8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 1, 2006

KBL HEALTHCARE ACQUISITION CORP. II

(Exact Name of Registrant as Specified in Charter)

Delaware	000-51228	20-1994619
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

757 Third Avenue, 21st Floor, New York, New York	10017
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 319-5555

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

KBL HEALTHCARE ACQUISITION CORP. II (“KBL”) IS HOLDING PRESENTATIONS FOR CERTAIN OF ITS STOCKHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING KBL’S SECURITIES, REGARDING ITS ACQUISITION OF SUMMER INFANT, INC. AND AFFILIATED COMPANIES (“SUMMER”), AS DESCRIBED IN THE SEPTEMBER 5, 2006 8-K FILING AS AMENDED BY 8-K AMENDMENT NO. 1 FILED SEPTEMBER 19, 2006, 8-K AMENDMENT NO. 2 FILED OCTOBER 23, 2006, 8-K AMENDMENT NO. 3 FILED OCTOBER 26, 2006 AND 8-K AMENDMENT NO. 4 FILED HEREBY. SUCH CURRENT REPORT AND AMENDMENTS, INCLUDING SOME OR ALL OF THE EXHIBITS THERETO AND HERETO, ARE BEING DISTRIBUTED TO ATTENDEES OF THESE PRESENTATIONS.

EARLYBIRDCAPITAL, INC. (‘EBC”), THE MANAGING UNDERWRITER OF KBL’S INITIAL PUBLIC OFFERING (“IPO”) CONSUMMATED IN APRIL 2005, IS ASSISTING KBL IN THESE EFFORTS WITHOUT CHARGE, OTHER THAN THE REIMBURSEMENT OF ITS OUT-OF-POCKET EXPENSES, ALTHOUGH EBC WILL BE PAID A CASH FEE AT THE CLOSING OF THE ACQUISITION EQUAL TO ONE PERCENT (1%) OF THE CONSIDERATION PAID IN THE ACQUISITION. KBL AND ITS DIRECTORS AND EXECUTIVE OFFICERS AND EBC MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF KBL STOCKHOLDERS TO BE HELD TO APPROVE THE ACQUISITION.

STOCKHOLDERS OF KBL AND OTHER INTERESTED PERSONS ARE ADVISED TO READ KBL’S PRELIMINARY PROXY STATEMENT FILED WITH THE SEC ON OCTOBER 23, 2006 AND, WHEN AVAILABLE, DEFINITIVE PROXY STATEMENT IN CONNECTION WITH KBL’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING BECAUSE THESE PROXY STATEMENTS WILL CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ KBL’S FINAL PROSPECTUS, DATED APRIL 21, 2005, FOR A DESCRIPTION OF THE SECURITY HOLDERS OF KBL’S OFFICERS AND DIRECTORS AND OF EBC AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THIS BUSINESS COMBINATION. THE DEFINITIVE PROXY STATEMENT WILL BE MAILED TO STOCKHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE ACQUISITION. STOCKHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: KBL HEALTHCARE ACQUISITION CORP. II, 757 THIRD AVENUE, NEW YORK, NEW YORK 10017. THE PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT, ONCE AVAILABLE, AND THE FINAL PROSPECTUS CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SEC’S INTERNET SITE (HTTP://WWW.SEC.GOV).

SUMMER’S FINANCIAL INFORMATION CONTAINED HEREIN IS UNAUDITED AND PREPARED BY SUMMER AS A PRIVATE COMPANY, IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, AND MAY NOT CONFORM TO SEC REGULATION S-X. ACCORDINGLY, SUCH HISTORICAL INFORMATION MAY BE ADJUSTED AND PRESENTED DIFFERENTLY IN KBL’S PROXY STATEMENT TO SOLICIT STOCKHOLDER APPROVAL OF THE ACQUISITION.

Item 1.01 Entry into a Material Definitive Agreement.

Attached as Exhibit 99.3 to this report is the form of revised slide show presentation that will be used in presentations to be held by KBL for certain of its stockholders and other persons interested in KBL’s securities. The attached Exhibit 99.3 updates in its entirety Exhibit 99.3 as filed under the prior amendment to KBL’s Current Report on Form 8-K, filed October 26, 2006.

2

Item 8.01 Other Events

On November 16, 2006, KBL and Summer announced Summer’s financial results for the fiscal quarter ended September 30, 2006 and provided guidance for Summer’s full fiscal 2006 and 2007. A copy of the press release for such announcement is attached to this Report as Exhibit 99.1.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits:

Exhibit	Description
99.1	Press release of KBL, dated November 16, 2006 (including unaudited financial information regarding Summer Infant, Inc. and its affiliated companies).
99.3	Investor Presentation.

