-08769) on May 2, 2014)

Exhibit 11 Second Amendment to the Rights Agreement, dated as of May 1, 2014, by and between R.G. Barry Corporation and Broadridge Corporate Issuer Solutions, Inc. (incorporated by reference to Exhibit 4.1 to the current report filed by the Issuer (Commission File Number: 001-08769) on May 2, 2014)

Exhibit 12 Third Amendment to the Rights Agreement, dated as of May 1, 2014, by and between R.G. Barry Corporation and Broadridge Corporate Issuer Solutions, Inc. (incorporated by reference to Exhibit 4.2 to the current report filed by the Issuer (Commission File Number: 001-08769) on May 2, 2014)’

[signature page follows]

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exhibit 7

CONFIDENTIAL

May 1, 2014

Mill Road Capital II, L.P.

382 Greenwich Avenue

Suite One

Greenwich, CT 06830

Gentlemen:

We are pleased to advise you that GCI Capital Markets LLC (directly or through its affiliates) (“Golub”) commits to provide (a) a $85 million senior secured first lien term loan facility (the “First Lien Term Loan”), (b) a $30 million senior secured second lien term loan facility (the “Second Lien Facility”) and (c) a $15 million senior secured revolving credit facility (the “Cash Flow Revolving Facility”; together with the First Lien Term Loan, the “First Lien Credit Facility”) (the First Lien Credit Facility together with the Second Lien Facility, the “Facilities”) to support Mill Road Capital II, L.P. (the “Sponsor”) in the proposed acquisition (the “Acquisition”) of R.G. Barry Corporation, an Ohio corporation (“Project Blue”). The terms and conditions of Golub’s commitment are outlined in, and subject to, this letter and each Summary of Terms and Conditions attached hereto (each a “Term Sheet” and collectively the “Term Sheets”) as Annex 1 (this letter and the Term Sheets, collectively, the “Commitment Letter”) and the separate fee letter between you and us dated as of the date hereof (the “Fee Letter”). All terms used but not defined herein shall have the respective meanings given to them in the attached Summaries of Terms and Conditions. We understand that proceeds from the Facilities will be used to: (a) provide funds for the Acquisition, (b) repay certain indebtedness of Project Blue, if any, (c) provide for working capital and for other general corporate purposes of Project Blue, and (d) fund certain fees, costs and expenses associated with the Acquisition.

We understand that flexibility, reliability and decisiveness are critical factors for you when selecting financing partners. These core values are the hallmarks of Golub’s approach to each transaction. Our team of experienced professionals seeks to combine Golub’s broad product offering with a streamlined approval process and superior execution capabilities to ensure the success of each of our clients’ investments. Because of our strong track record with your firm,

we recognize the importance you place on strong financing partners. Should you or any of your representatives have any questions regarding this Commitment Letter or our investment capabilities, please feel free to contact me directly at (212) 660-7270. We look forward to working with you.

Please indicate your acceptance of this Commitment Letter by executing your signature where indicated below, and returning a copy to Golub. This Commitment Letter will not be effective unless it and the Fee Letter have been executed and returned to Golub by 5:00 p.m. (New York time) on May 5, 2014. Additionally, this Commitment Letter will expire if the funding of the initial loans under the Facilities (excluding the Cash Flow Revolving Facility to the extent replaced and superseded by the ABL Revolving Facility) has not occurred on or prior to October 1, 2014. Golub reserves the right to withdraw this Commitment Letter, either orally or in writing, prior to the full execution and delivery of this Commitment Letter. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. Signatures by facsimile or e-mail shall bind the parties hereto. Once executed, neither this Commitment Letter nor the Fee Letter may be amended or modified other than pursuant to a written agreement signed by each of the parties hereto.

