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DESCRIPTION OF COMMON STOCK

The following is a description of the material terms and provisions of our common stock. It may not contain all the information that is important to you. You can access complete information by referring to our amended and restated certificate of incorporation and bylaws, each as amended to date, which we refer to as our “certificate of incorporation” and “bylaws.”

General

We are a Delaware corporation.  Under our certificate of incorporation, we have authority to issue 100,000,000 shares of common stock, par value $.0001 per share.  As of December 10, 2009, there were 15,356,707 shares of common stock issued and outstanding.  All shares of common stock will, when issued, be duly authorized, fully paid and nonassessable.  Accordingly, the full price for the outstanding shares of common stock will have been paid at issuance and any holder of our common stock will not be later required to pay us any additional money for such common stock.

In addition, as of December 10, 2009:

·there were an aggregate of 2,009,600 shares of our common stock subject to outstanding stock options at a weighted average exercise price of $3.70 per share;

·660,900 shares of our common stock were reserved for future issuances under the Summer Infant, Inc. 2006 Performance Equity Plan; and

·242,250 shares of unvested restricted stock are subject to outstanding awards.

Dividends

Subject to the prior rights of any series of preferred stock which may from time to time be outstanding, the holders of our common stock are entitled to receive such dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.  In the event we are liquidated, dissolved or our affairs are wound up, after we pay or make adequate provision for all of our known debts and liabilities, each holder of common stock will receive dividends pro rata out of assets that we can legally use to pay distributions, subject to any rights that are granted to the holders of any class or series of preferred stock.

Voting Rights

Holders of common stock will have the exclusive power to vote on all matters presented to our stockholders, including the election of directors, except as otherwise provided by Delaware law or as provided with respect to any other class or series of stock.  Holders of common stock are entitled to one vote per share.  There is no cumulative voting in the election of our directors, which means that, subject to any rights to elect directors that are granted to the holders of any class or series of preferred stock, a plurality of the votes cast at a meeting of stockholders at which a quorum is present is sufficient to elect a director.

Other Rights

Subject to the preferential rights of any other class or series of stock, all shares of common stock have equal dividend, distribution, liquidation and other rights, and have no preference, appraisal or exchange rights, except for any appraisal rights provided by Delaware law.  Furthermore, holders of

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common stock have no conversion, sinking fund or redemption rights, or preemptive rights to subscribe for any of our securities.

Transfer Agent

The transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company.  Its address is 7 Battery Place, New York, New York 10004-1123.

Listing

Our common stock is listed on the Nasdaq Capital Market under the symbol “SUMR.”

DESCRIPTION OF PREFERRED STOCK

The following is a description of the material terms and provisions of our preferred stock. It may not contain all the information that is important to you. You can access complete information by referring to our certificate of incorporation and bylaws and to any applicable amendment to the certificate of incorporation designating terms of a series of preferred stock, including, without limitation, certificates of designation.

General

Under our certificate of incorporation, we have authority to issue 1,000,000 shares of preferred stock, par value $.0001 per share.

We do not have any shares of preferred stock outstanding as of the date of this prospectus.  Shares of preferred stock may be issued from time to time, in one or more series, as authorized by our board of directors.  Prior to the issuance of shares of each series, the board of directors is required by the Delaware General Corporation Law and our certificate of incorporation to fix, for each series, the designations, powers and preferences and the relative, participating, optional or other special rights of the shares of each series and any qualifications, limitations and restrictions thereof, as are permitted by Delaware law.  Our board of directors could authorize the issuance of shares of preferred stock with terms and conditions that could have the effect of discouraging a takeover or other transactions that holders of common stock might believe to be in their best interests or in which holders of some, or a majority, of the shares of common stock might receive a premium for their shares over the then market price of such shares of common stock.  When issued, the preferred stock will be fully paid and nonassessable.

