UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 29, 2012
Date of Report (Date of earliest event reported)
SUMMER INFANT, INC.
(Exact Name of Registrant as Specified in Charter)
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DELAWARE |
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001-33346 |
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20-1994619 |
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(State or Other |
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(Commission File Number) |
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(IRS Employer |
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Jurisdiction of Incorporation) |
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Identification No.) |
1275 PARK EAST DRIVE
WOONSOCKET, RHODE ISLAND 02895
(Address of Principal Executive Offices) (Zip Code)
(401) 671-6550
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2012, the Board of Directors (the “Board”) of Summer Infant, Inc. (the “Company”) elected Carol Bramson to fill an existing vacancy on the Board, effective July 1, 2012. The Board has not yet determined on which Board committees, if any, Ms. Bramson will serve.
As an independent director, Ms. Bramson will be compensated for her service as provided under the Board’s existing director compensation program, including an annual cash retainer fee of $50,000 (prorated for 2012), per meeting cash fees, and an annual stock award equal in value to $30,000, granted on the date of the Company’s annual stockholder meeting. She will also be entitled to reimbursement for travel and out-of-pocket expenses in connection with attendance at Board and Board committee meetings. In addition, Ms. Bramson received a restricted stock grant equal in value to $30,000 on July 1, the date of her election, or 9,146 shares, that vests in equal annual installments over a four-year period beginning on the first anniversary of the date of grant.
Ms. Bramson was not selected as a director pursuant to any arrangements or understandings with the Company or with any other person, and there are no related party transactions between Ms. Bramson and the Company that would require disclosure under Item 404(a) of Regulation S-K. On July 3, 2012, we issued a press release announcing Ms. Bramson’s election, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press release dated July 3, 2012. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SUMMER INFANT, INC. | |
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Date: July 3, 2012 |
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By: |
/s/ Edmund Schwartz |
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Edmund Schwartz |
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Chief Financial Officer |
Exhibit 99.1
Carol Bramson joins Summer Infant Board of Directors
WOONSOCKET, RI — July 3, 2012 - Summer Infant, Inc. (NASDAQ: SUMR), a leading developer and distributor of juvenile health, safety and wellness products, today announced that Carol Bramson has been elected as a director of the Company’s Board of Directors to fill an existing vacancy, effective July 1, 2012.
“Carol brings a unique skill set and we look forward to benefiting from her experience,” said Jason Macari, Chairman of the Board of Directors and CEO. “Carol has developed an in-depth understanding and experience in all phases of the company building process, and her insight and perspective, as well as that of our other distinguished board members, will be invaluable as we work to achieve our strategic vision in an increasingly competitive environment.”
Ms. Bramson is Managing Director of 212 Equity Management, LLC, a private investment firm that she founded in 2010. She brings to the Board of Directors over 20 years of experience working with early stage and middle market companies in a variety of industries. Her private equity experience began in 1988 with Essex Venture Partners (now Essex Woodlands Health Ventures), a venture capital firm founded in Chicago, IL, with a focus on early stage investments in the health care industry, and eventually joined Banc One Equity Capital (formerly First Chicago Equity Capital) in 1992, where she became a Partner with responsibility for all phases of the investment process. In addition to direct equity investments, Carol has provided on-going industry, financial, and strategic advisory services to several leading organizations in the specialty chemicals and personal care ingredients arenas. Ms. Bramson holds a B.S. in Finance (with honors) from DePaul University and an MBA from The University of Chicago.
About Summer Infant, Inc.
Based in Woonsocket, Rhode Island, the Company is a designer, marketer and distributor of branded durable juvenile health, safety and wellness products (for ages 0-3 years), which are sold principally to large U.S. retailers. The Company currently sells proprietary products in a number of different categories, including nursery audio/video monitors, safety gates, durable bath products, bed rails, nursery products, booster and potty seats, swaddling blankets, bouncers, travel accessories, highchairs, swings, nursery furniture, infant feeding products, and car seats.