SUMR » Topics » Exhibits.

This excerpt taken from the SUMR 8-K filed Nov 13, 2009.
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”

 

3



 

This excerpt taken from the SUMR 8-K filed Nov 2, 2009.
Exhibits.

 

Exhibit
Number

 

 

 

 

 

99.1

 

Press release from Summer Infant, Inc., dated November 2, 2009, entitled “Summer Infant, Inc. Reports Strong Third Quarter 2009 Results”

 

3



 

These excerpts taken from the SUMR 10-K filed Apr 30, 2009.
Exhibits.

 

31.1*

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2*

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 


*  Filed herewith

 

Exhibits.



 




















31.1*



 



Certification of Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.



 



 



 



31.2*



 



Certification of Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.




 






*  Filed herewith



 



These excerpts taken from the SUMR 10-K filed Mar 25, 2009.

Exhibits.

  10.1.1**   Revolving Credit Agreement by and among Bank of America, N.A. and Summer Infant, Inc., Et al, dated April 10, 2008, as amended on June 30, 2008.

 

10.2***

 

Acquisition agreement by and between Kiddopotamus and Company and Summer Infant, Inc., dated April 18, 2008.

 

23.1*

 

Consent of Independent Registered Public Accounting Firm.

 

31.1*

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2*

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1*

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).

 

32.2*

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).

*
Filed herewith

**
Incorporated by reference to the form 8-K filed April 15, 2008

***
Incorporated by reference to the form 8-K filed April 24, 2008

Table of Contents


SIGNATURES

        Pursuant to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 25th day of March 2008.

    SUMMER INFANT, INC.

 

 

By:

 

/s/ JASON MACARI

Jason Macari
Chief Executive Officer
(Principal Executive Officer)

        In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name
 
Title
 
Date

 

 

 

 

 
/s/ JASON MACARI

Jason Macari
  Director and Chief Executive Officer
(Principal Executive Officer)
  March 25, 2009

/s/ JOSEPH DRISCOLL

Joseph Driscoll

 

Chief Financial Officer
(Principal Financial Officer)

 

March 25, 2009

/s/ STEVEN GIBREE

Steven Gibree

 

Executive Vice President of Product Development and Director

 

March 25, 2009

/s/ MARTIN FOGELMAN

Martin Fogelman

 

Director

 

March 25, 2009

/s/ MYRA HART

Myra Hart

 

Director

 

March 25, 2009

/s/ ROBERT STEBENNE

Robert Stebenne

 

Director

 

March 25, 2009

/s/ RICHARD WENZ

Richard Wenz

 

Director

 

March 25, 2009


Exhibits.






















































 10.1.1** Revolving Credit Agreement by and among Bank of America, N.A. and Summer Infant, Inc., Et al, dated April 10, 2008, as amended on June 30, 2008.

 

10.2***

 

Acquisition agreement by and between Kiddopotamus and Company and Summer Infant, Inc., dated April 18, 2008.

 

23.1*

 

Consent of Independent Registered Public Accounting Firm.

 

31.1*

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2*

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1*

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).

 

32.2*

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).










*
Filed
herewith


**
Incorporated
by reference to the form 8-K filed April 15, 2008


***
Incorporated
by reference to the form 8-K filed April 24, 2008

















































Table of Contents



NAME="gg49401_signatures">


SIGNATURES



        Pursuant to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 25th day of March 2008.

























  SUMMER INFANT, INC.


 

 

By:

 

/s/ JASON MACARI






Jason Macari
Chief Executive Officer

(Principal Executive Officer)




        In
accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.












































































Name



 
Title



 
Date





 

 


 

 


 
/s/ JASON MACARI






Jason Macari
 Director and Chief Executive Officer

(Principal Executive Officer)
 March 25, 2009

/s/ JOSEPH DRISCOLL






Joseph Driscoll

 

Chief Financial Officer

(Principal Financial Officer)

 

March 25, 2009

/s/ STEVEN GIBREE






Steven Gibree

 

Executive Vice President of Product Development and Director

 

March 25, 2009

/s/ MARTIN FOGELMAN






Martin Fogelman

 

Director

 

March 25, 2009

/s/ MYRA HART






Myra Hart

 

Director

 

March 25, 2009

/s/ ROBERT STEBENNE






Robert Stebenne

 

Director

 

March 25, 2009

/s/ RICHARD WENZ






Richard Wenz

 

Director

 

March 25, 2009
















EX-23.1
2
a2191593zex-23_1.htm
EXHIBIT 23.1







QuickLinks
-- Click here to rapidly navigate through this document









































NAME="kg49401_exhibit_23.1">


Exhibit 23.1



This excerpt taken from the SUMR 10-Q filed Nov 19, 2008.
ITEM 6. Exhibits

 

31.1 Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2 Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1 Certification of Jason Macari, Chief Executive Officer of Summer Infant, Inc., pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

32.2 Certification of Joseph Driscoll, Chief Financial Officer of Summer Infant, Inc., pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

20



Table of Contents

 

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 thereunto duly authorized.

 

 

Summer Infant, Inc.

