Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
Pursuant
to the closing of the Agreement detailed above in Item 1.01, Philip Saunders and Greg Halpern shall resign as directors of the
Company. A copy of this filing has been furnished to Mr. Saunders and Mr. Halpern, who have provided no written correspondence
in response to the filing. There are no disputes or disagreements between the resigning members of the board of directors and
the Company. As a final act of the sitting board of directors, the following persons shall be appointed to the Board of Directors:
Conrad
Huss is a seasoned financial professional with over thirty-five years of investment banking and operating experience. Over
the course of his career he has served as Managing Director for a number of investment banking units at small and middle
market firms, as a Founding Partner of a boutique bank specializing in technology and health care. Mr. Huss also served as Chief
Executive Officer for a medical technology company and has held senior positions and board seats at other companies.
Karen
Berend began her career in 1987 overseeing a significant portion of her family owned, New York-based business, Brazilian Footwear
Inc., overseeing production of private-label brands such a Kobacker, Kinney shoes, Thom McCann, Morse Footwear and Bakers. In
1990, she opened the Cinco Estrellas Footwear Corporation, located in Brazil, with production launch for DKNY, Andre Assous, Betsy
Johnson, Vivian Tam, and Anna Sui. In 2001, Kared was recruited by Steve Madden Ltd. As Director of New Business Development,
where within 6 months, she launched Steve Madden’s Landed Branded wholesale business with marquee distributors such as DSW,
Famous Footwear, and Burlington, resulting in annual net sales within 3 years of over $31 million. Karen developed a second wholesale
division called Madden Girl, which became highly profitable, reaching $100 million annual business within 6 years. In 2011, Karen
was recruited by Marc Fisher Footwear to create an in house junior brand, Pink and Pepper, that developed into a $16 million wholesale
shoe company within 2 years.
David
Berend has been in the footwear industry for over 20 years, the bulk of which has been spent as a line builder of women’s
footwear. David has previously held executive positions at Steve Madden Ltd., including Vice President of product development.
In 2011, Mr. Berend was recruited by the owners of ZiGiNY as President of London Trash and London Rebel Brands. This position
was created specifically for David’s unique line building capabilities, but quickly evolved into his overseeing product
development, marketing, manufacturing, and sales of those brands. Within two years, he oversaw two divisions that realized net
sales of $11 million and projected net sales of $20 million in year five. As head line builder for the Lust for Life Footwear
premium brand, David brings strong leadership and innovation to the team.
Litigation
During
the past ten years, none of the appointees have been the subject of the following events:
1. A
petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or
similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general
partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive
officer at or within two years before the time of such filing;
2. Convicted
in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor
offenses);
3. The
subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from, or otherwise limiting, the following activities;
i) Acting
as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person
of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing
any conduct or practice in connection with such activity;
ii) Engaging
in any type of business practice; or
iii) Engaging
in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal
or State securities laws or Federal commodities laws;
4. The
subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring,
suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph
3.i in the preceding paragraph or to be associated with persons engaged in any such activity;
5. Was
found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities
law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6. Was
found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any
Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not
been subsequently reversed, suspended or vacated;
7. Was
the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of:
i) Any
Federal or State securities or commodities law or regulation; or
ii) Any
law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal
or prohibition order, or
iii) Any
law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8. Was
the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in
Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization
that has disciplinary authority over its members or persons associated with a member.
Material
Plans, Contracts or Other Arrangements
There
are currently no material plans, contracts or other arrangements with the new appointees.