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SUMR > SEC Filings for SUMR > Form 8-K on 13-Nov-2009All Recent SEC Filings

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Form 8-K for SUMMER INFANT, INC.


13-Nov-2009

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02 Departure of Directors or Certain Officers; Election of Directors:
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective November 9, 2009, Daniel Almagor and Derial H. Sanders, were appointed to the Board of Directors of Summer Infant, Inc. (the "Company") to fill the vacancies on the Company's Board of Directors left by the resignations of Dr. Marlene Krauss and Myra Hart, respectively.

There are no arrangements between Mr. Almagor or Mr. Sanders and any other persons pursuant to which Mr. Almagor or Mr. Sanders was selected as a director and there are no transactions, or proposed transactions, to which the Company is or was to be a participant and in which Mr. Almagor or Mr. Sanders has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K. The Board has determined that Messrs. Almagor and Sanders meet the applicable independence requirements of The NASDAQ Stock Market listing standards. The Board has not yet appointed either Mr. Almagor or Mr. Sanders to any committees of the Company's Board of Directors, however it is expected that Mr. Almagor will be appointed to the audit committee and Mr. Sanders will be appointed to the compensation committee.

Mr. Almagor, age 56, is a consultant and private investor and currently serves on the Board of Directors of Jakks Pacific, Gallery, and Ideal Life. From 1999 to 2005 Mr. Almagor was the Chairman and CEO of ACG International, a $3 billion private equity fund, affiliate of Bank One, where he was involved in formulating deal terms for investments and in the sourcing of high quality investment opportunities. From 1996 to 1998 he was the Chairman and Chief Executive Officer for ID B.V. From 1993 to 1996 he was the President and Chief Executive Officer for Kushi Foods, a position he accepted after being Managing Partner and Director for American Consulting from 1989 to 1993. At American Consulting he was responsible for business strategy and served as advisor to Fortune 1000 boards. Prior to 1989 Mr. Almagor held high level positions with RJR Nabisco, General Kinetics and Peelle. Mr. Almagor has also authored Business Visions, A Practical Guide for Strategic Decisions and Shareholder Value Creation. Mr. Almagor received a B.S. in mechanical and industrial engineering from SUNY.

Mr. Sanders, age 67, was a longtime employee of Graco Children's Products, Inc., where his last role was as President and COO. He was instrumental in the growth of the company through his departure in 2001. Mr. Sanders helped Graco achieve this growth via strategic domestic sales initiatives, international expansion, and the addition of several key new product categories. Mr. Sanders also saw the company through several acquisitions, the last of which was by its current holder, Rubbermaid, in 1996, then Newell Rubbermaid in 1998. After his departure from Graco in 2001, Mr. Sanders founded Precept Marketing Group which he sold in 2008 and remains a consultant to both Precept and Frontline Placement Technologies. Mr. Sanders received a B.S. in marketing and commerce from Rider University.

As directors, Messrs. Almagor and Sanders will each receive an annual retainer of $50,000 (which will be pro-rated for any partial year of service), options to purchase 40,000 shares of common stock of the Company that will be priced at the market value of the Company's stock on the date of issue and expense reimbursement for all reasonable expenses incurred in attending meeting and attending to Company business.

A copy of the Company's press release announcing Mr. Almagor's and Mr. Sanders' appointments to the Board of Directors is filed as Exhibit 99.1 to this Current Report on Form 8-K.




Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Shell Company Transactions.

Not applicable.

(d)                 Exhibits.



Exhibit
Number

99.1         Press release from Summer Infant, Inc., dated November 13, 2009,
             entitled "Summer Infant, Inc. Announces Appointment of Two New
             Members of the Board Directors"


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