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0001181431-13-040950.txt : 20130722 0001181431-13-040950.hdr.sgml : 20130722 20130722161542 ACCESSION NUMBER: 0001181431-13-040950 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130718 FILED AS OF DATE: 20130722 DATE AS OF CHANGE: 20130722 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KID BRANDS, INC CENTRAL INDEX KEY: 0000739878 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 221815337 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE MEADOWLANDS PLAZA, 8TH FLOOR CITY: EAST RUTHERFORD STATE: NJ ZIP: 07073 BUSINESS PHONE: 2014052400 MAIL ADDRESS: STREET 1: ONE MEADOWLANDS PLAZA, 8TH FLOOR CITY: EAST RUTHERFORD STATE: NJ ZIP: 07073 FORMER COMPANY: FORMER CONFORMED NAME: RUSS BERRIE & CO INC DATE OF NAME CHANGE: 19931220 FORMER COMPANY: FORMER CONFORMED NAME: BERRIE RUSS & CO INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BENAROYA RAPHAEL CENTRAL INDEX KEY: 0000903414 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08681 FILM NUMBER: 13979388 MAIL ADDRESS: STREET 1: C/O UNITED RETAIL GROUP INC STREET 2: 364 WEST PASSAIC STREET CITY: ROCHELLE PARK STATE: NJ ZIP: 07662 4 1 rrd386359.xml FORM 4 X0306 4 2013-07-18 0 0000739878 KID BRANDS, INC KID 0000903414 BENAROYA RAPHAEL C/O KID BRANDS, INC. ONE MEADOWLANDS PLAZA, 8TH FLOOR EAST RUTHERFORD NJ 07073 1 1 0 0 Chairman, President and CEO STOCK APPRECIATION RIGHT 1.51 2013-07-18 4 C 0 600000 0 D 2023-03-15 COMMON STOCK 600000 29250 D Stock Option (Right to Buy) 1.51 2013-07-18 4 C 0 600000 0 A 2023-03-15 COMMON STOCK 600000 1075000 D Represents Stock Appreciation Rights ("SARs") granted on 3/15/13 under the Issuer's Equity Incentive Plan (the "EIP"). 15,625 of such SARs vest on the last day of each month for a consecutive 24-month period (commencing 3/31/13), and 9,375 of such SARs vest on the last day of the month for the subsequent consecutive 24-month period. The SARs were previously settlable, upon exercise, solely for cash, however, upon the approval of the Company's shareholders (obtained at the Company's Annual Meeting of Shareholders on 7/18/13), all 600,000 SARs were converted (with no consideration) into non-qualified stock options (on a one-for one basis) under the EIP (with no change to the grant date, exercise price, vesting schedule, or other terms thereof). Upon such conversion, the SARs were canceled. Consists of: (i) 14,250 SARs granted on 7/19/11 pursuant to the EIP, at an exercise price of $5.17 per share, which vest ratably over a five-year period commencing 7/19/12 and expire on 7/19/21; and (ii) 15,000 SARs granted on 7/15/10 pursuant to the EIP at an exercise price of $8.17 per share, which vest ratably over a five-year period commencing 7/15/11 and expire on 7/15/20. Includes: (i) a grant on 3/15/13 of 200,000 non-qualified inducement stock options outside of the EIP at an exercise price of $1.51 per share, all of which vested on the date of grant and expire on 3/15/23; (ii) a grant on 3/15/13 of 200,000 incentive stock options under the EIP at an exercise price of $1.51 per share, twenty-five percent of which vested on the date of grant and an additional twenty-five percent of which will vest on each of the first, second and third anniversary of the date of grant; (iii) 15,000 stock options granted on 9/22/09 pursuant to the EIP at an exercise price of $6.63 per share, which vest ratably over a 5-year period commencing 9/22/10 and expire on 9/22/19; (iv) 15,000 stock options granted on 7/10/08 pursuant to the EIP at an exercise price of $7.28 per share, which vest ratably over a five-year period commencing 7/10/09 and expire 7/10/18; (Continued in footnote 4) (v) 15,000 stock options granted on 12/27/07 pursuant to the issuer's 2004 Stock Option, Restricted and Non-Restricted Stock Plan (the "2004 Plan") at an exercise price of $16.77 per share, which vest ratably over a five-year period commencing 12/27/08 and expire 12/27/17; (vi) 15,000 stock options granted on 11/01/06 pursuant to the 2004 Plan at an exercise price of $15.05 per share, which vest ratably over a five-year period commencing 11/01/07 and expire 11/01/16; and (vii) 15,000 stock options granted on 5/4/05 pursuant to the 2004 Plan, at an exercise price of $13.06 per share, all of which were deemed vested as of 12/28/05. Exhibit List Exhibit 24 - Power of Attorney /s/ Sara Adler, Attorney in Fact 2013-07-22 EX-24. 2 rrd347521_393223.htm POWER OF ATTORNEY rrd347521_393223.html

                                                                      Exhibit 24

                               POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Kerry Carr, Jodie Simon Friedman, Sara Adler, or any of them
signing singly, and with full power of substitution, the undersigned's true and
lawful attorney-in-fact to:

        (1)     prepare, execute in the undersigned's name and on the
                undersigned's behalf, and submit to the U.S. Securities and
                Exchange Commission (the "SEC") a Form ID, including amendments
                thereto, and any other documents necessary or appropriate to
                obtain codes and passwords enabling the undersigned to make
                electronic filings with the SEC of reports required by Section
                16(a) of the Securities Exchange Act of 1934 or any rule or
                regulation of the SEC, with respect to the undersigned's
                position with, or holdings of and transactions in securities
                issued by, Kid Brands, Inc. (the "Company");

        (2)     execute for and on behalf of the undersigned, in the
                undersigned's capacity as an officer and/or director of the
                Company, Forms 3, 4, and 5 in accordance with Section 16(a) of
                the Securities Exchange Act of 1934 and the rules thereunder
                with respect to the undersigned's holdings of and transactions
                in securities issued by the Company;

        (3)     do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Form 3, 4, or 5, complete and execute any
                amendment or amendments thereto, and timely file such form with
                the SEC and any stock exchange or similar authority; and

        (4)     take any other action of any type whatsoever in connection with
                the foregoing which, in the opinion of such attorney-in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in-fact's
                discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 18th day of July, 2013.

                                        /s/ Raphael Benaroya
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                                            Signature

                                        Raphael Benaroya
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                                            Print Name