Sponsor and Golub agree to use their best efforts to consummate the Facilities as soon as reasonably possible following the acceptance of this Commitment Letter. The commitments of Golub under this Commitment Letter, the funding of the Facilities and Golub’s agreement to perform the services described in this Commitment Letter and the Fee Letter are subject only to the satisfaction of the following conditions: (a) the execution and delivery by Holdings, the Borrower (and Guarantors, as applicable) to Agent of definitive documentation with respect to the Facilities, as provided in the “Other Conditions” sections of the Term Sheets (as applicable) (collectively, the “Facilities Documentation”), which, for purposes of clarity, shall be consistent with the Term Sheets (as applicable) and the Documentation Principles (as defined in the Term Sheets) and shall be subject to the Certain Funds Provision (as defined in the Term Sheets) and (b) the conditions set forth in the “Other Conditions” section of Term Sheets, as applicable. Golub will cooperate with Sponsor as reasonably requested in coordinating the timing and procedures for the funding of the Facilities in a manner consistent with the Purchase Agreement, this Commitment Letter and the Term Sheets.

For purposes of this Commitment Letter and the Fee Letter, “closing date” shall mean, as the context requires, the date of initial availability of the loans under the Facilities in accordance with this Commitment Letter and the consummation of the Acquisition pursuant to and in accordance with the Purchase Agreement (as it may be amended or otherwise modified in compliance with the relevant condition in the “Other Terms” section of each Term Sheet).

This Commitment Letter constitutes a legally binding agreement by Sponsor to work exclusively with Golub in its capacity as Agent for the Facilities, unless this Commitment Letter is withdrawn by Golub or otherwise expires or fails to become effective as provided in the third paragraph hereof; provided, however, that notwithstanding anything set forth herein to the contrary, Sponsor shall be permitted to work with certain other lenders with respect to obtaining an asset-based revolving facility in an aggregate amount not to exceed $40,000,000 in substitution for or replacement of the Cash Flow Revolving Facility from one or more lenders on

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terms consistent with the Term Sheets, including, but not limited to, the Intercreditor Provisions (as defined in the Term Sheets) and a condition that borrowings under such revolving facility on the closing date of such revolving facility shall not exceed an amount equal to (a) the aggregate outstanding principal amount under the Cash Flow Revolving Facility, together with all accrued and unpaid interest, any and all fees and other amounts attributable thereto plus (b) fees, costs and expenses required to be paid in connection with the closing of such revolving facility, and otherwise on terms and conditions reasonably satisfactory to Golub (such revolving facility, the “ABL Revolving Facility”).

Sponsor represents and warrants (to Sponsor’s knowledge solely with respect to Project Blue and its affiliates prior to the closing date) that (it being understood that the accuracy of such representation and warranty shall not be a condition to Golub’s commitment hereunder or the initial funding of the Facilities on the closing date): (a) all written information other than any projections or information of a forward looking or general economic or industry-specific nature (as so limited, the “Information”) that has been or will be made available to Golub by or on behalf of Project Blue, the Sponsor or any representatives or affiliates of Project Blue or the Sponsor, taken as a whole, was or will be, when made available to Golub, complete and correct in all material respects and did not, or will not, when made available to Golub contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto), and (b) all projections and other forward looking information (collectively, “Projections”) that have been or will be made available to Golub by or on behalf of Sponsor, Project Blue or any representatives or affiliates of Sponsor or Project Blue have been prepared in good faith based upon assumptions that the preparer believed were reasonable at the time made and at the time the related Projections are made available to Golub (it being understood that the Projections are subject to significant uncertainties and contingencies, that no assurance can be given that the Projections will be realized, that actual results may differ and that such differences may be material). Sponsor agrees that if at any time prior to the later of (i) the closing date or (ii) the Syndication Outside Date (as defined in the Fee Letter) any of the representations or warranties in clause (a) or (b) would be incorrect in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then Sponsor will promptly deliver (or, solely with respect to Project Blue prior to the closing date, shall use commercially reasonable efforts to cause Project Blue to deliver) to Golub written supplements to the Information and Projections previously delivered to Golub prior to closing so that (solely with respect to Project Blue and its affiliates prior to the closing date, to Sponsor’s knowledge) such representations will be correct in all material respects under those circumstances, it being understood that such supplementation provided prior to the closing date shall cure any prior breach of the representations and warranties set forth in this paragraph with respect to the Information and/or Projections in respect of which such supplement was delivered. If a Successful Syndication (as defined in the Fee Letter) shall have occurred prior to the closing date, the obligations of Sponsor under this paragraph shall automatically terminate and be superseded by the definitive Facilities Documentation, and Sponsor shall be released from all liability with respect to such obligations upon the closing date. The obligations of Sponsor under this paragraph shall automatically terminate on the Syndication Outside Date if it occurs after the closing date.