3

SIGNATURE

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.

Dated: November 16, 2006	KBL HEALTHCARE ACQUISITION CORP. II
	By:	/s/ Michael Kaswan
	Name:	Michael Kaswan
	Title:	Chief Operating Officer

4

EX-99.1

Exhibit 99.1

For Immediate Release

KBL HEALTHCARE ACQUISITION CORP. II AND SUMMER INFANT, INC.

ANNOUNCE SUMMER INFANT’S THIRD QUARTER 2006 RESULTS AND

ISSUE FULL YEAR 2006 AND 2007 GUIDANCE

• Net revenues for the third quarter of 2006 increased 44% year over year

• EBITDA for the third quarter of 2006 increased 162% year over year

New York, NY and North Smithfield, RI, November 16, 2006 – Summer Infant, Inc., a leading designer, marketer and distributor of branded durable juvenile health, safety and wellness products, today announced financial results for the third quarter ended September 30, 2006.

On September 5, 2006, Summer Infant, Inc. announced that it had signed a definitive agreement to be acquired by publicly traded KBL Healthcare Acquisition Corp. II (OTCBB: KBLH, KBLHU, KBLHW). Upon consummation of the acquisition, Jason Macari, Summer Infant’s Chief Executive Officer, will become Chief Executive Officer of KBL and Dr. Marlene Krauss will become Chairman of the Board of KBL. It is intended that, upon consummation of the acquisition, KBL will change its name to “Summer Infant, Inc.”

Summer Infant’s net revenues for the third quarter were $13.680 million, an increase of 44% as compared to $9.485 million for the third quarter of 2005. Earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the third quarter 2006 was approximately $1.307 million, or 9.6% of net revenues, an increase of 162% from approximately $0.499 million, or 5.3% of net revenues, for the third quarter of 2005. Net income for the third quarter of 2006 was $0.903 million compared to net income of $0.159 million for the same period in 2005.

Gross profit for the third quarter of 2006 was $5.422 million, an 85% increase over $2.938 million for the third quarter of 2005. Gross margins for the third quarter of 2006 increased approximately 860 basis points to 39.6%, as compared to 31.0% for the third quarter of 2005. This increase is primarily attributable to a favorable mix shift towards higher margin product categories and a substantial reduction in the number of product returns resulting from several strategic initiatives implemented in its monitor product line over the past year. Total selling, general, and administrative (“SG&A”) expense for the third quarter 2006 was $4.271 million, or 31.2% of net revenues, compared to $2.589 million, or 27.3% of net revenues, for the third quarter of 2005. This increase in costs reflects the company’s ongoing investment in infrastructure to support future growth, including its recent hire of key personnel across several functional areas, its pre-funded investment in a new Soft Goods division and higher professional fees related to its previously announced merger with KBL Healthcare Acquisition Corp.

For the nine months ended September 30, 2006, net revenues were approximately $39.813 million, an increase of just over 50% as compared to $26.481 million for the first nine months of 2005. EBITDA for the nine months ended September 30, 2006 were approximately $3.716 million, or 9.3% of net revenues, an 89% increase from $1.963 million, or 7.4% of net revenues, during the first nine months of 2005. Net income for the nine months ended September 30, 2006 increased 92% to $2.593 million as compared to $1.350 million for the same period in 2005.

Page 1 of 5

“We continued to gain substantial sales momentum this quarter through increased brand recognition and market share gains,” commented, Jason Macari, Chief Executive Officer of Summer Infant, Inc. “Specifically, our sales continue to benefit from increased penetration at our top five retail accounts, particularly Babies “R” Us, Target and Kmart, the addition of several new retail customers in 2006, including Wal-Mart.com and continued high double-digit growth in our UK operations. While we experienced solid sales performance across all product categories in the U.S., monitors and gates continue to drive the sales increase year to date, as Summer Infant’s focus and investment on new product innovations in these categories continues to gain traction at the retail level. Looking ahead, we expect these factors to again drive incremental sales and improved profitability in 2007 and beyond.”

Based on customer commitments to date and current budget assumptions, the company is issuing guidance for the full years 2006 and 2007. For the full year 2006, the company expects net revenues to be in the range of $52 to $53 million and EBIDTA to be approximately $5 million, excluding deal-related expenses. For the full year 2007, the company anticipates net revenues to be in the range of $70 million to $75 million and projects EBITDA to be between $7.5 million to $8.0 million, continuing its track record of strong organic growth. These projected results do not include the impact of any potential acquisitions.

About Summer Infant

Based in North Smithfield, Rhode Island, Summer Infant 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. Summer Infant markets over sixty proprietary products, including nursery audio/video monitors, safety gates, durable bath products, bed rails, infant thermometers and related health and safety products, booster and potty seats and bouncers.

