Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
SUMR > SEC Filings for SUMR > Form 8-K on 13-Nov-2012All Recent SEC Filings

Show all filings for SUMMER INFANT, INC.

Form 8-K for SUMMER INFANT, INC.


13-Nov-2012

Entry into a Material Definitive Agreement, Creation of a Direct Financial Ob


Item 1.01. Entry into a Material Definitive Agreement.

On November 7, 2012, Summer Infant, Inc. (the "Company") and its wholly-owned subsidiary, Summer Infant (USA), Inc., entered into an amendment (the "Amendment") to the amended and restated credit agreement (as amended, the "Loan Agreement") with Bank of America, N.A. and the other lenders thereunder (together, the "Lender").

Among other provisions, the Amendment amended the Loan Agreement to provide that:

The applicable rate added to Eurodollar rate or BBA LIBOR rate loans and L/C fees under the Loan Agreement will be 4.75%, and 2.75% for base rate loans, for the period October 1, 2012 through March 31, 2013, and thereafter each applicable rate increases by 1.00% in each fiscal quarter.

Beginning October 1, 2012, loans under the Loan Agreement will accrue additional interest of 2.00% per annum not paid currently in cash but payable in kind by adding such accrued interest to the outstanding principal of the loans, or "PIK interest." PIK interest is due and payable on the earliest of (i) the maturity date of the loans, (ii) the date all loans are paid in full and all loan commitments are terminated, and (iii) the date of acceleration of loans upon an event of default, provided that if all obligations under the Loan Agreement are paid in full and all commitments terminated on or prior to March 31, 2013, the Lender will forgive 50% of the accrued and unpaid PIK interest.

The Company is subject to ongoing compliance with certain financial covenants, including that (i) the Company and its subsidiaries maintain and earn on a consolidated basis as of the last day of each fiscal quarter, a specified consolidated EBITDA amount (as defined in the Loan Agreement) for the 12-month period ending on the last day of each fiscal quarter, beginning September 30, 2012; (ii) the Company and its subsidiaries maintain a certain ratio of consolidated total funded debt to consolidated EBITDA; and (iii) the Company and its subsidiaries maintain a minimum fixed charge ratio. In addition, the Company must limit its quarterly capital expenditures.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as Exhibit 10.1 and is incorporated by this reference.



Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Amendment is incorporated herein by this reference.




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

On November 12, 2012, the Board of Directors (the "Board") of Summer Infant, Inc. (the "Company") increased the number of directors on the Board to eight directors and elected Max Batzer to fill the newly-created vacancy, effective immediately. The Board also appointed Mr. Batzer to serve as a member of each of the recently-formed Strategic Planning Committee and the Nominating/Governance Committee. Mr. Batzer is a Portfolio Manager at Wynnefield Capital, Inc., a significant beneficial owner of the Company's common stock. As an independent director, Mr. Batzer will be compensated for his 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 granted on the date of the Company's annual stockholder meeting. Mr. Batzer 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, upon his appointment to the Board, Mr. Batzer received a restricted stock grant of 22,556 shares that vests in equal annual installments over a four-year period beginning on the first anniversary of the date of grant. On November 13, 2012, the Company issued a press release announcing Mr. Batzer's election, a copy of which is attached hereto as Exhibit 99.1.



Item 9.01. Financial Statements and Exhibits.

(d)                 Exhibits.



Exhibit
Number                                  Description

10.1       Fourth Amendment to Amended and Restated Credit Agreement, dated as of
           November 7, 2012, among the Registrant, Summer Infant (USA), Inc.,
           Bank of America, N.A. and the Lender signatories thereto

99.1       Press release dated November 13, 2012


  Add SUMR to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for SUMR - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.