Former Summer Infant CEO disagrees with way company describes her resignation as a director

WOONSOCKET – The former CEO of Summer Infant Inc. has taken issue with a Securities and Exchange Commission form that the company filed about her departure from the juvenile-product maker’s board of directors.
Carol E. Bramson said she resigned from the company’s board on July 1 not because her colleagues threatened to seek stockholder approval to remove her, but because she disagreed with certain company actions that the directors refused to address.
Bramson wrote in a July 8 letter included with the amended 8-K filing to the SEC that the initial 8-K report was “misleading and inaccurate” and fails to describe the “circumstances representing the disagreement with management which led to my resignation as a director.”
She wrote that she expressed concern about the company’s operations and practices to Summer Infant’s counsel in late March and also wrote the board on June 5 regarding her concerns.
She said that she asked that the board appoint a special committee of independent directors, or outside professionals, to investigate the issue she had identified, including to investigate whether the litigation filed against her was in the best interest of Summer’s shareholders. She said she expressed concerns about the board’s direct involvement in company management and the level of board-directed expenses.

She wrote that the board responded by saying it would not appoint an independent committee, and concluded its response by asking for her resignation from it.
“The 8-K report fails to acknowledge this clearly-articulated disagreement regarding company operations which led to my resignation. Rather, the report inaccurately suggests that the board’s June 29 request that I resign resulted solely from the allegations in Summer’s complaint, which had been filed a month earlier, and ignores my June 5 letter to the board,” Bramson wrote.

She goes on to say that she always acted in the best interest of the company, that she has not formed a new company to compete with Summer and has not used any confidential information of Summer’s to compete with the company.
Summer, as part of the amended filing, wrote, “The company disagrees with the assertions in the response letter which appear unrelated to her resignation from the board.”
The amended filing also states that the company said her resignation was not forthcoming until the company threatened to request that its stockholders consider a vote to oust her as a director.
Bramson is being accused by Summer Infant of violating contractual obligations, and conspiring with two other former employees to intentionally steal confidential and proprietary information and property to set up a competing juvenile products company.

Summer Infant filed the lawsuit against Bramson in May, two weeks after the company announced that Bramson had resigned as CEO, but would continue to serve on the board.
The board said its members – excluding Bramson – unanimously asked her to step down from the board on June 10, and when she didn’t resign, the board warned her that further action would be taken.
The company is seeking injunctive relief, return of company’s confidential proprietary information and other compensatory and punitive damages, according to federal filings.
Other individuals named in the lawsuit are Annamaria Dooley, the company’s former senior vice president of product development, who resigned May 15; Kenneth N. Price, former president of global sales and marketing, a position he held until May 27; and Carson J. Darling and Dulcie Madden, employees of Rest Devices Inc., a Summer Infant consultant.
On May 20, Summer Infant said it discovered the alleged plan when Dooley sent an email to Bramson and “seemingly inadvertently” sent one to her former corporate email address at Summer, which the company had been monitoring since her abrupt resignation to avoid any business disruption.
“That email exposes defendant’s conspiracy to steal the very heart of Summer’s intellectual property,” according to the lawsuit.

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