About KBL Healthcare Acquisition Corp. II

KBL Healthcare Acquisition Corp. II was formed on December 9, 2004 to serve as a vehicle to effect a business combination with an operating business in the healthcare or a health-related industry. KBL’s registration statement for its initial public offering was declared effective on April 21, 2005 and the offering closed on April 27, 2005, generating gross proceeds of $55.2 million from the sale of 9.2 million units, including the full exercise of the underwriters’ over-allotment option. Each unit was comprised of one share of KBL common stock and two warrants, each with an exercise price of $5.00. As of September 30, 2006, KBL held approximately $51.7 million in a trust account maintained by an independent trustee, which will be released to KBL upon the consummation of the business combination.

This release includes certain financial information (EBITDA) not derived in accordance with generally accepted accounting principles (“GAAP”). The Company believes that the presentation of this non-GAAP measure provides information that is useful to investors as it indicates more clearly the ability of Summer’s assets to generate cash sufficient to pay interest on its indebtedness, meet capital expenditure and working capital requirements and otherwise meet its obligations as they become due. We have included a reconciliation of this information to the most comparable GAAP measures in the accompanying tables.

Page 2 of 5

Forward Looking Statements

This press release, and other statements that KBL may make, including statements about the benefits of the transaction with Summer Infant, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to KBL’s and Summer Infant’s future financial or business performance, strategies and expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “potential,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” and similar expressions.

KBL cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and KBL assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

In addition to factors previously disclosed in KBL’s filings with the Securities and Exchange Commission (SEC) and those identified elsewhere in this press release, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: general economic and business conditions in the U.S. and abroad, changing interpretations of generally accepted accounting principles, changes in market acceptance of the company’s products, inquiries and investigations and related litigation, fluctuations in customer demand, management of rapid growth, intensity of competition as well as other relevant risks detailed in KBL’s filings with the Securities and Exchange Commission, including its report on Form 10-QSB for the period ended September 30, 2006. The information set forth herein should be read in light of such risks. Neither KBL nor Summer Infant assumes any obligation to update the information contained in this press release.

KBL’s prospectus and subsequent filings with the SEC, accessible on the SEC’s website at http://www.sec.gov, discuss these factors in more detail and identify additional factors that can affect forward-looking statements.

Additional Information

KBL has filed with the SEC a proxy statement on Schedule 14A in connection with KBL’s proposed acquisition of Summer Infant. STOCKHOLDERS OF KBL AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, KBL’S DEFINITIVE PROXY STATEMENT IN CONNECTION WITH THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING BECAUSE THIS PROXY STATEMENT WILL CONTAIN IMPORTANT INFORMATION.

The definitive proxy statement will be mailed to stockholders as of a record date to be established for voting on the acquisition. Stockholders will also be able to obtain a copy of the definitive proxy statement, without charge, once available, at the SEC’s Internet site http://www.sec.gov or by directing a request to KBL Healthcare Acquisition Corp. II at 757 Third Avenue, New York, NY 10017. As a result of the review by the SEC of the proxy statement, KBL may be required to make changes to its description of the acquired business or other financial or statistical information contained in the proxy statement.

Page 3 of 5

Summer Infant, Inc. and Affiliates

Consolidated Statements of Operations

(in thousands of US dollars)

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2006		2005		2006		2005
Net revenues	$	13,680	$	9,485	$	39,813	$	26,481
Cost of goods sold		8,258		6,547		24,512		17,450
Gross profit		5,422		2,938		15,301		9,031
General & administrative expenses		2,875		1,369		7,679		3,658
Selling expenses		1,396		1,220		4,376		3,716
Income before interest		1,151		349		3,246		1,657
Interest expense		248		190		653		307
Net income	$	903	$	159	$	2,593	$	1,350
Plus: interest expense		248		190		653		307
Plus: depreciation & amortization		156		150		470		306
EBITDA	$	1,307	$	499	$	3,716	$	1,963

Summer Infant, Inc. and Affiliates

Consolidated Balance Sheets

(in thousands of US dollars)

	As of September 30, 2006		As of December 31, 2005
	(unaudited)
Cash and cash equivalents	$	244	$	1,115
Trade receivables		10,567		6,210
Inventory		11,337		7,860
Prepaids and other current assets		322		199
Total current assets		22,470		15,384
Property and equipment, net		3,799		2,440
Goodwill and intangibles, net		171		183
Total assets	$	26,440	$	18,007
Line of credit	$	10,567	$	7,087
Accounts payable		8,082		6,713
Accrued expenses		1,551		902
Current portion of long term liabilities		280		280
Total current liabilities		20,480		14,982
Long term liabilities, less current portion		1,078		560
Total liabilities		21,558		15,542
Common stock & paid in capital		133		220
Retained earnings		4,749		2,245
Total stockholders equity		4,882		2,465
Total liabilities & stockholders equity	$	26,440	$	18,007

Page 4 of 5

Contact:

Dr. Marlene Krauss

Chief Executive Officer

KBL Healthcare Acquisition Corp. II

212-319-5555

Devlin Lander

Integrated Corporate Relations

415-292-6855

Page 5 of 5

EX-99.3

KBL

Healthcare

Acquisition

Corp.

