Table of Contents

Intellectual property claims relating to our products could increase our costs and adversely affect our business.USE OF PROCEEDS

WeUnless otherwise indicated in the prospectus supplement, we currently intend to use the estimated net proceeds from the sale of securities offered by this prospectus for working capital and other general corporate purposes, and possibly, acquisitions of other companies or products.  Working capital and other general corporate purposes may include repayment or repurchase of debt obligations, research and development expenditures, capital expenditures, operating and administrative expenditures, and any other purpose that we may specify in any prospectus supplement.  While we have no current plans for any specific acquisitions at this time, we believe opportunities may exist from time to time received claimsto expand our current business through acquisitions of alleged infringementother companies or products.  We have not determined the amount of patents relatingnet proceeds to certainbe used specifically for any of the foregoing purposes.  Accordingly, our products,management will have broad discretion and flexibility in applying the net proceeds from the sale of these securities.  Pending any use as described above, we may face similar claimsintend to invest the net proceeds in the future. These claims relate to alleged patent infringement and are primarily the result of newly issued patents that were not in force when we initially brought the subject products to market. The defense of intellectual property claims can be costly and time consuming, even in circumstances where the claim is without merit. We may be required to pay substantial damages or settlement costs in order to resolve these types of claims. In addition, these claims could materially harm our brand name, reputation and operations.high-quality, short-term, interest-bearing securities.

We rely on foreign suppliers in China to manufacture the majority of our products, and any adverse change in our relationship with our suppliers could harm our business.DESCRIPTION OF SECURITIES WE MAY OFFER

We rely on numerous third-party suppliers locatedmay issue from time to time, in China forone or more offerings the manufacture of most of our products. While we believe that alternative suppliers could be located if required, our product sourcing could be affected if any of these suppliers do not continue to manufacture our products in required quantities or at all, or with the required levels of quality. We enter into purchase orders with our foreign suppliers and do not enter into any long term contracts. In addition, difficulties encountered by these suppliers, such as fire, accident, natural disasters, outbreaks of contagious diseases, or political unrest, could halt or disrupt production at the affected locations, resulting in delay or cancellation of orders. Any of these events could result in delayed deliveries by us of our products, causing reduced sales and harm to our reputation and brand name.

In particular, in 2008, our suppliers based in China faced significant additional costs, as a result of raw materials shortages, the further strengthening of the Chinese currency (“RMB”) versus the US dollar, rising labor rates and increases in energy prices. While we anticipate being able to pass on some portion of these increased costs to our customers, continued cost pressures on our suppliers will inevitably be passed on to us

Increases in the cost of materials or labor used to manufacture our products could decrease our profitability and therefore negatively impact our business and financial condition.

Because our products are manufactured by third-party suppliers, we do not directly purchase the materials used in the manufacture of our products. However, the prices paid by us to these suppliers could increase if raw materials, labor, or other costs increase. If we cannot pass these increases along to our customers, our profitability will be adversely affected.

Because we rely on foreign suppliers and we sell in to foreign markets, we are subject to numerous risks associated with international business that could increase our costs or disrupt the supply of our products, resulting in a negative impact on our business and financial condition.

Our international operations subject us to risks, including:following securities:

· economic and political instability,shares of common stock;

· restrictive actions by foreign governments,shares of preferred stock;

· greater difficulty enforcing intellectual property rights and weaker laws protecting intellectual property rights,warrants exercisable for debt securities, common stock or preferred stock;

· changes in import duties or import or export restrictions,debt securities;

· timely shippingsubscription rights to purchase any of product and unloading of product through West Coast ports, as well as timely truck delivery to our warehouses,

· complications complying with the laws and policies of the United States affecting the importation of goods, including duties, quotas, and taxes,such securities; and

· complicationsunits of debt securities, common stock, preferred stock, rights or warrants, in complying with trade and foreign tax laws.any combination.

AnyThis prospectus contains a summary of these eventsthe material general terms of the various securities that we may offer.  The specific terms of the securities will be described in a prospectus supplement or circumstances could disruptinformation incorporated by reference, which may be in addition to or different from the supply of our productsgeneral terms summarized in this prospectus.  Where applicable, the prospectus supplement or increase our expenses.

Product liability, product recalls, and other claimsinformation incorporated by reference will also describe any material United States federal income tax considerations relating to the usesecurities offered and indicate whether the securities offered are or will be listed on any securities exchange.  The summaries contained in this prospectus and in any prospectus supplements or information incorporated by reference may not contain all of our products could increase our costs.the information that you would find useful.  Accordingly, you should read the actual documents relating to any securities sold pursuant to this prospectus.  See “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” for information about how to obtain copies of those documents.

Because we sell infantThe terms of any particular offering, the initial offering price and juvenile health, safety and wellness productsthe net proceeds to consumers, we face product liability risksus will be contained in the prospectus supplement or information incorporated by reference relating to the use of our products. We also must comply with a variety of product safety and product testing regulations. If we face a product liability claim or fail to comply with these regulations, we may be subject to costly litigations, damage awards, fines or settlement costs that exceed our insurance coverage. We also would incur significant costs in connectionsuch offering.

