Amended Annual Report (10-k/a)
March 22 2019 - 5:08PM
Edgar (US Regulatory)
QuickLinks
-- Click here to rapidly navigate through this document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
|
|
|
(Mark One)
|
|
|
ý
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended December 29, 2018
|
Or
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period
from to
|
Commission File No. 001-33346
SUMMER INFANT, INC.
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
(State or other jurisdiction of
incorporation)
|
|
20-1994619
(I.R.S. Employer
Identification No.)
|
1275 Park East Drive, Woonsocket, Rhode Island
(Address of principal executive offices)
|
|
02895
(Zip Code)
|
(401) 671-6550
(Registrant's telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
|
|
|
Title of each class
|
|
Name of exchange on which registered
|
Common Stock, Par Value $0.0001
|
|
Nasdaq Capital Market
|
Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes
o
No
ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes
o
No
ý
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes
ý
No
o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes
ý
No
o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is
not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company, or emerging
growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
|
|
|
|
|
|
|
Large accelerated filer
o
|
|
Accelerated filer
o
|
|
Non-accelerated filer
ý
|
|
Smaller reporting company
ý
Emerging growth company
o
|
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes
o
No
ý
The aggregate market value of the registrant's voting and non-voting common equity held by non-affiliates as of June 30, 2018, was $11.8 million. For
purposes of this computation, all officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such
officers, directors, or 10% beneficial owners are, in fact, affiliates of the registrant.
The
number of shares issued and outstanding of the registrant's common stock as of February 19, 2019 was 18,820,602 (excluding unvested restricted shares that have been issued to
employees).
DOCUMENTS INCORPORATED BY REFERENCE
Portions
of the registrant's Proxy Statement for its 2019 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.
EXPLANATORY NOTE
This Amendment No. 1 to Annual Report on Form 10-K (the "Amendment") amends our previously filed Annual Report on Form 10-K
for the fiscal year ended December 29, 2018, filed with the Securities and Exchange Commission on February 20, 2019 (the "Form 10-K"). This amendment is being filed solely to
correct certain clerical errors on the cover page of the Form 10-K, including to correct the number of shares of common stock outstanding as of February 19, 2019.
This
Amendment includes new certifications by our Principal Executive Officer and Principal Financial Officer as exhibits 31.1, 31.2, 32.1 and 32.2. Except as expressly set forth
above, this Amendment does not, and does not purport to, amend, update or restate the information in any other item of the Form 10-K or reflect any events that have occurred after the filing of
the Form 10-K. This Amendment consists solely of the amended cover page, this explanatory note, the signature page and the certifications and XBRL required to be filed as exhibits hereto.
PART IV
Item 15. Exhibits and Financial Statement Schedules
-
(b)
-
Exhibits
The
exhibits listed in the "Index to Exhibits" below are filed as part of this Amendment No. 1 to Annual Report on Form 10-K.
Index to Exhibits
SIGNATURES
Pursuant to the requirements of Section 13 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 22nd day of March 2019.
|
|
|
|
|
|
|
SUMMER INFANT, INC.
|
|
|
By:
|
|
/s/ MARK MESSNER
Mark Messner,
Chief Executive Officer
(Principal Executive Officer)
|
|
|
By:
|
|
/s/ PAUL FRANCESE
Paul Francese,
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
QuickLinks
EXPLANATORY NOTE
PART IV
Index to Exhibits
SIGNATURES
Summer Infant (NASDAQ:SUMR)
Historical Stock Chart
From Aug 2024 to Sep 2024
Summer Infant (NASDAQ:SUMR)
Historical Stock Chart
From Sep 2023 to Sep 2024