II

(OTC

BB:

KBLH

/

KLBHU

/

KLBHW)

to

acquire

Summer

Infant

Inc.

Infant

Health,

Safety

&

Wellness

November

16,

2006

Exhibit 99.3

2

Road Show Presentation

The

attached

slide

show

was

filed

with

the

Securities

and

Exchange

Commission

(“SEC”)

as

part

of

the

amendment

to

Form

8-K

filed

by

KBL

Healthcare

Acquisition

Corp.

II

(“KBL”)

with

the

SEC

on

November

16,

2006

(“8-K

Amendment

No.

4”).

KBL

is

holding

presentations

for

certain

of

its

stockholders,

as

well

as

other

persons

who

might

be

interested

in

purchasing

KBL’s

securities,

regarding

its

acquisition

with

Summer

Infant,

Inc.

and

affiliated

companies,

as

described

in

the

September

5,

2006

8-K

filing

as

amended

by

8-K

Amendment

No.

1

filed

September

19,

2006,

8-K

Amendment

No.

2

filed

October

23,

2006,

8-K

Amendment

No.

3

filed

October

26,

2006

and

Amendment

No.

4.

The

attached

slide

show,

as

well

as

the

September

5,

2006

filing

as

amended

by

the

8-K

Amendments

are

being

distributed

to

attendees

of

these

presentations.

Earlybird

Capital,

Inc.

("EBC"),

the

managing

underwriter

of

KBL's

initial

public

offering

("IPO")

consummated

in

April

2005,

is

assisting

KBL

in

these

efforts

without

charge,

other

than

the

reimbursement

of

its

out-of-pocket

expenses,

although

EBC

will

be

paid

a

cash

fee

at

the

closing

of

the

acquisition

equal

to

one

percent

(1%)

of

the

consideration

paid

in

the

acquisition.

KBL

and

its

directors

and

executive

officers

and

EBC

may

be

deemed

to

be

participants

in

the

solicitation

of

proxies

for

the

special

meeting

of

KBL

stockholders

to

be

held

to

approve

the

acquisition.

Stockholders

of

KBL

and

other

interested

persons

are

advised

to

read

KBL's

preliminary

Proxy

Statement

filed

with

the

SEC

on

October

23,

2006

and,

when

available,

definitive

Proxy

Statement

in

connection

with

KBL's

solicitation

of

proxies

for

the

special

meeting

because

these

proxy

statements

will

contain

important

information.

Such

persons

can

also

read

KBL's

final

Prospectus,

dated

April

21,

2005,

for

a

description

of

the

security

holdings

of

KBL’s

officers

and

directors

and

of

EBC

and

their

respective

interests

in

the

successful

consummation

of

this

business

combination.

The

definitive

Proxy

Statement

will

be

mailed

to

stockholders

as

of

a

record

date

to

be

established

for

voting

on

the

acquisition.

Stockholders

will

also

be

able

to

obtain

a

copy

of

the

definitive

Proxy

Statement,

without

charge,

by

directing

a

request

to:

KBL

Healthcare

Acquisition

Corporation

II,

757

3rd

Ave,

New

York,

NY

10017.

The

preliminary

Proxy

Statement

and

definitive

Proxy

Statement,

once

available,

and

the

final

Prospectus

can

also

be

obtained,

without

charge,

at

the

SEC's

internet

site

(http://www.sec.gov).

3

Safe Harbor

This

presentation

may

contain

forward-looking

statements

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995

about

KBL,

Summer

and

their

combined

business

after

completion

of

the

proposed

acquisition.

Forward-looking

statements

are

statements

that

are

not

historical

facts.

Such

forward-looking

statements,

based

upon

the

current

beliefs

and

expectations

of

KBL’s

and

Summer’s

management,

are

subject

to

risks

and

uncertainties

which

could

cause

actual

results

to

differ

from

the

forward-looking

statements.