63

Table of Contents

Preferred Stock

Shares of preferred stock may be issued from time to time, in one or more series, and enable usour board of directors is authorized to leverage our competitive strengths. The integration of acquired companiesdetermine the designation and their operations into our operations involves afix the number of risks, including:shares of each series.  Our board of directors is further authorized to fix and determine the dividend rate, premium or redemption rates, conversion rights, voting rights, preferences, privileges, restrictions and other rights granted to or imposed upon any wholly unissued series of our preferred stock.

Prior to the issuance of shares of a series of our preferred stock, our board of directors, without stockholder approval, will adopt resolutions and file a certificate of designation regarding the series of preferred stock with the State of Delaware and the SEC.  The certificate of designation will fix for each series the designation and number of shares and the rights, preferences, privileges and restrictions of the shares including the following:

·the acquired business may experience losses that could adversely affect our profitability;maximum number of shares in the series and the designation;

· unanticipated costs relating tovoting rights, if any, of the integration of acquired businesses may increase our expenses;preferred stock;

· possible failure to obtain any necessary consentsthe dividend rates, periods and/or payment dates or methods of calculation applicable to the transfer of licenses or other agreements of the acquired company;preferred stock;

· possible failure to maintain customer, licensorwhether dividends are cumulative or non-cumulative, and other relationships afterif cumulative, the closing ofdate from which dividends on the transaction of the acquired company;preferred stock will accumulate;

· difficulties in achieving planned cost-savingsthe relative ranking and synergies may increasepreferences of the preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of our expenses or decrease our net sales;affairs;

· diversionthe terms and conditions, if applicable, upon which the preferred stock will be convertible into common stock, another series of management’s attention could impair their abilitypreferred stock, or any other class of securities being registered hereby, including the conversion price (or manner of calculation) and conversion period;

·the provisions for redemption, if applicable, of the preferred stock;

·the provisions for a sinking fund, if any, for the preferred stock;

·liquidation preferences;

·any limitation on the issuance of any class or series of preferred stock ranking senior to effectively manageor on a parity with the class or series of preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of our business operations;affairs; and

· unanticipated managementany other specific terms, preferences, rights, limitations or operational problems or liabilities may adversely affect our profitability and financial condition.restrictions of the preferred stock.

There shall be no limitation or restriction on any variation between any of the different series of preferred stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof.  The several series of preferred stock may, except as otherwise expressly provided in any prospectus supplement or document incorporated by reference, as applicable, vary in any and all respects as fixed and determined by the resolution or resolutions of our board of directors, providing for the issuance of the various series; provided, however,

5

Table of Contents

Amendments to Bylaws

Our board of directors is expressly authorized in our Certificate of Incorporation to alter or repeal our Bylaws, subject to the provisions of the Bylaws.  Our Bylaws may be amended by our board of directors, or by the affirmative vote of a majority of the outstanding shares of our common stock entitled to vote on the amendment.

Delaware Takeover Statues

We are subject to Section 203 of the DGCL, an anti-takeover law.  In general, Section 203 prohibits a publicly-held, Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder, unless:

· issuancesPrior to the date of dilutive equity securities,the transaction, the board of directors of the corporation approved either the business combination or the transaction which may be sold at a discount to market price;resulted in the stockholder becoming an interested stockholder;

· useThe stockholder owned at least 85% of significant amountsthe voting stock of cash;the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (a) shares owned by persons who are directors and also officers, and (b) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

·On or subsequent to the incurrencedate of debt;the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

Generally, a business combination includes 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, within three years prior to the determination of interested stockholder status, did own, 15% or more of a corporation’s outstanding voting securities.  We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance.  We also anticipate that 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, our Certificate of Incorporation and our Bylaws 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.

7

Table of Contents

DESCRIPTION OF WARRANTS

General

We may issue warrants to purchase common stock, preferred stock, debt securities or units, or any combination of these securities.  Warrants may be issued independently or together with our common stock, preferred stock, debt securities or units, and may be attached to, or separate from, any offered securities.  We may also issue a series of warrants under a separate warrant agreement to be entered into between us and a warrant agent.  The warrant agent will act solely as our agent in connection with the warrants of such series and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants.

The following description is a summary of selected provisions relating to the warrants that we may issue. The summary is not complete.  When warrants are offered in the future, a prospectus supplement, information incorporated by reference or free writing prospectus as applicable, will explain the particular terms of those securities and the extent to which these general provisions may apply.  The specific terms of the warrants as described in a prospectus supplement information or incorporated by reference will supplement and, if applicable, may modify or replace the general terms described in this section.

This summary and any description of warrants in the applicable prospectus supplement or information incorporated by reference is subject to and is qualified in its entirety by reference to all the provisions of any specific warrant document or agreement, which we will file with the SEC for incorporation by reference into this prospectus.  See “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” for information on how to obtain a copy of a warrant document when it is filed.

When we refer to a series of warrants, we mean all warrants issued as part of the same series under the applicable warrant agreement.

Terms

The applicable prospectus supplement or information incorporated by reference may describe the terms of any warrants that we may offer, including but not limited to the following:

·the title of the warrants;

·the assumptiontotal number of significant liabilities;warrants;

· unfavorable financing terms;the price or prices at which the warrants will be issued;

· large one-time expenses;the date on which the right to exercise the warrants will commence and the date on which the right will expire;

·whether the creation of intangible assets, including goodwill, the write-down of which may resultwarrants will be issued in significant charges to earnings.

