UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant
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appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Soliciting Material Pursuant to §240.14a-12
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KID BRANDS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 26, 2013
KID BRANDS, INC.
(Exact Name of Registrant as Specified in Charter)
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New Jersey
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1-8681
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22-1815337
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One Meadowlands Plaza, 8
th
Floor,
East Rutherford, New Jersey
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07073
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (201) 405-2400
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
Mr. Hugh Rovit, who is one of six current members of the Board of Directors
(the Board) of Kid Brands, Inc. (the Company), 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 to the Board at the Companys 2013 Annual Meeting of Shareholders (the 2013 Meeting). Mr. Rovits 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 members of the Board express their deepest appreciation to Mr. Rovit for his dedicated service to the Company.
On June 27, 2013, the Board, following the recommendation of the Companys 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 Companys common stock. From 2005 to 2007, Mr. Loeb was President of Leap
Tides 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 Companys 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, all of which is detailed in the press release attached hereto as Exhibit 99.1 (and incorporated
by reference herein). 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).
Section 8 Other Events
Item 8.01 Other Events
On June 28, 2013, the Company issued a press release
announcing, among other things, Mr. Rovits decision not to continue to stand for re-election at the 2013 Meeting, the Boards determination to nominate Mr. Loeb in his stead, and the impact of such events on the Companys
proxy materials and related voting process.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed with this report:
Exhibit 99.1 Press Release, dated June 28, 2013, announcing, among other things, Mr. Rovits decision not to continue to stand for re-election
at the 2013 Meeting, the Boards determination to nominate Mr. Loeb in his stead, and the impact of such events on the Companys proxy materials and related voting process.
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 hereunto duly authorized.
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Date: June 28, 2013
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KID BRANDS, INC.
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By:
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/s/ Marc S. Goldfarb
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Marc S. Goldfarb
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Senior Vice President and
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General Counsel
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Exhibit Index
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Exhibit No.
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Document
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99.1
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Press Release, dated June 28, 2013, announcing, among other things, Mr. Rovits decision not to continue to stand for re-election at the 2013 Meeting, the Boards
determination to nominate Mr. Loeb in his stead, and the impact of such events on the Companys proxy materials and related voting process.
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Exhibit 99.1
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AT THE COMPANY
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AT FTI CONSULTING
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Marc S. Goldfarb
Senior Vice President & General Counsel
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Jennifer Milan / Daniel Haykin
General Information
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201-405-2454
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212-850-5600
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FOR IMMEDIATE RELEASE
KID BRANDS ANNOUNCES CHANGE IN DIRECTOR NOMINEE SLATE
Board Nominates
Jan Loeb to Replace Board Member and Former Board Nominee Hugh Rovit, Who Will No Longer Seek
Re-Election Due to Demands
of New Position
East Rutherford, N.J. June 28, 2013 Kid Brands, Inc. (NYSE: KID) today announced that Mr. Hugh Rovit,
who is one of six current members of the Companys 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. Rovits 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 Companys 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 Companys common stock. From 2005 to 2007, Mr. Loeb was President of Leap Tides 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 Companys 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 Companys 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 shareholders 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
e-commerce retailers worldwide.
The Companys 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 infants early years, including the Kokopax
®
line of baby gear products (Sassy
®
). In addition to the Companys branded products, the Company also markets certain categories of products under various licenses, including Carters
®
, Disney
®
, Graco
®
and Serta
®
. Additional information about the Company is available at
www.kidbrands.com
.
2
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
Companys 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.
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