The

following

factors,

among

others,

could

cause

actual

results

to

differ

from

those

set

forth

in

the

forward-looking

statements:

business

conditions;

changing

interpretations

of

generally

accepted

accounting

principles;

outcomes

of

government

reviews;

inquiries

and

investigations

and

related

litigation;

continued

compliance

with

government

regulations;

legislation

or

regulatory

environments;

requirements

or

changes

adversely

affecting

the

businesses

in

which

Summer

is

engaged;

fluctuations

in

customer

demand;

management

of

rapid

growth;

intensity

of

competition

from

other

providers

of

infant

health,

safety

and

wellness

products;

general

economic

conditions;

geopolitical

events

and

regulatory

changes;

as

well

as

other

relevant

risks

detailed

in

KBL’s

filing

with

the

Securities

and

Exchange

Commission,

including

its

reports

on

Form

10-QSB.

The

information

set

forth

herein

should

be

read

in

light

of

such

risks.

As

well,

some

of

Summer’s

financial

information

was

prepared

by

Summer

as

a

private

company,

in

accordance

with

U.S.

generally

accepted

accounting

principles,

and

may

not

conform

to

SEC

Regulation

S-X.

Accordingly,

such

historical

information

may

be

adjusted

and

presented

differently

in

KBL’s

proxy

statement

to

solicit

stockholder

approval

of

the

acquisition.

Neither

KBL

nor

Summer

assumes

any

obligation

to

update

the

information

contained

in

this

presentation.

4

Summer Infant is a leading designer of

innovative, branded infant health, safety and

wellness products that is well-positioned to

deliver continued strong organic growth and

to implement a focused acquisition strategy

Summer Investment Highlights

•

Experienced, proven management team with demonstrated

expertise in product development/ innovation

•

Emerging brand and strong relationships with major retailers

including: Babies “R”

Us, Target, K-Mart, Baby Depot, Buy Buy

Baby, Wal-Mart, MotherCare

•

Rapid Sales and EBITDA growth

–

2005 Net Sales: $35.5 million, up ~70% from 2004

–

2005 EBITDA: $2.3 million, up >150% from 2004

–

3Q ‘06 YTD Net Sales: $39.8 million, up >50% from 3Q ‘05 YTD

–

3Q ‘06 YTD EBITDA: $3.7 million, up ~90% from 3Q ‘05 YTD

–

2006 Guidance: $52-53 million Net Sales, ~$5.0 million EBITDA

(before deal-related expenses)

–

2007 Guidance: $70-75 million Net Sales, $7.5-8.0 million EBITDA

•

Well-positioned in a $12 billion, expanding global industry that is

ripe for acquisitions/consolidation

5

6

The Transaction

•

KBLH/Summer Infant business combination pending

–

Acquisition agreement signed September 2006

–

Expected closing early 2007

•

Purchase price = ~$53 million + contingent payments

–

$20.0 million cash

–

3,916,667 KBLH common shares (locked-up through April 2008)

•

Worth ~$21.7 million at KBLH closing stock price of $5.55/share on November

14, 2006

–

Assumption or repayment of outstanding net debt at closing  

•

Balance of ~$11.7 million at September 30, 2006

–

Future contingent payments

•

50% of EBITDA in excess of $4.2mm for 2006, $10.0 million for 2007 and $15.0

million

for

2008

(payable

in

cash;

payments

capped

at

$5

million

total)

•

2.5 million KBLH common shares if post-acquisition stock price closes above

$8.50 for 20 out of 30 days prior to April 2009

7

Post-Transaction Cap Table

1

Does not include contingent payments

2

Does not include underwriter purchase option and assumes no KBL stockholder conversions in

the transaction

3

Warrants calculated using the treasury method and a $5.55 KBLH stock price (closing price on

November 14, 2006)

100.0

16,940

Fully-Diluted Shares

10.8

1,823

Warrants

2,3

89.2

100.0

15,117

Common Shares

54.3

60.9

9,200

KBL Investors

11.8

13.2

2,000

KBL Management

23.1

25.9

3,917

Summer Shareholders

% Diluted

% Common

Shares (000)

Holder

1

2

8

Summer Infant

“Delivering the best for you and your baby”

•

Designs and markets proprietary baby products under the Summer

brand

•

Innovation & new product development fueling market share gain

–

Significant number of products are patent-protected

•

Excellent customer relationships

•

Emerging brand gaining retailer & consumer momentum

•

Experienced management team with scalable infrastructure

•

$12 billion worldwide baby products industry

–

Durables segment -

$4 billion worldwide, Summer currently competes in

~25%

–

Stable and growing -

tied to births, new parents with higher disposable

incomes and desire to provide the best for their babies (regardless of cost)

Company History

2001 & 2002

Founded in autumn

Purchased name and

bouncer product

molds

Initial Sales

to

Babies “R”

US

New Products:

Thermometers,

grooming aids,

audio/video

monitors

Net Sales:

2002 -

$6M

2003

Added retailers

Baby Depot, Buy

Buy

Baby, One Step

Ahead

New Products:

Bed Rails, gates,

bath products

Started Summer

Europe

Net Sales:

$18M

2004

Added retailers

Target, JCPenny,

Toys “R”

US Canada,

The Right Start,

Meijer

New Products:

Booster seats, safely

aids, further

expansion within

existing categories

Net

Sales:

$21M

2005

Added Retailers: 

K-Mart, Sears, Sears

Canada, U.S.