Our debt covenants may limit our ability to complete acquisitions, incur debt, make investments, sell assets, mergeregistered form or complete other significant transactions.

Our line of credit includes provisions that place limitations on a number of our activities, including our ability to:

· incur additional debt;bearer form;

· create liens on our assets or make guarantees;information with respect to book-entry procedures, if any;

7·if applicable, the minimum or maximum amount of warrants that may be exercised at any one time;

·if applicable, the designation and terms of the underlying securities with which the warrants are issued and the number of warrants issued with each underlying security;

9

Table of Contents

· make certain investments or loans;if applicable, the date on and after which the warrants and the related underlying securities will be separately transferable;

· pay dividends; orif applicable, a discussion of material United States federal income tax considerations;

· disposeif applicable, the terms of or sell assets or enter into a merger or similar transaction.

We could issue additional common stock, which might dilute the book value of our common stock.

Our board of directors has authority, without action or vote of our stockholders in most cases, to issue all or a part of our authorized but unissued shares. These stock issuances could be made at a price that reflects a discount from the then-current trading price of our common stock. In addition, to raise capital, we may need to issue securities that are convertible into or exchangeable for a significant amount of our common stock. These issuances would dilute current shareholders’ ownership percentage which would have the effect of reducing their influence on matters on which stockholders vote, and could dilute the book value of Summer Infant common stock. Stockholders may incur additional dilution if holders of stock options, whether currently outstanding or subsequently granted, exercise their options, or if warrant holders exercise their warrants to purchase shares of Summer Infant common stock.

As a “thinly-traded” stock, large sales can place downward pressure on our stock price.

Our common stock experiences periods when it could be considered “thinly traded.” Finance transactions resulting in a large amount of newly issued shares that become readily tradable, or other events that cause current stockholders to sell shares, could place downward pressure on the trading price of our stock. In addition, the lack of a robust resale market may require a stockholder to sell a large number of shares in increments over time to mitigate any adverse impactredemption of the sales on the market price of our stock.

Anti-takeover provisions in our organizational documents and Delaware law may limit the ability of our stockholders to control our policies and effect a change of control of our company and may prevent attempts by our stockholders to replace or remove our current management, which may not be in your best interests.

There are provisions in our certificate of incorporation and bylaws that may discourage a third party from making a proposal to acquire us, even if some of our stockholders might consider the proposal to be in their best interests, and may prevent attempts by our stockholders to replace or remove our current management. These provisions include the following:

· our certificate of incorporation provides for three classes of directors with the term of office of one class expiring each year, commonly referred to as a staggered board. By preventing stockholders from voting on the election of more than one class of directors at any annual meeting of stockholders, this provision may have the effect of keeping the current members of our board of directors in control for a longer period of time than stockholders may desire;warrants;

· our certificatethe identity of incorporation authorizes our boardthe warrant agent, if any;

·the procedures and conditions relating to the exercise of directors to issue shares of preferred stock without stockholder approval and to establish the preferences and rights of any preferred stock issued, which would allow the board to issue one or more classes or series of preferred stock that could discourage or delay a tender offer or change in control;warrants; and

· our bylaws require advance written noticeany other terms of stockholder proposalsthe warrants, including terms, procedures, and director nominations.limitations relating to the exchange and exercise of the warrants.

Additionally, we are subjectWarrant Agreements

We may issue the warrants in one or more series under one or more warrant agreements, each to Section 203be entered into between us and a bank, trust company, or other financial institution as warrant agent.  We may add, replace, or terminate warrant agents from time to time.  We may also choose to act as our own warrant agent, or may choose one of our subsidiaries to do so.

The warrant agent under a warrant agreement will act solely as our agent in connection with the warrants issued under that agreement.  The warrant agent will not assume any obligation or relationship of agency or trust for or with any holders of those warrants.  Any holder of warrants may, without the consent of any other person, enforce by appropriate legal action, on its own behalf, its right to exercise those warrants in accordance with their terms.  Until the warrant is properly exercised, no holder of any warrant will be entitled to any rights of a holder of the Delaware General Corporation Law, which, in general, imposes restrictionswarrant property purchasable upon acquirersexercise of 15% or more of our stock. Finally, the board of directors may in the future adopt other protective measures, such as a stockholder rights plan, which could delay, deter or prevent a change of control.warrant.

The global economic downturn could result in a reduced demand for our productsForm, Exchange, and increased volatility in our stock price.Transfer

Current uncertaintyWe may issue the warrants in registered form or bearer form.  Warrants issued in registered form, i.e., book-entry form, will be represented by a global economic conditions posesecurity registered in the name of a riskdepository, which will be the holder of all the warrants represented by the global security.  Those investors who own beneficial interests in a global warrant will do so through participants in the depository’s system, and the rights of these indirect owners will be governed solely by the applicable procedures of the depository and its participants.  In addition, we may issue warrants in non-global form, i.e., bearer form.  If any warrants are issued in non-global form, warrant certificates may be exchanged for new warrant certificates of different denominations, and holders may exchange, transfer, or exercise their warrants at the warrant agent’s office or any other office indicated in the applicable prospectus supplement, information incorporate by reference or free writing prospectus.