Terms

If we decide to issue any preferred stock pursuant to this prospectus, we will describe in a prospectus supplement the terms of the preferred stock, including, if applicable, the following:

·the title of the series and stated value;

·the number of shares of the series of preferred stock offered, the liquidation preference per share, if applicable, and the offering price;

·the applicable dividend rate(s) or amount(s), period(s) and payment date(s) or method(s) of calculation thereof;

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·the date from which dividends on the preferred stock will accumulate, if applicable;

·any procedures for auction and remarketing;

·any provisions for a sinking fund;

·any applicable provision for redemption and the price or prices, terms and conditions on which preferred stock may be redeemed;

·any securities exchange listing;

·any voting rights and powers;

·whether interests in the preferred stock will be represented by depository shares;

·the terms and conditions, if applicable, of conversion into shares of our common stock, including the conversion price or rate or manner of calculation thereof;

·a discussion of any material U.S. federal income tax considerations;

·the relative ranking and preference as to dividend rights and rights upon our liquidation, dissolution or the winding up of our affairs;

·any limitations on issuance of any series of preferred stock ranking senior to or on a parity with such series of preferred stock as to dividend rights and rights upon our liquidation, dissolution or the winding up of our affairs; and

·any other specific terms, preferences, rights, limitations or restrictions of such series of preferred stock.

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DESCRIPTION OF WARRANTS

We may issue warrants for the purchase of common stock, preferred stock, depositary shares or units.  Warrants may be issued independently or together with common stock, preferred stock, depositary shares or units, and the warrants may be attached to or separate from such securities.  We may issue warrants directly or under a warrant agreement to be entered into between us and a warrant agent. We will name any warrant agent in the applicable prospectus supplement. Any warrant agent will act solely as our agent in connection with the warrants of a particular series and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants.

The following is a description of the general terms and provisions of any warrants we may issue and may not contain all the information that is important to you. You can access complete information by referring to the applicable prospectus supplement. In the applicable prospectus supplement, we will describe the terms of the warrants and any applicable warrant agreement, including, where applicable, the following:

·the offering price and aggregate number of warrants offered;

·the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security;

·the date on and after which the warrants and the related securities will be separately transferable;

·the number of shares of common stock, preferred stock, depositary shares or units, as the case may be, purchasable upon the exercise of one warrant and the price at which these securities may be purchased upon such exercise;

·the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;

·the terms of any rights to redeem or call the warrants;

·any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;

·the dates on which the right to exercise the warrants will commence and expire;

·the manner in which the warrant agreement and warrants may be modified;

·a discussion of any material U.S. federal income tax considerations;

·the terms of the securities issuable upon exercise of the warrants; and

·any other specific terms, preferences, rights or limitations of or restrictions on the warrants.

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DESCRIPTION OF PURCHASE CONTRACTS

We may issue purchase contracts, including contracts obligating holders to purchase from us, and for us to sell to holders, a specific or varying number of shares of common stock or preferred stock, depositary shares, warrants, or any combination of the above, at a future date or dates.  Alternatively, the purchase contracts may obligate us to purchase from holders, and obligate holders to sell to us, a specific or varying number of shares of common stock or preferred stock, depositary shares, warrants, or any combination of the above.  The price of the securities subject to the purchase contracts may be fixed at the time the purchase contracts are issued or may be determined by reference to a specific formula described in the purchase contracts.  We may issue purchase contracts separately or as a part of units, each consisting of a purchase contract and one or more of the other securities described in this prospectus or securities of third parties, including U.S. Treasury securities, securing the holder’s obligations under the purchase contract.  If we issue a purchase contract as part of a unit, the applicable prospectus supplement will state whether the purchase contract will be separable from the other securities in the unit before the purchase contract settlement date.  The purchase contracts may require us to make periodic payments to holders or vice versa and the payments may be unsecured or pre-funded on some basis.  The purchase contracts may require holders to secure the holder’s obligations in a manner specified in the applicable prospectus supplement, and in certain circumstances, we may deliver newly issued prepaid purchase contracts, often known as prepaid securities, upon release to a holder of any collateral securing such holder’s obligations under the original purchase contract.

