Capital Southwest Venture Corporation, a wholly-owned subsidiary of Capital Southwest Corporation ("CSVC"), has entered into a voting agreement (the "Voting Agreement") in connection with that certain Merger Agreement (the "Merger Agreement"), dated as of December 7, 2012, by and among Heelys, Inc. ("Heelys"), Sequential Brands Group, Inc. ("Sequential") and Wheels Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub will merge (the "Merger") with and into the Heelys, with Heelys being the surviving entity. As a result of the Merger, Sequential will acquire all of the outstanding shares of the common stock of Heelys. Pursuant to the terms of the Voting Agreement, CSVC has agreed to vote its shares of Heelys in favor of, among other things, the adoption of the Merger Agreement and against any other transaction, other than an Improved Transaction (as defined in the Voting Agreement). The terms of the Voting Agreement prohibit CSVC from, among other things, transferring its shares of Heelys stock during the term of the Voting Agreement. CSVC owns approximately 33% of the voting shares outstanding of Heelys common stock. A copy of the Voting Agreement is attached as Exhibit 99.1 to this Form 8-K. The previous voting agreement entered into by CSVC on October 22, 2012 has been terminated.

Exhibit
Number  Description
99.1    Voting Agreement dated December 7, 2012.