Prior to the overall economy as consumersexercise of their warrants, holders of warrants exercisable for debt securities will not have any of the rights of holders of the debt securities purchasable upon such exercise and retailers may deferwill not be entitled to payments of principal (or premium, if any) or choose not to make purchases in response to tighter credit and negative financial news, which could negatively affect demand for our products. Additionally, dueinterest, if any, on the debt securities purchasable upon such exercise.  Prior to the weak economic conditions and tightened credit environment, someexercise of our retailers and distributors maytheir warrants, holders of warrants exercisable for shares of preferred stock or common stock will not have any rights of holders of the same purchasing power, leadingpreferred stock or common stock purchasable upon such exercise and will not be entitled to lower purchasesdividend payments, if any, or voting rights of our products for placement into distribution channels. Consequently, demand for our products could be materially different from expectations, which could negatively affect our profitability and cause ourthe preferred stock price to decline.or common stock purchasable upon such exercise.

810

Table of Contents

DESCRIPTION OF DEBT SECURITIES

Our debt securities may be issued from time to time in one or more series and may include senior debt securities, subordinated debt securities, convertible debt securities and exchangeable debt securities. The particular terms of any series of debt securities and the extent to which the general provisions may apply to a particular series of debt securities will be described in the prospectus supplement relating to that series.  When describing any debt securities, references to “we,” “us” and “our” refer to the issuer of those debt securities and not to any of its subsidiaries.

The debt securities we offer will be issued under an indenture between us and the trustee named in the indenture.  You should also read the indenture under which the debt securities are to be issued.  We have filed a form of indenture governing different types of debt securities with the SEC as an exhibit to the registration statement of which this prospectus is a part.  The following summary of the indenture does not purport to be complete and is subject to, and qualified in its entirety by reference to, all of the provisions of the indenture, including definitions therein of certain terms.  A form of each debt security, reflecting the specific terms and provisions of that series of debt securities, will be filed with the SEC in connection with each offering and will be incorporated by reference in the registration statement of which this prospectus forms a part.  You may obtain a copy of the indenture and any form of debt security that has been filed in the manner described under “Where You Can Find More Information.”

For a comprehensive description of any series of debt securities being offered to you pursuant to this prospectus, you should read this prospectus and the applicable prospectus supplement, indenture and form of debt security.

General Terms of the Indenture

The indenture does not limit the amount of debt securities that we may issue.  The indenture does provide that we may issue debt securities up to the principal amount that we may authorize, which may be in any currency or currency unit that we may designate.  Except for the limitations on consolidation, merger and sale of all or substantially all of our assets contained in the indenture, the terms of the indenture do not contain any covenants or other provisions designed to give holders of any debt securities protection against changes in our operations, financial condition or transactions involving us.  For each series of debt securities, any restrictive covenants for those debt securities will be described in the applicable prospectus supplement for those debt securities.

We may issue the debt securities issued under the indenture as “discount securities,” which means they may be sold at a discount below their stated principal amount.  These debt securities, as well as other debt securities that are not issued at a discount, may, for United States federal income tax purposes, be treated as if they were issued with “original issue discount,” or OID, because of interest payment and other characteristics.  Special United States federal income tax considerations applicable to debt securities issued with original issue discount will be described in more detail in any applicable prospectus supplement.

The prospectus supplement relating to a particular series of debt securities will describe the terms of the debt securities offered by that prospectus supplement and by this prospectus, including the following:

·the title and authorized denominations of the debt securities;

·any limit on the aggregate principal amount of that series of debt securities;

12

Table of Contents

·the date or dates on which principal and premium, if any, of the debt securities of that series is payable;

·interest rates, and the dates from which interest, if any, on the debt securities of that series will accrue, and the dates when interest is payable and the maturity;

·the right, if any, to extend the interest payment periods and the duration of the extensions;

·the guarantors, if any, of our obligations under the debt securities;

·if the amount of payments of principal or interest is to be determined by reference to an index or formula, or based on a coin or currency other than that in which the debt securities are stated to be payable, the manner in which these amounts are determined and the calculation agent, if any, with respect thereto;

·the place or places where and the manner in which principal of, premium, if any, and interest, if any, on the debt securities of that series will be payable and the place or places where those debt securities may be presented for transfer and, if applicable, conversion or exchange;

·the period or periods within which, the price or prices at which, the currency or currencies in which, and other terms and conditions upon which those debt securities may be redeemed, in whole or in part, at our option or the option of a holder of those securities, if we or a holder is to have that option;

·our obligation or right, if any, to redeem, repay or purchase those debt securities pursuant to any sinking fund or analogous provision or at the option of a holder of those securities, and the terms and conditions upon which the debt securities will be redeemed, repaid or purchased, in whole or in part, pursuant to that obligation;

·the terms, if any, on which the debt securities of that series and any guarantees thereof will be subordinate in right and priority of payment to our other debt;

·the denominations in which those debt securities will be issuable;

·if other than the entire principal amount of the debt securities when issued, the portion of the considerationprincipal amount payable upon acceleration of maturity as a result of a default on our obligations;

·whether those debt securities will be issued in fully registered form without coupons or in a form registered as to principal only with coupons or in bearer form with coupons;

·whether any securities of that series are to be issued in whole or in part in the form of one or more global securities and the depositary for those global securities;