The applicable prospectus supplement will describe the terms of any purchase contracts in respect of which this prospectus is being delivered, including, to the extent applicable, the following:

·whether the purchase contracts obligate the holder or us to purchase or sell, or both purchase and sell, the securities subject to purchase under the purchase contract, and the nature and amount of each of those securities, or the method of determining those amounts;

·whether the purchase contracts are to be prepaid or not;

·whether the purchase contracts will be issued as part of a unit and, if so, the other securities comprising the unit;

·whether the purchase contracts are to be settled by delivery, or by reference or linkage to the value, performance, or level of the securities subject to purchase under the purchase contract;

·a discussion of any material U.S. federal income tax considerations;

·any acceleration, cancellation, termination, or other provisions relating to the settlement of the purchase contracts; and

·whether the purchase contracts will be issued in fully registered or global form.

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DESCRIPTION OF RIGHTS

We may issue rights to purchase common stock, preferred stock, depositary shares warrants that we may offer to our securityholders.  The rights may or may not be transferable by the persons purchasing or receiving the rights.  In connection with any rights offering, we may enter into a standby underwriting or other arrangement with one or more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such rights offering.  Each series of rights will be issued under a separate rights agent agreement to be entered into between us and a bank or trust company, as rights agent, that we will name in the applicable prospectus supplement.  The rights agent will act solely as our agent in connection with the rights and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights.

The prospectus supplement relating to any rights that we offer will include specific terms relating to the offering, including, among other matters:

·the date of determining the security holders entitled to the rights distribution;

·the aggregate number of rights issued and the aggregate number of shares of common stock, preferred stock, depositary shares or warrants purchasable upon exercise of the rights;

·the exercise price;

·the conditions to completion of the rights offering;

·the date on which the right to exercise the rights will commence and the date on which the rights will expire; and

·a discussion of any material U.S. federal income tax considerations.

Each right would entitle the holder of the rights to purchase for cash the amount of shares of common stock, preferred stock, depositary shares or warrants at the exercise price set forth in the applicable prospectus supplement.  Rights may be exercised at any time up to the close of business on the expiration date for the rights provided in the applicable prospectus supplement.  After the close of business on the expiration date, all unexercised rights will become void.

If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than our security holders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.

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DESCRIPTION OF UNITS

The following description, together with the additional information we include in any applicable prospectus supplement, summarizes the material terms and provisions of the units that we may offer under this prospectus.  Units may be offered independently or together with common stock, preferred stock, depositary shares and/or warrants offered by any prospectus supplement, and may be attached to or separate from those securities.

While the terms we have summarized below will generally apply to any future units that we may offer under this prospectus, we will describe the particular terms of any series of units that we may offer in more detail in the applicable prospectus supplement.  The terms of any units offered under a prospectus supplement may differ from the terms described below.

We will incorporate by reference into the registration statement of which this prospectus is a part the form of unit agreement, including a form of unit certificate, if any, that describes the terms of the series of units we are offering before the issuance of the related series of units.  The following summaries of material provisions of the units and the unit agreements are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement applicable to a particular series of units.  We urge you to read the applicable prospectus supplements related to the units that we sell under this prospectus, as well as the complete unit agreements that contain the terms of the units.

General

We may issue units consisting of common stock, preferred stock, depositary shares, warrants, or any combination thereof.  Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit.  Thus, the holder of a unit will have the rights and obligations of a holder of each included security.  The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time, or at any time before a specified date.

We will describe in the applicable prospectus supplement the terms of the series of units, including the following:

·the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

·a discussion of any material U.S. federal income tax considerations;

·any provisions of the governing unit agreement that differ from those described below; and

·any provisions for the issuance, payment, settlement, transfer, or exchange of the units or of the securities comprising the units.

The provisions described in this section, as well as those described under “Description of Common Stock,” “Description of Preferred Stock,” “Description of Depositary Shares,” “Description of Warrants,” “Description of Purchase Contracts” and “Description of Units” will apply to each unit and to any common stock, preferred stock, depositary share or warrant included in each unit, respectively.

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The existence of authorized but unissued shares of preferred stock may enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise. For example, if in the due exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal is not in the best interests of us or our stockholders, our board of directors could cause shares of preferred stock to be issued without stockholder approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquirer or insurgent stockholder or stockholder group. In this regard, our certificate of incorporation grants our board of directors broad power to establish the rights and preferences of authorized and unissued shares of preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common stock. The issuance may also adversely affect the rights and powers, including voting rights, of these holders and may have the effect of delaying, deterring or preventing a change in control of us.

