UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

July 8, 2015 (July 1, 2015)

Date of Report (Date of earliest event reported)

 

Summer Infant, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-33346

 

20-1994619

(State or other
jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer
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))

 

 

 



 

EXPLANATORY NOTE

 

On July 6, 2015, Summer Infant, Inc. (the “Company”) filed a Current Report on Form 8-K with the Securities and Exchange Commission to report the resignation of Carol E. Bramson, a former director of the Company (the “Initial Form 8-K”).  The Company provided to Ms. Bramson, through her counsel, a copy of the Initial Form 8-K on July 6, 2015.  This Current Report on Form 8-K/A is being filed pursuant to Item 5.02(a)(3)(iii) of Form 8-K in order to file as an exhibit a letter received from Ms. Bramson on July 8, 2015 (the “Response Letter”) pursuant to the opportunity to respond to the Initial Form 8-K granted to her under Item 5.02(a)(3)(ii) of Form 8-K.  The Company disagrees with the assertions in the Response Letter which appear unrelated to her resignation from the Board, which resignation was demanded by the Company and was not forthcoming until the Company threatened to request that the Company’s stockholders consider and vote upon a proposal to remove her for cause as a director.  The information contained in this Current Report on Form 8-K/A supplements and is incorporated by reference into the Initial Form 8-K.

 

Item 9.01              Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit
Number

 

Description

 

 

 

17.1

 

Response letter of Carol E. Bramson dated July 8, 2015.

 

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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.

 

 

SUMMER INFANT, INC.

 

 

 

Date: July 10, 2015

By:

/s/ Robert Stebenne

 

 

Name:

Robert Stebenne

 

 

Title:

President and Chief Executive Officer

 

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EXHIBIT INDEX

 

Exhibit

 

 

Number

 

Description

 

 

 

17.1

 

Response letter of Carol E. Bramson dated July 8, 2015.

 

4