·if other than United States dollars, the currency or currencies in which payment of principal of or any premium or interest on those debt securities will be payable;

·if the principal of or any premium or interest on the debt securities of that series is to be payable, or is to be payable at our election or the election of a holder of those securities, in securities or other property, the type and amount of those securities or

13

Table of Contents

other property, or the manner of determining that amount, and the period or periods within which, and the terms and conditions upon which, any such election may be made;

·the events of default and covenants relating to the debt securities that are in addition to, modify or delete those described in this prospectus;

·conversion or exchange provisions, if any, including conversion or exchange prices or rates and adjustments thereto;

·whether and upon what terms the debt securities may be defeased, if different from the provisions set forth in the indenture;

·the nature and terms of any security for any secured debt securities;

·the terms applicable to any debt securities issued at a discount from their stated principal amount; and

·any other specific terms of any debt securities.

The applicable prospectus supplement will present material United States federal income tax considerations for holders of any debt securities and the securities exchange or quotation system on which any debt securities are to be listed or quoted.

Conversion or Exchange Rights

Debt securities may be convertible into or exchangeable for shares of our common stock or other securities.  The terms and conditions of conversion or exchange will be stated in the applicable prospectus supplement.  The terms will include, among others, the following:

·the conversion or exchange price;

·the conversion or exchange period;

·provisions regarding our ability or the ability of any holder to convert or exchange the debt securities;

·events requiring adjustment to the conversion or exchange price; and

·provisions affecting conversion or exchange in the event of our redemption of the debt securities.

Consolidation, Merger or Sale

The terms of the indenture prevent us from consolidating or merging with or into, or conveying, transferring or leasing all or substantially all of our assets to, any person, unless (i) we are the surviving corporation or the successor corporation or person to which our assets are conveyed, transferred or leased is organized under the laws of the United States, any state of the United States or the District of Columbia and it expressly assumes our obligations under the debt securities and the indenture, and (ii) immediately after completing such a transaction, no event of default under the indenture, and no event that, after notice or lapse of time or both, would become an event of default under the indenture, has occurred and is

14

Table of Contents

continuing.  When the person to whom our assets are conveyed or transferred has assumed our obligations under the debt securities and the indenture, we will be discharged from all our obligations under the debt securities and the indenture except in limited circumstances.

This covenant would not apply to any recapitalization transaction, a change of control affecting us or a highly leveraged transaction, unless the transaction or change of control were structured to include a merger or consolidation or conveyance, transfer or lease of all or substantially all of our assets.

Events of Default

The indenture provides that the following will be “events of default” with respect to any series of debt securities:

·failure to pay interest for 30 days after the date payment is due and payable;

·failure to pay principal or premium, if any, on any debt security when due, either at maturity, upon any redemption, by declaration or otherwise;

·failure to make sinking fund payments when due and continuance of such default for a period of 30 days;

·failure to perform other covenants for 60 days after notice of such default or breach and request for it to be remedied;

·events in bankruptcy, insolvency or reorganization relating to us; or

·any other event of default provided in the applicable officer’s certificate, resolution of our board of directors or the supplemental indenture under which we issue a series of debt securities.

An event of default for a particular series of debt securities does not necessarily constitute an event of default for any other series of debt securities issued under the indenture.  For each series of debt securities, any modifications to the above events of default will be described in the applicable prospectus supplement for those debt securities.

The indenture provides that if an event of default specified in the first, second, third, fourth or sixth bullets above occurs and is continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series may declare the principal amount of all those debt securities (or, in the case of discount securities or indexed securities, that portion of the principal amount as may be specified in the terms of that series) to be due and payable immediately. If an event of default specified in the fifth bullet above occurs and is continuing, then the principal amount of all those debt securities (or, in the case of discount securities or indexed securities, that portion of the principal amount as may be specified in the terms of that series) will be due and payable immediately, without any declaration or other act on the part of the trustee or any holder. In certain cases, the holders of a majority in principal amount of the outstanding debt securities of any series may, on behalf of holders of all those debt securities, waive any past default and consequences of such default.

The indenture imposes limitations on suits brought by holders of debt securities against us.  Except for actions for payment of overdue principal or interest, no holder of debt securities of any series may institute any action against us under the indenture unless:

15

Table of Contents

·the holder has previously given to the trustee written notice of a continuing default;

·the holders of at least 25% in principal amount of the outstanding debt securities of the affected series have requested that the trustee institute the action;

·the requesting holders have offered the trustee indemnity for the costs, expenses and liabilities that may be incurred by bringing the action;

·the trustee has not instituted the action within 60 days of the request and offer of indemnity; and

·the trustee has not received inconsistent direction by the selling stockholdersholders of a majority in principal amount of the outstanding debt securities of the affected series.

We will be required to file annually with the trustee a certificate, signed by one of our officers, stating whether or not the officer knows of any default by us in the performance, observance or fulfillment of any condition or covenant of the indenture.

Discharge, Defeasance and Covenant Defeasance

We can discharge or decrease our obligations under the indenture as stated below.

We may discharge obligations to holders of any series of debt securities that have not already been delivered to the trustee for cancellation and that have either become due and payable or are by their terms to become due and payable, or are scheduled for redemption, within one year.  We may effect a discharge by irrevocably depositing with the trustee cash or government obligations denominated in the currency of the debt securities, as trust funds, in an amount certified to be enough to pay when due, whether at maturity, upon redemption or otherwise, the principal of, and any premium and interest on, the debt securities and any mandatory sinking fund payments.