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Sponsor and Golub agree, as applicable, that (a) neither Golub nor any Indemnitee nor Sponsor nor any subsidiaries or affiliates of any of the foregoing shall be liable on any theory of liability for special, indirect, consequential or punitive damages, arising out of, in connection with, or as a result of, this Commitment Letter, the Facilities or any of the transactions contemplated hereby, (b) this Commitment Letter and the Fee Letter supersede and/or replace all previous discussions, communications and proposals relating in any way to the Facilities (including, without limitation, that certain expense reimbursement letter between us dated April 3, 2014), (c) no person or entity other than Sponsor, Holdings, Merger Sub (as defined in the Term Sheets) and Golub may rely on this Commitment Letter and there are no intended or implied third party beneficiaries (other than the Indemnitees for the purposes of the immediately following paragraph) of this Commitment Letter, (d) Sponsor has not engaged, in connection with the Acquisition or the proposed Facilities, in conduct constituting fraud or willful misconduct and (e) the contents of this Commitment Letter and the Fee Letter are confidential, and shall not be disclosed without Golub’s prior written consent, except: (i) to Sponsor’s, Holdings’ and Merger Sub’s respective equity owners, investors and potential investors, directors, management, employees, controlled investment affiliates, agents and professional advisors, (ii) to Project Blue and its subsidiaries and their respective equity owners, directors, management and employees and their professional advisors on a need-to-know basis (provided that, in the case of any such disclosure of the Fee Letter, any fee amounts, flex terms and other economic terms therein have been redacted in a manner to be reasonably agreed upon by Sponsor and Agent), (iii) to regulatory bodies on a need-to-know basis, (iv) as required by law, (v) without limiting Golub’s right and authority to control all aspects of the syndication of the Facilities as set forth in the Fee Letter, the Commitment Letter (but not the Fee Letter) may be disclosed to prospective lenders or participants in connection with the marketing and syndication of the Facilities and (vi) the Commitment Letter (but not the Fee Letter) may be disclosed to the actual and prospective agent and lenders under any ABL Revolving Facility and their respective management, employees and professional advisors. All persons who are informed of the contents of this Commitment Letter must also be informed that such contents are confidential and cannot be disclosed without Golub’s prior written consent, except as required by law. Sponsor consents to the publication by Agent or any Lender of any press releases, tombstones, advertising or other promotional materials (whether by means of electronic transmission, posting to a website or other internet application, print media or otherwise) relating to the Facilities using Sponsor’s name, product photographs, logo, trademark or related information, subject to their prior approval that shall not be unreasonably delayed or withheld. Sponsor agrees to use commercially reasonable efforts to obtain Project Blue’s consent to the publication by Agent or any Lender of any press releases, tombstones, advertising or other promotional materials (whether by means of electronic transmission, posting to a website or other internet application, print media or otherwise) relating to the Facilities using Project Blue’s name, product photographs, logo, trademark or related information, subject to their prior approval that shall not be unreasonably delayed or withheld. This paragraph shall survive expiration and/or termination of this Commitment Letter and the Fee Letter.