 

 

November 19, 2008

 

 

/s/ Jason Macari

 

 

Jason Macari

 

 

Chief Executive Officer

 

 

November 19, 2008

 

 

/s/ Joseph Driscoll

 

 

Joseph Driscoll

 

Chief Financial Officer

 

21


This excerpt taken from the SUMR 10-Q filed Nov 7, 2008.
ITEM 6. Exhibits

 

31.1 Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2 Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1 Certification of Jason Macari, Chief Executive Officer of Summer Infant, Inc., pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

32.2 Certification of Joseph Driscoll, Chief Financial Officer of Summer Infant, Inc., pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

19



Table of Contents

 

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 thereunto duly authorized.

 

 

Summer Infant, Inc.

 

 

November 7, 2008

 

 

/s/ Jason Macari

 

 

Jason Macari

 

 

Chief Executive Officer

 

 

November 7, 2008

 

 

/s/ Joseph Driscoll

 

 

Joseph Driscoll

 

Chief Financial Officer

 

20


This excerpt taken from the SUMR 8-K filed Aug 12, 2008.
Exhibits.

 

Exhibit
Number

 

 

 

 

 

99.1

 

Press release from Summer Infant, Inc., dated August 7, 2008, entitled “Summer Infant, Inc. Announces Second Quarter 2008 Results”

 

 

 

99.2

 

Transcript of Conference Call held on August 7, 2008.

 

2



 

This excerpt taken from the SUMR 10-Q filed Aug 8, 2008.
ITEM 6. Exhibits

 

10.1 Ninth Amendment to the Revolving Credit Agreement (dated July 19, 2005) entered into on March 31, 2008 among the Company, Summer Infant (USA), Inc., Summer Infant Europe Limited, Summer Infant Asia Limited and Bank of America, N.A. *

 

10.2 Agreement and Plan of Merger among Summer USA, Kiddo Acquisition Co., Inc., Kiddopotamus & Company, J. Chris Snedeker, Kristen Peterson Snedeker and Thomas K. Manning entered into on April 18, 2008. **

 

31.1 Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2 Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1 Certification of Jason Macari, Chief Executive Officer of Summer Infant, Inc., pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

32.2 Certification of Joseph Driscoll, Chief Financial Officer of Summer Infant, Inc., pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 


*

Incorporated by reference to the Current Report on Form 8-K filed April 4, 2008.

**

Incorporated by reference to the Current Report on Form 8-K filed April 24, 2008.

 

 

19



Table of Contents

 

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 thereunto duly authorized.

 

 

Summer Infant, Inc.

 

 

August 8, 2008

 

 

 

 

 

 

/s/ Jason Macari

 

 

 

Jason Macari

 

 

 

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

August 8, 2008

 

 

 

 

 

 

/s/ Joseph Driscoll

 

 

 

Joseph Driscoll

 

 

 

Chief Financial Officer

 

 

 

20


This excerpt taken from the SUMR 10-Q filed May 12, 2008.

ITEM 6.    Exhibits

10.20   Credit Agreement, dated as of April 10, 2008, among Summer Infant, Inc., Summer Infant (USA), Inc., Summer Infant Europe Limited, Summer Infant Asia Limited, Summer Infant Canada Limited and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto.

31.1

 

Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

 

Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

 

Certification of Jason Macari, Chief Executive Officer of Summer Infant, Inc., pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

 

Certification of Joseph Driscoll, Chief Financial Officer of Summer Infant, Inc., pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

20



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 thereunto duly authorized.

    Summer Infant, Inc.

May 12, 2008

 

/s/  
JASON MACARI      
   
Jason Macari
Chief Executive Officer

May 12, 2008

 

/s/  
JOSEPH DRISCOLL      
   
Joseph Driscoll
Chief Financial Officer

21



This excerpt taken from the SUMR 8-K filed Mar 4, 2008.
Exhibits.

 

Exhibit

Number

 

 

 

 

 

 

 

99.1

 

Press release from Summer Infant, Inc., dated March 4, 2008,
entitled “Summer Infant, Inc. Announces Fourth Quarter and Full
Year 2007 Results”

 

 

 

2



 

 

This excerpt taken from the SUMR 8-K filed May 8, 2007.

Exhibits.

 

Exhibit   

Description

99.1    Press Release

 

3


This excerpt taken from the SUMR 8-K filed Mar 12, 2007.

Exhibits.

 