Unless otherwise provided in the applicable prospectus supplement, we may also discharge certain of our obligations to holders of any series of debt securities at any time, which we refer to as defeasance.  We may also be released from the obligations imposed by certain covenants of outstanding series of debt securities and provisions of the indenture, and we may omit to comply with those covenants without creating an event of default under the indenture, which we refer to as covenant defeasance.  We may effect defeasance and covenant defeasance only if, among other things:

·we irrevocably deposit with the trustee cash or government obligations denominated in the currency of the debt securities, as trust funds, in an amount certified by a nationally recognized firm of independent certified accountants to be enough to pay at maturity, or upon redemption, the principal (including any mandatory sinking fund payments) of, and any premium and interest on, all outstanding debt securities of the series; and

·we deliver to the trustee an opinion of counsel to the effect that the holders of the series of debt securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the defeasance or covenant defeasance and that defeasance or covenant defeasance will not otherwise alter the holders’ U.S. federal income tax treatment of principal, and any premium and interest payments on, the series of debt securities.

16

Table of Contents

In the case of a defeasance by us, the opinion we deliver must be based on a ruling of the Internal Revenue Service issued, or a change in U.S. federal income tax law occurring, after the date of the indenture.

Although we may discharge or decrease our obligations under the indenture as described in the preceding paragraphs, we may not discharge certain enumerated obligations, including but not limited to, our duty to register the transfer or exchange of any series of debt securities, to replace any temporary, mutilated, destroyed, lost or stolen series of debt securities or to maintain an office or agency in respect of any series of debt securities.

Modification of the Indenture

The indenture provides that we and the trustee may enter into supplemental indentures without the consent of the holders of debt securities to, among other things:

·evidence the assumption by a successor entity of our obligations;

·add to our covenants for the benefit of the holders of debt securities, or to surrender any rights or power conferred upon us;

·add any additional events of default;

·cure any ambiguity or correct any inconsistency or defect in the indenture provided that it does not adversely affect the interests of the holders of any outstanding debt securities in any material respect;

·add to, change or eliminate any of the provisions of the indenture in a manner that will become effective only when there is no outstanding debt security which is entitled to the benefit of the provision as to which the modification would apply;

·add guarantees to or secure any debt securities;

·establish the forms or terms of debt securities of any series;

·evidence and provide for the acceptance of appointment by a successor trustee and add to or change any of the provisions of the indenture as is necessary for the administration of the trusts by more than one trustee;

·add to or change any provision of the indenture as is necessary to permit or facilitate the issuance of debt securities in bearer form;

·change the location of (i) payment of principal, premium or interest; (ii) surrender of the debt securities for registration, transfer or exchange and (iii) notices and demands to or upon us;

·supplement any provision of the indenture to permit or facilitate the defeasance and discharge of any debt securities provided that it does not adversely affect the interests of the holders of any outstanding debt securities in any material respect;

·conform the terms of any debt securities to the description of such debt securities in the prospectus and prospectus supplement offering the debt securities provided that it

17

Table of Contents

does not adversely affect the interests of the holders of any outstanding debt securities in any material respect;

·eliminate any provision that was required at the time we entered into the indenture but, as a result of an amendment to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), is no longer required;

·modify, eliminate or add to the provisions of the indenture to effect or evidence any change required by an amendment to the Trust Indenture Act; and

·make any other provisions with respect to matters or questions arising under the indenture as long as the new provisions do not adversely affect the interests of the holders of any outstanding debt securities of any series created prior to the modification in any material respect.

Any provision of the indenture shall automatically be deemed to have been modified, eliminated or added to the extent required to be made as a result of an amendment to the Trust Indenture Act.

The indenture also provides that we and the trustee may, with the consent of the holders of not less than a majority in aggregate principal amount of debt securities of each series of debt securities affected by such supplemental indenture then outstanding, add any provisions to, or change in any manner, eliminate or modify in any way the provisions of, the indenture or any supplemental indenture or modify in any manner the rights of the holders of the debt securities.  We and the trustee may not, however, without the consent of the holder of each outstanding debt security affected thereby:

·extend the final maturity of any debt security;

·reduce the principal amount or premium, if any;

·reduce the rate or extend the time of payment of interest;

·change the method of calculating the rate of interest in a manner adverse to the holders of any outstanding debt securities;

·reduce the amount of the principal of any debt security issued with an original issue discount that is payable upon acceleration;

·change the currency in which the principal, and any premium or interest, is payable;

·impair the right to institute suit for the enforcement of any payment on any debt security when due;

·if applicable, adversely affect the right of a holder to convert or exchange a debt security; or

·reduce the percentage of holders of debt securities of any series whose consent is required for any modification of the indenture or for waivers of compliance with or defaults under the indenture with respect to debt securities of that series.

The indenture provides that the holders of not less than a majority in aggregate principal amount of the then outstanding debt securities of any series, by notice to the trustee, may on behalf of the holders of the debt securities of that series waive any default and its consequences under the indenture except:

18

Table of Contents

·a default in the payment of the principal of or premium or interest on any such debt security; or

·a default in respect of a covenant or provision of the indenture that cannot be modified or amended without the consent of the holder of each outstanding debt security of each series affected.