Golub shall, until the earlier of (i) two (2) years from the date hereof or (ii) the initial funding of the Facilities, treat confidentially in accordance with its customary procedures for handling confidential information, all non-public information received by it from you or your affiliates and representatives or Project Blue or its affiliates or representatives in connection with the Acquisition and the financing transactions contemplated hereby; provided, however, upon the

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execution and delivery of the Facilities Documentation, the provisions of the Facilities Documentation shall govern the confidentiality matters described in this paragraph. Nothing herein shall prevent Golub from disclosing any such information (i) with your consent, (ii) to any lenders or participants or prospective lenders or participants in connection with the marketing and syndication of the Facilities (provided that such persons are advised of the confidentiality of such information and are bound by customary confidentiality obligations), (iii) as required by the order of any court or administrative agency or in any legal, judicial or administrative proceeding where, in their reasonable judgment, disclosure is required by law or regulations (in which case such person shall promptly notify you of such disclosure to the extent permitted by law), (iv) as otherwise required by any applicable law, rule, regulation (including, without limitation, in connection with filings, submissions and any other similar documentation required or customary to comply with Securities and Exchange Commission filing requirements) or compulsory legal process, (v) upon the request or demand of any regulatory authority having jurisdiction over Golub, or its affiliates or managed funds, (vi) in connection with the proposed transactions and on a confidential basis to the shareholders, employees, directors, officers, legal counsel, lenders, investors, independent auditors, professionals, advisors and other experts or agents of Golub or its affiliates or managed funds who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential, (vii) to any of Golub’s affiliates and managed funds (provided, that any such affiliate or managed fund, as applicable, is advised of its obligation to retain such information as confidential), (viii) to industry trade organizations information with respect to the Facilities that is customary for inclusion in league table measurements, (ix) to the extent any such information (w) becomes publicly available other than by reason of a breach of the confidentiality obligations set forth in this paragraph, (x) becomes available to Golub or any of its affiliates on a non-confidential basis from a source other than you or on your behalf and, to Golub’s knowledge, not in violation of any confidentiality agreement or obligation owed to you, (y) was available to Golub or any of its affiliates on a non-confidential basis prior to its disclosure to Golub by you or (z) was independently developed by Golub without reliance on confidential information, (x) to rating agencies, (xi) for purposes of establishing any defense available under securities laws, including, without limitation, establishing a “due diligence” defense or (xii) in protecting and enforcing Golub’s rights with respect to this Commitment Letter.

Sponsor agrees to pay (a) all reasonable, out of pocket costs and expenses of Golub (including in its capacity as Agent) in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated by or in connection with this Commitment Letter and the Fee Letter and the Facilities (whether or not the Acquisition is consummated or the Facilities close), including without limitation the reasonable fees, costs and expenses of one primary legal counsel to Golub and, to the extent reasonably deemed necessary by Golub, one local counsel in each relevant jurisdiction (including, but not limited to, Ohio) and regulatory counsel, for Golub, together with the reasonable fees, costs and expenses independent appraisers, consultants, auditors and other advisors and professionals retained by Golub, and (b) without limitation of the preceding clause (a), all costs and expenses in connection with the creation and perfection of the liens to be provided as security for the Facilities, including title investigations, lien searches and the like. In addition, Sponsor hereby agrees to indemnify, pay and hold harmless each of Golub (individually, and as Agent) and the Lenders and their respective affiliates and each of their respective officers, directors, employees, attorneys, agents and representatives (collectively, the “Indemnitees”) from and against any and