Section 203 of the Delaware General Corporation Law

We are subject to the provisions of Section 203 of the Delaware General Corporation Law (“DGCL”).  In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a three-year period following the time that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner.  A “business combination” includes, among other things, a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder.  An “interested stockholder” is a person who, together with affiliates and associates, owns, or did own within three years prior to the determination of interested stockholder status, 15% or more of the corporation’s voting stock.  Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:

·before the stockholder became interested, the board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

·upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances; or

·at or after the time the stockholder became interested, the business combination was approved by the board of directors of the corporation and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

The existence of this provision may have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. Section 203 may also discourage attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

These provisions of Delaware law and our certificate of incorporation could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

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PLAN OF DISTRIBUTION

We may sell the securities being offered hereby in one or more of the following ways from time to time:

·through agents to the public or to investors;

·to one or more underwriters or dealers for resale to the public or to investors;

·in “at the market offerings,” within the meaning of Rule 415(a)(4) of the Securities Act of 1933, as amended, to or through a market maker or into an existing trading market, or an exchange or otherwise;

·directly to investors in privately negotiated transactions; or

·through a combination of these methods of sale.

The securities that we distribute by any of these methods may be sold, in one or more transactions, at:

·a fixed price or prices, which may be changed;

·market prices prevailing at the time of sale;

·prices related to prevailing market prices; or

·negotiated prices.

We will set forth in a prospectus supplement the terms of the offering of our securities, including:

·the name or names of any agents or underwriters;

·the purchase price of our securities being offered and the proceeds we will receive from the sale;

·any over-allotment options under which underwriters may purchase additional securities from us;

·any agency fees or underwriting discounts and commissions and other items constituting agents’ or underwriters’ compensation;

·the public offering price;

·any discounts or concessions allowed or reallowed or paid to dealers; and

·any securities exchanges on which such common stock may be listed.

Underwriters

Underwriters, dealers and agents that participate in the distribution of the securities may be

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WHERE YOU CAN FIND MORE INFORMATION

We are a reporting company and file annual, quarterly and current reports, proxy statements and other informationdocuments with the Securities and Exchange Commission.SEC. You may read and copy any document we file with the SEC at the Public Reference Room (Room 1580),SEC’s public reference room at 100 F Street, N.W.N.E., Room 1580, Washington, D.C.DC 20549. You may also obtainshould call 1-800-SEC-0330 for more information on the operationsoperation of the Public Reference Room by callingpublic reference room. Our SEC filings are also available to you on the SECSEC’s Internet site at 1-800-SEC-0330.http://www.sec.gov.  The SEC maintains a website (www.sec.gov) thatSEC’s Internet site contains the reports, proxy and information statements, and other information regarding issuers that we file electronically with the SEC.

This prospectus is part of a registration statement that we filed with the SEC. The registration statement contains more information than this prospectus regarding us and the securities,our common stock, including certain exhibits and schedules. You can obtain a copy of the registration statement from the SEC at the address listed above address or from the SEC’s Internet site.

Our internetInternet address is www.summerinfant.com. We haveThe information on our Internet website is not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this document. Our web address is included in this document as an inactive textual reference only.prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference”“incorporate” into this prospectus information contained in documents that we file with the SEC whichin other documents. This means that we can disclose important information to you by referring you to those other documents.documents that contain that information. Any information that we incorporate by reference is considered part of this prospectus. The informationdocuments and reports that we list below are incorporated by reference is an important partinto this prospectus (other than any portions of such documents that are not deemed “filed” under the Exchange Act in accordance with the Exchange Act and applicable SEC rules). In addition, all documents and reports which we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus are incorporated by reference in this prospectus as of the respective filing dates of these documents and informationreports (other than any portions of such documents that are not deemed “filed” under the Exchange Act in accordance with the Exchange Act and applicable SEC rules). Statements contained in documents that we file later with the SEC and that are incorporated by reference in this prospectus will automatically update and supersede information contained in this information. We incorporateprospectus, including information in previously filed documents or reports that have been incorporated by reference in this prospectus, to the documents listed below and any futureextent the new information differs from or is inconsistent with the old information.