Registered Global Securities and Book Entry System

The debt securities of a series may be issued in whole or in part in book-entry form and may be represented by one or more fully registered global securities.  We will deposit any registered global securities with a depositary or with a nominee for a depositary identified in the applicable prospectus supplement or with its custodian and such global securities shall be registered in the name of such depositary or nominee.  In such case, we will issue one or more registered global securities denominated in an amount equal to the aggregate principal amount of all of the debt securities of the series to be issued and represented by such registered global security or securities.  This means that we will not issue certificates to each holder.

Unless and until it is exchanged in whole or in part for debt securities in definitive registered form, a registered global security may not be transferred except as a whole:

·by the depositary for the registered global security to its nominee;

·by a nominee of the depositary to the depositary or another nominee of the depositary; or

·by the depositary or its nominee to a successor of the depositary or a nominee of the successor.

The prospectus supplement relating to a series of debt securities will describe the specific terms of the depositary arrangement involving any portion of the series represented by a registered global security.  We anticipate that the following provisions will apply to all depositary arrangements for debt securities:

·ownership of beneficial interests in a registered global security will be limited to persons that have accounts with the depositary for such registered global security, these persons being referred to as “participants,” or persons that may hold interests through participants;

·upon the issuance of a registered global security, the depositary for the registered global security will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal amounts of the debt securities represented by the registered global security beneficially owned by the participants;

·any dealers, underwriters or agents participating in the distribution of the debt securities will designate the accounts to be credited; and

·ownership of beneficial interest in the registered global security will be shown on, and the transfer of the ownership interest will be effected only through, records maintained by the depositary for the registered global security for interests of

19

Table of Contents

participants, and on the records of participants for interests of persons holding through participants.

The laws of some states may require that specified purchasers of securities take physical delivery of the securities in definitive form.  These laws may limit the ability of those persons to own, transfer or pledge beneficial interests in registered global securities.

So long as the depositary for a registered global security, or its nominee, is the registered owner of the registered global security, the depositary or such nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by the registered global security for all purposes under the indenture.  Except as stated below, owners of beneficial interests in a registered global security:

·will not be entitled to have the debt securities represented by a registered global security registered in their names;

·will not receive or be entitled to receive physical delivery of the debt securities in the definitive form; and

·will not be considered the owners or holders of the debt securities under the indenture.

Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for the registered global security and, if the person is not a participant, on the procedures of a participant through which the person owns its interest, to exercise any rights of a holder under the indenture.

We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled to give or take under the indenture, the depositary for the registered global security would authorize the participants holding the relevant beneficial interests to give or take the action, and the participants would authorize beneficial owners owning through the participants to give or take the action or would otherwise act upon the instructions of beneficial owners holding through them.

We will make payments of principal and premium, if any, and interest, if any, on debt securities represented by a registered global security registered in the name of a depositary or its nominee to the depositary or its nominee, as the case may be, as the registered owners of the registered global security.

Neither we nor the trustee, or any other agent of ours or the trustee will be responsible or liable for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

We expect that the depositary for any debt securities represented by a registered global security, upon receipt of any payments of principal and premium, if any, and interest, if any, in respect of the registered global security, will immediately credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the registered global security as shown on the records of the depositary.  We also expect that standing customer instructions and customary practices will govern payments by participants to owners of beneficial interests in the registered global security held through the participants, as is now the case with the securities held for the accounts of customers in

20

Table of Contents

DESCRIPTION OF SUBSCRIPTION RIGHTS

The following is a general description of the terms of the subscription rights we may issue from time to time.  Particular terms of any subscription rights we offer will be described in the prospectus supplement relating to such subscription rights, and may differ from the terms described herein.

We may issue subscription rights to purchase common stock, preferred stock, debt securities or warrants to purchase those securities.  These subscription rights may be issued independently or together with any other security offered hereby and may or may not be transferable by the stockholder receiving the subscription rights in such offering. In connection with any offering of subscription rights, we may enter into a standby arrangement with one or more underwriters or other purchasers pursuant to which the underwriters or other purchasers may be required to purchase any securities remaining unsubscribed for after such offering.

The applicable prospectus supplement will describe the specific terms of any offering of subscription rights for which this prospectus is being delivered, including the following:

·whether common stock, preferred stock, debt securities or warrants to purchase those securities will be offered under the stockholder subscription rights;

·the price, if any, for the subscription rights;

·the exercise price payable for each security upon the exercise of the subscription rights;

·the number of subscription rights issued to each stockholder;

·the number and terms of the securities which may be purchased per each subscription right;

·the extent to which the subscription rights are transferable;

·any other terms of the subscription rights, including the terms, procedures and limitations relating to the exchange and exercise of the subscription rights;

·the date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights shall expire;

·the extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities;

·if appropriate, a discussion of material U.S. federal income tax considerations; and

·if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the Transaction.  Immediately afteroffering of subscription rights.

The description in the consummationapplicable prospectus supplement of any subscription rights we offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable subscription rights certificate or subscription rights agreement, which will be filed with the SEC if we offer subscription rights.