Military PXs,

Mothercare, Tesco

New Products:

Handheld video

monitor, new gates,

new bed rails, new

baby baths, new

potty seat

Net

Sales:

$36M

2006

Added Retailers:

Wal-Mart.com, Argos

New Products:

Soft goods, further

expansion within

existing categories

Net

Sales:

3Q

‘06

YTD

-

$40M

9

10

Innovative Products

•

Focus on new product development

–

Experienced product development team

–

Plan to introduce 15-20 new products annually

•

First or early to market with:

–

Handheld video monitor

–

Double-sided bed rail

–

Audible alarmed gate

–

“Grow with me”

ear thermometer

–

Baby bath spa & shower

•

40% market share in the high-growth video monitor segment

•

The majority of products have FDA, Consumer

Product Safety

Commission and JPMA approval

•

Products sold through major retailers & infant specialty stores in

the US, Canada & the UK

•

US industry sales concentrated through 7 -10 retailers

11

Diverse Product Mix

(as a % of 3Q YTD ‘06 Net Sales)

Monitors

Gates

Bath

Rails

Medical

Seats, Bouncers

& Other

35%

17%

29%

8%

6%

5%

12

Sales and Marketing

•

Market directly to retail chain buyers

–

Management & sales force has long-standing relationships with key

buyers

–

Significant recurring revenue

–

Every major customer increased purchases in 2006 over 2005

•

Early commitments from retailers lead to strong sales visibility

–

Buying decisions primarily made in the summer for next calendar year

purchases

–

Purchase commitments are for one year

•

Very little seasonality

13

Strong Customer Relationships

Europe

North America

14

Operational Infrastructure

Scalable, low cost business model

Suburban London

European operations

HQ -

North Smithfield, RI

Electronics and QC -

Shunde

China

R&D

Approximately 70-80 worldwide

Employees

Leased facilities in Rhode Island, California,

Suburban London

Warehousing

North Smithfield, RI (new HQ in Woonsocket, RI

to be completed in Q1’07)

Headquarters

80% in Southern China

20% in Massachusetts

Manufacturing

15

Management

31 years experience; GE Healthcare,

Organogenesis

VP Operations

Paul DiCicco

20 years experience; Safety 1

st

(CFO), Staples,

KPMG Peat Marwick

Chief Financial

Officer

Joseph Driscoll

Dorel, Dolly, Inc., and Gibson Greetings

VP of Sales

William Basset

10 years experience; The First Years

VP Quality &

Assurance

Anthony Paolo

Financial positions with Trammell Crow,

Action Automation and Controls

VP Finance & IT

Mark Gorton

20 years industry experience; Safety 1

st

VP Research &

Development

Brian Sundberg

20 years industry experience; Mothercare,

Dorel Juvenile Group Europe

VP European

Operations

Rachelle Harel

20 years experience; Little Kids, Inc., Safety

1

st

, Hasbro

EVP Product

Development

Steve Gibree

Founder; 20 years experience; Safety 1

st

, CR

Bard, & Hasbro

CEO, President,

Principal Owner

Jason Macari

Background

Title

Management

Post-Closing Board of Directors

Seven person board

EVP Product Development, Summer Infant

Steve Gibree

President/COO of Safety 1

st

, board member of The First Years /

Radica / Jenny Craig, partner of DB Capital Partners

Richard Wenz

TBD

President

of

New

Business

Development

of

Hasbro

and

President

of

its

Playskool

Baby

division

Robert Stebenne

SVP

and

General

Merchandise

Manager

of

Toys

R

Us

and

Babies

R

Us;

President

of

Baby

Trend

Martin Fogelman

CEO, Summer Infant

Jason Macari

CEO, KBL Healthcare Acquisition Corp. II

Marlene Krauss,

Chairperson

Background

Name

16

17

Rapid Growth in Sales & EBITDA

$0

$5,000

$10,000

$15,000

$20,000

$25,000

$30,000

$35,000

$40,000

$45,000

$50,000

2002A

2003A

2004A

2005A

3Q '05

YTD

3Q '06

YTD

$0

$500

$1,000

$1,500

$2,000

$2,500

$3,000

$3,500

$4,000

$4,500

$5,000

Net Sales

(000)

EBITDA

(000)