12We have filed the following documents with the SEC. These documents are incorporated herein by reference as of their respective dates of filing:

(1)Our Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2008;

(2)Our Quarterly Reports on Form 10-Q, as amended, for the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009;

(3)Our Current Reports on Form 8-K filed with the SEC on March 27, 2009, May 27, 2009, July 16, 2009, August 5, 2009, November 2, 2009 and November 13, 2009;

(4)Our Definitive Proxy Statement on Schedule 14A filed with the SEC on May 11, 2009;

(5)Our Form 8-A filed with the SEC on March 6, 2007;

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filings we will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the termination of this offering:

(1)  Our Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC on March 25, 2009;

(2)  Our Current Report on Form 8-K filed on March 27, 2009.

(3)  (6)All of our filings pursuant to the Exchange Act after the date of filing of the initial registration statement and prior to the effectiveness of the registration statement.statement; and

(4)  (7)The description of our Common Stockcommon stock contained in our Registration Statement on Form 8-A filed with the SEC on March 6, 2007, includingand any amendmentamendments or reportreports filed for the purpose of updating suchthat description.

You may request orally or in writing, a copy of these documents, which will be provided to you at no cost, by contacting:

Summer Infant, Inc.

Commission File No. 001-33346

1275 Park East Drive

Woonsocket, Rhode IslandRI 02895

Attention: Joseph Driscoll, Chief Financial OfficerAttn: Corporate Secretary

(401) 671-6550

13You should rely only on the information contained in this prospectus, including information incorporated by reference as described above, or any prospectus supplement that we have specifically referred you to. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents or that any document incorporated by reference is accurate as of any date other than its filing date. You should not consider this prospectus to be an offer or solicitation relating to the securities in any jurisdiction in which such an offer or solicitation relating to the securities is not authorized. Furthermore, you should not consider this prospectus to be an offer or solicitation relating to the securities if the person making the offer or solicitation is not qualified to do so, or if it is unlawful for you to receive such an offer or solicitation.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEMItem 14.                                                    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTIONOther Expenses of Issuance and Distribution.

The following table sets forth all costs and expenses to be incurred by Summer Infant, Inc. in connection with the preparation and filing of this Registration Statement. All amounts shown are estimates except for the SEC registration fee. We will pay all expenses in connection with the issuance and distribution of the shares of common stocksecurities being registered hereby,are set forth in the following table (all amounts except for the fees and expenses of any counsel and other advisors that any selling stockholders may employ to represent them in connection with the offering and any brokerage or underwriting discounts or commissions paid to broker-dealers in connection with the sale of the shares.registration fee are estimated):

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ITEMItem 15.                                                    INDEMNIFICATION OF DIRECTORS AND OFFICERSIndemnification of Directors and Officers.

TheOur certificate of incorporation and bylaws provide that we will indemnify, to the fullest extent permitted by the DGCL, each director or officer of our company, whom we refer to as an “Indemnitee.”  Such indemnification includes payment by us, in advance of the final disposition of a civil or criminal action, suit, or proceeding, of expenses incurred by a director or officer in defending such action, suit, or proceeding upon receipt of any undertaking by or on behalf of such director or officer to repay such payment if it is ultimately determined that he or she is not entitled to be indemnified by us.

Section 145 of the Delaware General Corporation law provides:

(a) ALaw (“DGCL”) empowers a Delaware corporation mayto indemnify any personpersons who wasare, or is a party or isare threatened to be made, a partyparties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of thesuch corporation), by reason of the fact that hesuch person was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee, or agent of another corporation partnership, joint venture, trust or other enterprise, againstenterprise.  The indemnity may include expenses (including attorney’sattorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, if heprovided that such officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests, of the corporation, and, with respect to anyfor criminal action or proceeding,proceedings, had no reasonable cause to believe his conduct was unlawful. The terminationillegal.  A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation in the performance of his duty.  Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director actually and reasonably incurred.

Under Delaware law, to the extent that an Indemnitee is successful on the merits in defense of a suit or proceeding brought against him or her by judgment, order,reason of the fact that he or she is or was a director, officer, or agent of our company, or serves or served any other enterprise or organization at the request of our company, we shall indemnify him or her against expenses (including attorneys’ fees) actually and reasonably incurred in connection with such action.