23

Table of Contents

DESCRIPTION OF UNITS

General

We may issue units consisting of common stock, preferred stock, debt securities or warrants, or any combination of these securities.  Each unit will be issued so that the holder of the Transaction James Chris Snedeker was employedunit is also the holder of each security included in the unit.  As a result, 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.

The following description is a summary of selected provisions relating to units that we may offer. The summary is not complete.  When units are offered in the future, a prospectus supplement or information incorporated by usreference, as Vice Presidentapplicable, will explain the particular terms of New Business Developmentthose securities and Kristen Peterson Snedeker was employedthe extent to which these general provisions may apply.  The specific terms of the units as described in a prospectus supplement or information incorporated by usreference will supplement and, if applicable, may modify or replace the general terms described in this section.

This summary and any description of units in the applicable prospectus supplement or information incorporated by reference is subject to and is qualified in its entirety by reference to the unit agreement, collateral arrangements and depositary arrangements, if applicable.  We will file these documents with the SEC for incorporation by reference into this prospectus, as Vice Presidentapplicable.  See “Where You Can Find More Information” and “Incorporation of Product Development- Soft Lines,Certain Information by Reference” for information on how to obtain a copy of a document when it is filed.

We will describe in the applicable prospectus supplement or information incorporated by reference the terms of the series of units being offered, including:

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

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

·whether the units will be issued in such capacities until their voluntary employment terminations on April 17, 2009.fully registered or global form; and

·any other terms of the units.

The applicable provisions described in this section, as well as those described under “Description of Capital Stock,” “Description of Warrants” and “Description of Debt Securities” will apply to each unit and to each security included in each unit, respectively.

24

Table of Contents

PLAN OF DISTRIBUTION

Each selling stockholderWe may sell the securities through underwriters or dealers, through agents, directly to one or more purchasers, through rights offerings, or otherwise.  We will describe the terms of the offering of the securities in a prospectus supplement, information incorporated by reference or free writing prospectus, including:

·the name or names of underwriters, if any;

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

·any underwriting discounts and other items constituting underwriters’ compensation;

·any initial public offering price;

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

·any securities exchange or market on which the securities may be listed.

Only underwriters we name in the prospectus supplement, information incorporated by reference or free writing prospectus are underwriters of their pledgees, donees, assignees and successors-in-interestthe securities offered thereby.

The distribution of securities may be effected, from time to time, sell anyin one or all of his, her or its sharesmore transactions, including:

·block transactions (which may involve crosses) and transactions on the NasdaqThe NASDAQ Capital Market or any other stock exchange,organized market or trading facility on whichwhere the shares are traded or in private transactions.  These salessecurities may be at fixed or negotiated prices.  A selling stockholder may use any one or more of the following methods when selling shares:traded;

·                  ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

·                  block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·purchases by a broker-dealer as principal and resale by the broker-dealer for its account;own account pursuant to a prospectus supplement;

·                  an exchange distributionordinary brokerage transactions and transactions in accordance with the rules of the applicable exchange;which a broker-dealer solicits purchasers;

·                  privately negotiated transactions;sales “at the market” to or through a market maker or into an existing trading market, on an exchange or otherwise; and

·                  settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

·                  broker-dealers may agree with the selling stockholdersin other ways not involving market makers or established trading markets, including direct sales to sell a specified number of shares at a stipulated price per share;

·purchasers.                  through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

·                  a combination of any of these methods of sale; or

·                  any other method permitted pursuant to applicable law.

The selling stockholderssecurities may also sell shares under Rule 144 underbe sold at a fixed price or prices, which may be changed, or at market prices prevailing at the Securities Acttime of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers engagedsale, at prices relating to the prevailing market prices or at negotiated prices.  The consideration may be cash or another form negotiated by the parties.  Agents, underwriters or broker-dealers may be paid compensation for offering and selling stockholdersthe securities.  That compensation may arrange for other brokers-dealersbe in the form of discounts, concessions or commissions to participate in sales.  Broker-dealers may receive commissionsbe received from us or discounts from the selling stockholders (or, if any broker-dealer acts as agent forpurchasers of the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions or discounts may be less than or in excess of those customarysecurities.  Dealers and agents participating in the types of transactions involved.

In connection with the sale of shares, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short salesdistribution of the shares in the course of hedging the positions they assume.  The selling stockholders may also sell shares short and deliver these shares to close out their short positions, or loan or pledge shares to broker-dealers that in turn may sell these shares.  The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to that broker-dealer or other financial institution of shares offered by this prospectus, which shares that broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect that transaction).

The selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with those sales.  In that event, any commissionsunderwriters, and compensation received by those broker-dealers or agents and any profitthem on the resale of the shares purchased by themsecurities may be deemed to be underwriting discounts and commissions under the Securities Act.  If such dealers or agents were deemed to be underwriters, they may be subject to statutory liabilities under the Securities Act.

1125

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

II-2

Table of Contents

(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 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.

(6)That. for purposes of determining any liability under the Securities Act, each filing of the registrant’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.

(7)To supplement the prospectus, after the expiration of the subscription period to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

(8)To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

II-4

Table of Contents

EXHIBIT INDEX

*Filed herewith.

**To be subsequently filed, if applicable, by amendment or as an exhibit to a document to be incorporated or deemed to be incorporated by reference to this Registration Statement.