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all suits, actions, proceedings, claims, damages, losses, liabilities and reasonable expenses (including reasonable attorneys’ fees and disbursements of one primary legal counsel for all Indemnitees, as selected by Golub, and, to the extent reasonably deemed necessary by Golub, one local counsel for all Indemnitees, as selected by Golub, in each relevant jurisdiction (including, but not limited to, Ohio) and regulatory counsel for all Indemnitees, as selected by Golub, and other costs of investigation or defense, including those incurred upon any appeal) which may be instituted or asserted against or incurred by any such Indemnitee as the result of credit having been extended, suspended or terminated in connection with this Commitment Letter and the Fee Letter and the administration of such credit, and in connection with or arising out of the transactions contemplated in this Commitment Letter and the Fee Letter and any actions or failures to act in connection therewith, including any and all environmental liabilities and legal costs and reasonable expenses arising out of or incurred in connection with disputes between or among any parties involved in the Facilities (collectively, “Indemnified Liabilities”); provided, that Sponsor shall not be liable for any indemnification to an Indemnitee (i) to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results directly from that Indemnitee’s gross negligence, willful misconduct or bad faith or from the material breach by any Indemnitee of its obligations under this Commitment Letter, the Fee Letter or any of the applicable Facilities Documentation, as finally determined by a court of competent jurisdiction or (ii) to the extent arising from any dispute solely among Indemnitees (other than in respect of any claims arising out of any act or omission on the part of Sponsor, the Borrower or any of their respective affiliates). Sponsor’s obligations under this paragraph shall survive expiration and/or termination of this Commitment Letter and the Fee Letter; provided, however, if the Facilities are closed and the initial loans thereunder are funded, the obligations of Sponsor under this paragraph shall automatically be deemed to have been assumed by Holdings and Borrower, and the Sponsor shall automatically be released from those obligations.

IF THIS COMMITMENT LETTER, THE FEE LETTER OR ANY ACT, OMISSION OR EVENT HEREUNDER OR THEREUNDER BECOMES THE SUBJECT OF A DISPUTE, EACH OF SPONSOR AND GOLUB HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THIS COMMITMENT LETTER AND THE FEE LETTER AND ALL MATTERS AND CLAIMS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES WHICH WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE; PROVIDED THAT IT IS UNDERSTOOD AND AGREED THAT (A) THE INTERPRETATION OF THE DEFINITION OF “MATERIAL ADVERSE EFFECT” (AS DEFINED IN THE PURCHASE AGREEMENT) (AND WHETHER OR NOT A MATERIAL ADVERSE EFFECT AS SO DEFINED HAS OCCURRED), (B) THE DETERMINATION OF THE ACCURACY OF ANY REPRESENTATION OR WARRANTY SET FORTH IN THE PURCHASE AGREEMENT AND WHETHER AS A RESULT OF ANY INACCURACY THEREOF YOU OR YOUR AFFILIATES HAVE THE RIGHT TO TERMINATE YOUR OBLIGATIONS, OR TO REFUSE TO CONSUMMATE THE ACQUISITION, UNDER THE PURCHASE AGREEMENT AND (C) THE DETERMINATION OF WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF

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THE PURCHASE AGREEMENT, IN EACH CASE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OHIO, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. SPONSOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK, BOROUGH OF MANHATTAN, STATE OF NEW YORK AND IRREVOCABLY AGREES THAT, SUBJECT TO GOLUB’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER OR THE FEE LETTER SHALL BE LITIGATED IN SUCH COURTS. SPONSOR EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS.

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This Commitment Letter is executed and delivered by the parties as of the date first written above.

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PROJECT BLUE

$100,000,000 FIRST LIEN CREDIT FACILITY

SUMMARY OF TERMS AND CONDITIONS

MAY 1, 2014

Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Commitment Letter dated May 1, 2014 to which this Summary of Terms and Conditions is attached (or if not defined therein, as defined in the other Annexes and Exhibits attached to such Commitment Letter)

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PROJECT BLUE

$30,000,000 SECOND LIEN CREDIT FACILITY

SUMMARY OF TERMS AND CONDITIONS

MAY 1, 2014

Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Commitment Letter dated May 1, 2014 to which this Summary of Terms and Conditions is attached (or if not defined therein, as defined in the other Annexes and Exhibits attached to such Commitment Letter)

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Exhibit 8

May 1, 2014

MRGB Hold Co.

c/o Mill Road Capital Management LLC

382 Greenwich Avenue, Suite One

Greenwich, CT 06830

Attn: Mr. Scharfman

Dear Sir:

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among MRGB Hold Co., a Delaware corporation (“Parent”), MRVK Merger Co., an Ohio corporation (“Merger Sub”), and R.G. Barry Corporation, an Ohio corporation (the “Company”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”). This commitment letter is being delivered to Parent to induce the Company to enter into the Merger Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.