If unsuccessful in defense of a third-party civil suit or a criminal suit, or if such a suit is settled, an Indemnitee may be indemnified under Delaware law against both (i) expenses, including attorney’s fees, and (ii) judgments, fines, and amounts paid in settlement conviction,if he or upon a pleas of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not actshe acted in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation,our company, and, with respect to any criminal action, or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

(b) A corporation may indemnify any person who was or isIf unsuccessful in defense of a party or is threatened to be made a party to any threatened, pending or completed action or suit brought by or in the right of our company, where the corporation to procure a judgment in its favor by reason of the fact that hesuit is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprisesettled, an Indemnitee may be indemnified under Delaware law only against expenses (including attorney’sattorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action,the defense or settlement of the suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of our company except that if the corporation,Indemnitee is adjudged to be liable for negligence or misconduct in the performance of his or her duty to our company, he or she cannot be made whole even for expenses unless a court determines that he or she is fully and with respectreasonably entitled to anyindemnification for such expenses.

Also under Delaware law, expenses incurred by an officer or director in defending a civil or criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding may be paid by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not actour company in good faith and in a manner which he reasonably believed to be in or not opposed to the best interestsadvance of the corporation, and, with respect to any criminalfinal disposition of the suit, action, or proceeding had reasonable causeupon receipt of an undertaking by or on behalf of the officer or director to believerepay such amount if it is ultimately determined that his conduct was unlawful.he or she is not entitled to be indemnified by our company.  We may also advance expenses incurred by other employees and agents of our company upon such terms and conditions, if any, that our board of directors of the registrant deems appropriate.

(c) To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by

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him in connection therewith. 8 Del.C. Sec. 145 Delaware’s Corporation law also provides that a corporation’s certificate of incorporation may contain:

(7) A provision eliminating or limitingReference is made to “Undertakings,” below, for the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director: (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under section 174 of this title; or (iv) for any transaction from which the director for any act or omission occurring prior to the date when such provision becomes effective. All referencesregistrant’s undertakings in this paragraph to a director shall also be deemed to refer to a member of the governing body of a corporation which is not authorized to issue capital stock. 8 Del.C. Sec.102(7).

The Company’s Amended and Restated Certificate of Incorporation provides that a director shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty except for: (a) any breach of the director’s duty of loyalty to the Company or its stockholders, (b) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the Delaware General Corporation Act provisions imposing joint and several liability for improper distributions to stockholders or loans to officers or directors, or (d) transactions from which a director derived an improper personal benefit.

The Company’s By-Laws require the Company to indemnify all officers, directors, employees and agents of the Company against all liabilities and expenses they may incur on account of all actions threatened or brought against them by reason of their services to the Company or to another entity at the request of the Company if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and,registration statement with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Insofar as indemnification forof liabilities arising under the Securities Act of 1933, may be permitted to directors, officers or controlling persons, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company) is asserted by such directors, officers or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court or appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.amended.

ITEMItem 16.                                                    EXHIBITSExhibits.

The exhibits listed in the Exhibit Index immediately preceding the exhibits are filed as part of this Registration Statement.Statement on Form S-3.

ITEMItem 17.                                                    UNDERTAKINGSUndertakings.

The undersigned registrantRegistrant hereby undertakes:

(1)                                  To file, during any period in which it offers or sells securities,sales are being made, a post-effective amendment to this registration statement:Registration Statement:

(i)                                    To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii)                                 To reflect in the prospectus any facts or events arising after the effective date of the registration statementthis Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.this Registration Statement.  Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20%20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;Registration Statement; and

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(i)If the Registrant is relying on Rule 430B:

(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii)If the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)    That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities:

The undersigned Registrant undertakes that in a primary offering of securities of such undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of

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the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv)Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’sRegistrant’s annual report pursuant to sectionSection 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this registration statementRegistration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnification provisions described herein, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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EXHIBIT INDEX

*       Filed herewith.

**           To be subsequently filed by amendment or as an exhibit to a document to be incorporated or deemed to be incorporated by reference to this registration statement, including a Current Report on Form 8-K.