$000; unaudited

Net Sales CAGR = 82%

EBITDA CAGR = 170%

Net Sales increase = 50%

EBITDA increase = 89%

18

Multiple Growth Drivers

•

Summer positioned to continue to grow much faster

than the overall market

–

Organic growth

•

Increased product penetration (more products at each store)

•

Increased store penetration (more stores within each chain)

•

New products (at existing and new customers)

•

New mass merchant customers (new retail chains)

•

New channels (food and drug chains, price clubs, home centers,

additional web-based retailers)

•

New geographies (international expansion)

•

Increased operating efficiencies

–

Opportunistic acquisitions that provide access to innovative

products, new product categories, new retailers, new geographies

and/or new brands

19

Acquisition Opportunities

•

Opportunity for Summer to be consolidator

–

Strong balance sheet

–

Relationships with mass merchants

–

Experienced product and management team

•

Large and fragmented market: ~

400 infant product companies

–

~

5-10

are

$250

million

-

$1

billion

–

~

20-30

are

$50

million-

$250

million

–

~

30-50

are

$10

million

-

$50

million

–

~

300+

are

under

$10

million

•

Summer’s products currently address less than 10% of the $12 billion

market

•

Summer currently does not compete in the following large and growing

segments of the market:

–

Baby

mobility

-

strollers,

car

seats,

travel

systems

–

Baby

gear

-

play

yards,

high

chairs,

swings,

walkers,

etc.

–

Nursery

care

-

feeding

&

accessories,

nursery

needs

–

Soft

goods

-

bedding,

blankets,

sets,

etc.

(launching

in

‘07)

20

Investment Conclusion

•

Simple, scalable business with rapidly growing sales & profits

with good visibility

•

Increasing market share due to:

–

Innovative designs

–

Superior product quality

–

Strong value proposition

–

New product introductions

–

Strong relationships with major retailers

•

Experienced, proven management team

•

Organic and acquisition-based growth opportunities available

•

Enhanced financial position

21

Appendix

22

Summer Products

02090 Day & Night Color Handheld

Video Monitor First to give moms and

dads handheld portability

02170 Secure Sounds™

2.4 GHz Digital

Monitor

-

Secure

and

private

audio

transmissions

02180 Baby’s Quiet Sounds™

Video

Monitor

-

Leading

video

monitor

on the market

07160

Custom-Fit

Gate

-

First

gate

to

accommodate openings up to 12’

07030 Sure and Secure™

Top-of-Stairs

Gate

with

Alarm

-

Audible

alarmed

gate

for added safety

08190 Soothing Spa and Shower Baby

Bath

-

The

first

whirlpool

tub

for

baby

23

Summer Products

08160 Mother’s Touch™

Large Comfort

Bather

-

The

perfect

alternative

to

bathing bigger babies

01350 Deluxe Soft Embrace™

Comfort

Bouncer-

The

next

best

thing

to being cradled in mom’s arms

12020 Sure and Secure™

Double

Bedrail

-

Double

protection

and

fully

assembled

08040 Newborn-to-Toddler Bath

Center

&

Shower

-The

first

baby

bath

with a clean rinse shower

04520 Deluxe Baby Essentials Kit

Everything baby needs for a healthy

start

03200 “Grow with Me”

Ear

Thermometer

-

fast

&

accurate

temperature readings with no fuss in

about 1 second

24

Competition

Fisher-Price, Safety 1

st

, The First Years,  Kids II

Small Furniture

Safety 1

st

, The First Years, Braun, Vicks

Infant Health

Evenflo, KidCo, North States, Safety 1

st

Gates

Fisher-Price, Kids II, Graco, Safety 1

st

Bouncers

Safety 1

st

, The First Years, Regalo, Dex Products

Bed Rails

The First Years, Fisher-Price, Safety 1

st

, Evenflo

Baby Bath

Safety 1

st

, Bebe

Sounds, Mobi

A/V Monitors

25

Select Industry Transactions

•

MGA Entertainment, Inc. acquiring Little Tikes (announced September 2006)

•

Prentice Capital Management, L.P. and D.E. Shaw Laminar Portfolios, L.L.C. purchase 42.2% of Russ Berrie

and Company, Inc. (NYSE: RUS)

(completed August 2006)

•

3i Group plc (LSE: III)

acquires Mayborn

Group plc (AIM: MBY)

(announced May 2006)

•

Royal Philips Electronics (NYSE:PHG, AEX:PHI)

acquires AVENT Holdings Ltd.  (announced May 2006)

•

JAKKS Pacific, Inc. (NASDAQ: JAKK)

acquires Creative Designs International, Ltd. (completed February

2006)

•

The Carlyle Group acquires Britax

Childcare (completed September 2005)

•

Russ Berrie

and Company, Inc. (NYSE: RUS)

acquires Kids Line, LLC (completed December 2004) 

•

RC2 Corporation (NASDAQ: RCRC), acquires The First Years, Inc. (NASDAQ: KIDD)

(completed

September 2004)

•

Harvest Partners acquires Evenflo

Company, Inc. (completed August 2004)

•

Dorel

Industries,

Inc.