1. Commitment. Mill Road Capital II, L.P. (“Sponsor”) hereby commits, subject to the terms and conditions set forth herein, that, simultaneous with the Closing, it shall purchase, or shall cause the purchase of, equity interests of Parent for an aggregate amount equal to the total amount resulting from (i) the aggregate amount of the Payment Fund, plus (ii) the aggregate amount of the payment obligations of the Surviving Corporation under Section 2.3 of the Merger Agreement, minus (iii) the aggregate amount of the Debt Financing (or any Alternative Financing) contemplated by the Debt Commitment Letter, and minus (iv) the Company’s cash and short term marketable securities as of the Effective Time (the “Commitment”), solely for the purpose of funding, and to the extent necessary to fund, a portion of the aggregate Merger Consideration pursuant to and in accordance with the Merger Agreement, together with related expenses; provided, that Sponsor shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of, or otherwise provide funds to Parent or Merger Sub in any amount in excess of the Commitment. Sponsor may meet its obligation to fund the Commitment directly or indirectly through one or more of Sponsor’s Affiliates, or together with certain other Persons that are “accredited investors” (as such term is defined under Rule 501 of Regulation D, as promulgated by the Securities Act), as selected by Sponsor, in its sole discretion. The amount of the Commitment to be funded under this commitment letter simultaneous with the Closing may be reduced in an amount specified by Parent but only to the extent that Parent has consummated the transactions contemplated by the Merger Agreement with Sponsor contributing, or causing to be contributed in accordance with this Section 1, less than the full amount of the Commitment.

382 Greenwich Avenue, Suite One, Greenwich, CT 06830 (203) 987-3500

MRGB Hold Co.

May 1, 2014

Page 2

2. Use of Proceeds. The proceeds of the Commitment financing will be used by Parent to provide a portion of the funds needed to consummate the Merger and to pay transaction expenses in connection with the Merger (including reimbursement of Sponsor for all such expenses incurred by Sponsor). If and to the extent that all such funding and expense commitments are satisfied, any remaining proceeds may be used for general working capital.

3. Conditions. The Commitment shall be subject to (a) the execution and delivery of the Merger Agreement by the Company, (b) the satisfaction or waiver at the Closing of each of the conditions to Parent’s and Merger Sub’s obligations to consummate the transactions contemplated by the Merger Agreement, (c) the substantially concurrent funding of the financing transactions contemplated under the Debt Commitment Letter (or any Alternative Financing contemplated pursuant to Section 6.14 of the Merger Agreement) and (d) the contemporaneous consummation of the Closing.

4. Sponsor Guarantee. Concurrently with the execution and delivery of this commitment letter, Sponsor is executing and delivering to the Company the Sponsor Guarantee. The Company’s remedies against Sponsor under the Sponsor Guaranty shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and its Affiliates against (a) Sponsor, Parent or Merger Sub and (b) any former, current or future equity holder, controlling person, director, officer, employee, agent, affiliate, member, manager, general or limited partner, or assignee of Sponsor, Parent or Merger Sub or any former, current or future equity holder, controlling person, director, officer, employee, agent, affiliate, member, manager, general or limited partner, or assignee of any of the foregoing (other than the Parent or Merger Sub to the extent provided in the Merger Agreement) (those persons and entities described in clause (b), each being referred to as a “Non-Recourse Party”), in respect of any liabilities or obligations arising under, or in connection with, this commitment letter or the Merger Agreement or the transactions contemplated thereby, including in the event that Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not such breach is caused by Sponsor’s breach of its obligations under this commitment letter.

