Kid Brands, Inc. (NYSE: KID) today announced that Mr. Hugh Rovit,
who is one of six current members of the Company's Board of
Directors, informed the Board on June 26, 2013 that, as a result of
the anticipated demands of his succession to the position of CEO of
Ellery Homestyles at the end of 2013, he will no longer seek
re-election as a director at Kid Brands' 2013 Annual Meeting of
Shareholders. Mr. Rovit's decision not to stand for re-election is
not the result of any disagreement with the Company, and he will
continue to serve as a director until the 2013 Meeting, which is
scheduled to occur on July 18, 2013. The Company and members of the
Board express their appreciation to Mr. Rovit for his service to
Kid Brands.
On June 27, 2013, the Board, following the recommendation of the
Company's Nominating and Governance Committee, nominated Mr. Jan H.
Loeb for election as a director at the 2013 Meeting in place of Mr.
Rovit. Mr. Loeb has recently expressed an interest in joining the
Board, and has consented to stand for election as a director at the
2013 Meeting and to serve, if elected.
Mr. Loeb, 54, has since 2007 been the Managing Member of Leap
Tide Capital Management LLC, a private Maryland-based capital
investment firm ("Leap Tide"), which beneficially owns (sharing
such ownership with Mr. Loeb) approximately 9% of the Company's
common stock. From 2005 to 2007, Mr. Loeb was President of Leap
Tide's predecessor, Leap Tide Capital Management Inc., which was
formerly known as AmTrust Capital Management Inc. Mr. Loeb has also
been a consultant to Pernix Therapeutics Holdings, Inc. (formerly
Golf Trust of America, Inc.), a NASDAQ-listed branded and generic
pharmaceutical products company, since August 31, 2011; he had been
a director of that company from November 2006 to August 31, 2011
and Chairman of its Audit Committee from October 2007 through
August 2011. He served as a Portfolio Manager of Chesapeake
Partners, a private Baltimore-based investment fund, from February
2004 to January 2005, as a Managing Director at Jefferies &
Company, Inc., an international investment firm, from January 2002
to December 2004, and as a Managing Director at Dresdner Kleinwort
Wasserstein, Inc. (formerly Wasserstein Perella & Co., Inc.), a
New York-based investment banking firm, from 1994 to 2001. He has
been a director of American Pacific Corp., a NASDAQ-listed
specialty chemical and pharmaceutical ingredient company, since
January 1997 (and is currently Chairman of its Audit Committee),
and a director of TAT Technologies Ltd., a NASDAQ-listed company
that provides various products and services to military and
commercial aerospace and ground defense industries, since August
2009.
As a result of the matters described above, the Company intends
to file with the SEC, and will make available at www.cfpproxy.com/5404, a Supplement (the "Supplement")
to the Proxy Statement, dated June 4, 2013 (the "Proxy Statement"),
previously furnished to shareholders of the Company in connection
with the 2013 Meeting, to be held at the Company's corporate
headquarters located at One Meadowlands Plaza, East Rutherford, New
Jersey 07073, in the first floor conference center, at 10:30 a.m.
E.D.T. on Thursday, July 18, 2013. The Supplement will update and
amend the Proxy Statement: (i) to remove all references in the
Proxy Statement to Mr. Rovit as a nominee for election as a
director at the 2013 Meeting, and to include Mr. Loeb as a nominee
for election as a director at the 2013 Meeting in his stead
(including on an amended proxy card); (ii) to provide information
relevant to the proposed election of Mr. Loeb as a director of the
Company; (iii) to set forth the treatment of votes already cast
with respect to the 2013 Meeting with respect to Proposal 1 of the
Proxy Statement (Election of Directors); and (iv) to provide
instructions on how previous votes can be re-cast, if desired, as a
result of the removal of Mr. Rovit and his replacement with Mr.
Loeb as a nominee for election as a director at the 2013 Meeting.
Any shareholder who has received a hard copy of the proxy materials
will receive a hard copy of the Supplement (including the amended
proxy card).
The Company urges shareholders to review the
Supplement carefully. To the extent a shareholder has not yet
cast his, her or its vote, or to the extent a shareholder would
like to change a vote previously cast, such shareholder should
follow the instructions provided in the Supplement and the Notice
of Internet Availability of Proxy Materials (the "Notice"),
previously mailed to our shareholders on or about June 4, 2013.