(TSE:

DII.A,

DII.B;

NASDAQ:

DIIBF)

acquires

The

Ampa

Group

(Bebe

Comfort)

(announced January 2003)

•

Russ Berrie

and Co., Inc. (NYSE: RUS)

acquires Sassy, Inc. (completed September 2002)

•

Dorel

Industries,

Inc.

(TSE:

DII.A,

DII.B;

NASDAQ:

DIIBF)

acquires

Safety

1st,

Inc.

(NASDAQ:

SAFT)

(completed June 2000)

•

Playtex Products, Inc. acquires Diaper Genie business (completed

January 1999)

•

Graco

Children’s Products, Inc. acquires Century Products Company (announced May 1998)

•

Evenflo

Company,

Inc.

acquires

Gerry

Baby

Products

Co.

(completed

April

1997)

•

Rubbermaid,

Inc.

acquires

Graco

Children’s

Products,

Inc.

(completed

October

1996)

•

Mattel,

Inc.

(NYSE:

MAT)

acquires

Fisher-Price,

Inc.

(completed

November

1993)

Public Market Comparables

26

27

Recent Transaction Multiples

28

Infant Health, Safety & Wellness

•

90%

of

products

fall

under

healthcare

classification

(preventive

or

diagnostic) defined by the Department of Health and Human

Services*

•

Majority of children’s deaths occur in first year and >80% of

children’s deaths of those under 15 years old occur before age 5

–

According to the NIH, Accidents are, by far, the leading cause of death

among children and adolescents. (2003)

•

Summer’s baby care products are subject to rigorous certification

and testing ensuring high quality standards

–

Food and Drug Administration (FDA)

–

Consumer Product Safety Commission

–

Juvenile Products Manufacturers Association (JPMA)

–

American Society for Testing Materials (ASTM)

*http://www.cms.hhs.gov/apps/hipaa2decisionsupport/CoveredEntityFlowcharts.pdf

29

KBL Healthcare Acq. Corp. II

•

A Specified Purpose Acquisition Company (“SPAC”)

designed to provide a profitable investment in a health-

related company

•

Each KBLH unit, issued at $6.00, consists of one share of

common stock and two warrants

–

Cash per share in trust at 9/30/06 of approximately $5.61/share

($51.7 million in trust at 9/30/06); increases with additional

interest earned

•

Lockup of insider shares until April 2008

30

About KBL

•

KBL Founders Also Run KBL Healthcare Ventures

–

~$94mm venture capital fund

–

L.Ps

include Novartis, Allianz, PA State Teachers Retirement

System, William Blair, Others

–

Representive

investments include

•

Lumenos: sold to Wellpoint for $185mm

•

Spinal Concepts: sold to Abbott for $180mm

•

KBL Healthcare Acquisition Corp. I (prior SPAC)

–

IPO in March 1993 raised $17.5 mm gross proceeds

–

Merger with Concord Health Group, a long-term care/assisted living

company in August 1994

–

Concord

sold

for

cash

to

Multicare

Companies

in

February

1996

–

Investors in KBL IPO realized 34.7 % IRR

31

The KBL Team

•

Zachary Berk

–

Chairman and President

–

Managing Director/founder of KBL Healthcare Ventures

•

Founder: Prolong Pharmaceuticals, Lumenos, Transgenic Sciences (now part of

Genzyme)

•

Chairman: Prolong Pharmaceutiocals

•

B.S. and Doctorate of Optometry from Pacific University

•

Marlene Krauss, M.D. –

CEO, Secretary and Director

•

Managing Director/founder of KBL Healthcare Ventures

•

Founder/seed

financed:

Lumenos

(sold

to

Wellpoint

for

$185mm),

Summit

Technology

(sold to Alcon for $900mm), Candela Laser (CLZR), Cambridge Heart (CAMH)

•

Board Member: Cardio Focus, PneumRx, Prolong Pharmaceuticals

•

B.S. Cornell University, M.B.A. Harvard University( Alumni Achievement Award), M.D.

Harvard Medical School (vitreoretinal

surgeon)

•

Michael Kaswan

–

COO and Director

•

Managing Director of KBL Healthcare Ventures

•

Founder: Lumenos

•

Board Member: Scandius, Remon

•

BS University of Virginia, MBA Harvard Business School