5. Enforceability. This commitment letter may only be enforced by Sponsor and Parent at the direction of Sponsor. Parent’s creditors shall have no right to enforce this commitment letter or to cause Parent to enforce this commitment letter. This commitment letter may not be specifically enforced.

6. Termination. The obligation of Sponsor to fund the Commitment will terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing, at which time the Sponsor’s obligation hereunder will be fulfilled, and (c) the Company or any of its Affiliates, directly or

MRGB Hold Co.

May 1, 2014

Page 3

indirectly, asserting a claim against Sponsor, Parent or Merger Sub or any of the Non-Recourse Parties under the Sponsor Guarantee or in connection with the Merger Agreement or any of the transactions contemplated thereby.

7. No Modification; Entire Agreement. This commitment letter may not be amended, modified or supplemented except by an agreement in writing signed by Parent and Sponsor. This commitment letter, together with the Sponsor Guarantee, constitutes the sole and entire agreement of Sponsor or any of its Affiliates, on the one hand, and Parent or any of its affiliates, on the other, with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this commitment letter and the body of the Sponsor Guarantee, the statements in the body of the Sponsor Guarantee shall control as between Sponsor and the Company, but the statements in this commitment letter shall otherwise control as between Sponsor and Parent or Merger Sub.

8. Parties in Interest; Third Party Beneficiaries. This commitment letter is for the sole benefit of and shall be binding upon Parent and Sponsor and their respective successors and permitted assigns. Nothing in this commitment letter, express or implied, is intended to or shall confer upon any person other than Parent and Sponsor any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this commitment letter, including, without limitation, the Company.

9. Governing Law; Submission to Jurisdiction; Venue. This commitment letter shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Delaware.

Any legal suit, action or proceeding arising out of, based upon or relating to this commitment letter or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by certified mail in accordance with Section 7 of the Sponsor Guarantee, with respect to Sponsor, and Section 9.4 of the Merger Agreement, with respect to Parent or to Parent’s address set forth on the first page of this commitment letter (or to such other address that may be designated by the receiving party from time to time in accordance with this section) shall be effective service of process for any suit, action or other proceeding brought in any such court.

The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

MRGB Hold Co.

May 1, 2014

Page 4

10. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY.

11. No Assignment. The commitment evidenced by this commitment letter shall not be assignable by Parent without Sponsor’s prior written consent, and the granting of such consent in a given instance shall be solely in the discretion of Sponsor and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment. Except as expressly permitted in Section 1 hereof, no transfer of any rights or obligations hereunder by Sponsor shall be permitted without the consent of Parent. Any purported assignment of this commitment in contravention of this Section 11 shall be void.

12. Counterparts. This commitment letter may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this commitment letter delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this commitment letter.

13. Confidentiality. This commitment letter shall be treated as confidential and is being provided to Parent solely in connection with the Merger. This commitment letter may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of Sponsor and Parent. The foregoing notwithstanding, this commitment letter shall be provided to the Company and the Company and the undersigned may disclose the existence of this commitment letter to (a) its affiliates and representatives and (b) to the extent required by law, the applicable rules of any national securities exchange or in connection with any securities regulatory agency filings relating to the Merger.

14. No Recourse. Notwithstanding anything that may be expressed or implied in this commitment letter or any document or instrument delivered in connection herewith, and notwithstanding the fact that Sponsor may be a partnership, by its acceptance of the benefits of this commitment letter, Parent acknowledges and agrees that no person other than Sponsor and Parent has any obligations hereunder and that no recourse shall be had hereunder or under any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, any Non-Recourse Party through Parent, Merger Sub or otherwise, whether by or

MRGB Hold Co.

May 1, 2014

Page 5

through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise. Recourse against Sponsor pursuant to this commitment letter shall be the sole and exclusive remedy of Parent and all of its affiliates against Sponsor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby.

[SIGNATURE PAGE FOLLOWS]

[Signature Page to Equity Commitment Letter]