Shareholders may vote their shares via a toll-free telephone number
or over the Internet. Each of the telephone and Internet voting
platforms have been updated to reflect the amendments to the Proxy
Statement and proxy card affected by the Supplement. The Notice
also contains instructions on how to receive a paper copy of the
proxy materials (which include the Supplement and the amended proxy
card). If a shareholder requests and receives an amended proxy card
or voting instruction card by mail, such shareholder may submit
such proxy card or voting instruction card by completing, signing,
dating and mailing it in the envelope provided. Any shareholder
attending the 2013 Meeting may vote in person, even if such
shareholder has already voted via the telephone or over the
Internet or returned a proxy card or voting instruction card. A
shareholder may change his, her or its vote or revoke a proxy at
any time by providing written notification to the Corporate
Secretary of the Company at the Company's corporate headquarters in
East Rutherford, New Jersey if such notification is actually
received by the Corporate Secretary before such proxy is exercised,
by signing a later-dated proxy card that is actually received prior
to the 2013 Meeting, by submitting later-dated instructions via the
Internet or by telephone, or by attending and voting at the meeting
in person. Later-dated instructions via the Internet or by
telephone must be received by 11:59 p.m. E.D.T. on July 17, 2013 to
be effective. If a shareholder is not a record owner of shares,
such shareholder may not vote his, her or its shares in person at
the 2013 Meeting unless such shareholder requests and obtains a
valid proxy from such shareholder's broker, bank or other nominee.
Proxies which are properly submitted by shareholders and not
revoked will be voted in the manner specified. If no specification
is indicated, the proxy will be voted "FOR" each of the nominees to
the Board (Proposal 1), as revised by the
Supplement (including a vote "FOR" Mr. Loeb); "FOR" each of
the other Proposals set forth in the Proxy Statement; and in
accordance with the discretion of the proxy holders on any other
matters properly presented at the 2013 Meeting.
Kid Brands, Inc.
Kid Brands, Inc. and its subsidiaries are leaders in the design,
development and distribution of infant and juvenile branded
products. Its design-led products are primarily distributed through
mass market, baby super stores, specialty, food, drug, independent
and ecommerce retailers worldwide.
The Company's current operating subsidiaries consist of: Kids
Line, LLC; LaJobi, Inc.; Sassy, Inc.; and CoCaLo, Inc. Through
these wholly-owned subsidiaries, the Company designs, manufactures
(through third parties) and markets branded infant and juvenile
products in a number of complementary categories including, among
others: infant bedding and related nursery accessories and décor
and nursery appliances (Kids Line® and CoCaLo®); nursery furniture
and related products (LaJobi®); and developmental toys and feeding,
bath and baby care items with features that address the various
stages of an infant's early years, including the Kokopax® line of
baby gear products (Sassy®). In addition to the Company's branded
products, the Company also markets certain categories of products
under various licenses, including Carter's®, Disney®, Graco® and
Serta®. Additional information about the Company is available at
www.kidbrands.com.
Note: This press release contains certain forward-looking
statements. Additional written and oral forward-looking statements
may be made by the Company from time to time in Securities and
Exchange Commission (SEC) filings and otherwise. The Private
Securities Litigation Reform Act of 1995 provides a safe-harbor for
forward-looking statements. These forward-looking statements
include statements that are predictive in nature and depend upon or
refer to future events or conditions, and include, but are not
limited to, information regarding the status and progress of our
operating activities, the plans and objectives of our management
and assumptions regarding our future performance, operating
expenses, working capital needs, liquidity and capital
requirements, business trends and competitiveness. Forward-looking
statements include, but are not limited to, words such as
"believe", "plan", "anticipate", "estimate", "project", "may",
"planned", "potential", "should", "will", "would", "could",
"might", "possible", "contemplate", "continue", "expect", "intend",
"seek" or the negative of or other variations on these and other
similar expressions. In addition, any statements concerning future
financial performance, ongoing business strategies or prospects,
and possible future actions, are also forward-looking statements.
The Company cautions readers that results predicted by
forward-looking statements,including, without limitation, those
relating to our future business prospects, revenues, working
capital, liquidity, capital needs, interest costs and income are
subject to certain risks and uncertainties that could cause actual
results to differ materially from those indicated in the
forward-looking statements. Specific risks and uncertainties
include, but are not limited to, those set forth under Part I, Item
1A, Risk Factors, of the Company's most recent Annual Report on
Form 10-K and any subsequent Quarterly Reports on Form 10-Q, each
as filed with the SEC. Forward-looking statements are also based on
economic and market factors and the industry in which we do
business, among other things. These statements are not guarantees
of future performance. Forward-looking statements speak only as of
the date the statements are made. Except as required under the
federal securities laws and rules and regulations of the SEC, the
Company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future events or otherwise.
AT THE COMPANY Marc S. Goldfarb Senior Vice President
& General Counsel 201-405-2454 AT FTI CONSULTING
Jennifer Milan/Daniel Haykin General Information 212-850-5600
Kid Brands (CE) (USOTC:KIDBQ)
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