Exhibit   

Description

2.1    Agreement and Plans of Reorganization dated as of September 1, 2006, by and among KBL Healthcare Acquisition Corp. II, and its wholly owned subsidiary, SII Acquisition Corp. (“Acquisition Sub”), Summer Infant, Inc. (“SII”), Summer Infant Europe, Limited (“SIE”) and Summer Infant Asia, Ltd. (“SIA” and, collectively, with SII and SIE, the “Targets”) and the stockholders of the Targets (Included as Annex A of the Definitive Proxy Statement (No. 000-51228), filed February 13, 2007 and incorporated by reference herein)
2.2    Consent of Faith Realty, LLC to contribution of assets*
2.3    Warranty Deed dated March 1, 2007.*
3.1    Amended and Restated Certificate of Incorporation of KBL Healthcare Acquisition Corp. II (included as Annex B of the Definitive Proxy Statement (No. 000-51228), filed February 13, 2007 and incorporated by reference herein)
3.2    Bylaws (incorporated by reference from Exhibit 3.2 to the Company’s Form 8-A filed March 6, 2007)
3.3    Audit Committee Charter*
3.4    Nominating Committee Charter*
4.1    Specimen Unit Certificate (incorporated by reference from Exhibit 4.1 to the Company’s Form 8-A, Filed March 6, 2007)
4.2    Specimen Common Stock Certificate (incorporated by reference from Exhibit 4.2 to the Company’s Form 8-A, Filed March 6, 2007)
4.3    Specimen Warrant Certificate (incorporated by reference from Exhibit 4.3 to the Company’s Form 8-A, Filed March 6, 2007)
4.4    Form of Unit Purchase Option (incorporated by reference from Exhibit 4.4 to the Company’s Registration Statement on Form S-1 (File No. 333-122988) filed February 25, 2005)
4.5    Warrant Agreement (incorporated by reference from Exhibit 4.5 to the Company’s Registration Statement on Form S-1 (File No. 333-122988) filed February 25, 2005)
10.1    Voting Agreement (Included as Annex D of the Definitive Proxy Statement (No. 001-32455), filed February 13, 2007 and incorporated by reference herein)
10.2    Escrow Agreement (Included as Annex F of the Definitive Proxy Statement (No. 000-51228), filed February 13, 2007 and incorporated by reference herein)
10.3    Dr. Marlene Krauss Employment Agreement (Included as Annex N of the Definitive Proxy Statement (No. 000-51228), filed February 13, 2007 and incorporated by reference herein)


10.4    Jason Macari Employment Agreement (Included as Annex J of the Definitive Proxy Statement (No. 001-32455), filed February 13, 2007 and incorporated by reference herein)
10.5    Steven Gibree Employment Agreement (Included as Annex K of the Definitive Proxy Statement (No. 000-51228), filed February 13, 2007 and incorporated by reference herein)
10.6    Joseph Driscoll Employment Agreement (Included as Annex L of the Definitive Proxy Statement (No. 000-51228), filed February 13, 2007 and incorporated by reference herein)
10.7    Rachelle Harel Employment Agreement (Included as Annex M of the Definitive Proxy Statement (No. 000-51228), filed February 13, 2007 and incorporated by reference herein)
10.8    2006 Performance Equity Plan (Included as Annex C of the Definitive Proxy Statement (No. 000-51228), filed February 13, 2007 and incorporated by reference herein)
10.9    Form of Tax Opinion issued to KBL Healthcare Acquisition Corp. II (Included as Annex H of the Definitive Proxy Statement (No. 000-51228), filed February 13, 2007 and incorporated by reference herein)
10.10    Standard Form of Design-Build Agreement and General Conditions by and between Faith Realty, LLC and Riggs & Gallagher, Inc.*
10.11   

Construction Loan Agreement by and between the Bank of America, N.A. and Faith Realty, LLC dated December 21, 2006.*

10.12   

Secured Promissory Note made by Faith Realty in favor of Bank of America, N.A.*

10.13   

Open-End Mortgage and Security Agreement by and between Faith Realty, LLC and Bank of America, N.A. dated December 21, 2006.*

10.14   

Collateral Assignment of Leases and Rents made by Faith Realty, LLC in favor of Bank of America, N.A. dated December 21, 2006.*

10.15    Assignment of Project Contracts made by Faith Realty, LLC in favor of Bank of America, N.A. dated December 21, 2006.*
10.16    Assumption and Modification Agreement by and among Faith Realty, LLC, Summer Infant, Inc., and Bank of America, N.A. dated March 6, 2007.*
10.17    Revolving Credit Agreement by and among Bank of America, N.A. and Summer Infant, Inc., Summer Infant Europe Limited, and Summer Infant Asia Limited dated July 19, 2005, as amended on December 29, 2005, April 30, 2006, July 31 2006, and December 21, 2006.*
10.18    Secured Promissory Note made by Summer Infant, Inc., Summer Infant Europe Limited, and Summer Infant Asia Limited in favor of Bank of America, N.A.*
10.19    Security Agreement by and between Summer Infant, Inc. and Bank of America, N.A. dated July 19, 2005.*
10.20    Deed of Guarantee and Debenture between Summer Infant Europe Limited and Bank of America, N.A. dated October 28, 2005.*
10.21    Distribution and License Agreement by and between The Blanket Factory Ltd. and Summer Infant, Inc. dated February 9, 2007.*
10.22    Registration Rights Agreement by and among the Company and Jason Macari and Steven Gibree (Included as Annex G of the Definitive Proxy Statement (No. 000-51228), filed February 13, 2007 and incorporated by reference herein)
21.1    List of Subsidiaries*
99.1    Press Release announcing the Closing dated March 6, 2007*
99.2    Press Release announcing 2006 financial results for Summer Infant (USA), Inc., Summer Infant Europe, Limited, and Summer Infant Asia, Ltd.*

* Filed herewith


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