DFZ / Barry R G Corp - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

DFZ / Barry R G Corp / RBC Global Asset Management (U.S.) - SC 13G/A Passive Investment

SC 13G/A 1 d803623dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) RG Barry Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 068798107 (CUSIP Number) September 30, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

DFZ / Barry R G Corp / Mill Road Capital II, L.P. - SCHEDULE 13D AMENDMENT NO. 7 Activist Investment

Schedule 13D Amendment No. 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* R. G. Barry Corporation (Name of Issuer) Common Shares, par value $1 per share (Title of Class of Securities) 068798107 (CUSIP Number) Mill Road Capital II, L.P. Attn: Thomas E. Lynch 382 Greenwich Avenue Suite One Greenwich,

DFZ / Barry R G Corp S-8 POS - - FORM S-8 POS

S-8 POS 1 d784218ds8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on September 4, 2014 Registration No. 33-83252 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 R. G. Barry Corporation (Exact name of registrant as specified in its charter) Ohio 31-4

DFZ / Barry R G Corp S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 4, 2014 Registration Nos.

DFZ / Barry R G Corp 15-12B - - FORM 15-12B

Form 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 1-8769 R. G. BARRY CORPORATION (Exact name of registrant as spe

DFZ / Barry R G Corp S-8 POS - - S-8 POS / 333-168828

As filed with the Securities and Exchange Commission on September 4, 2014 Registration Nos.

DFZ / Barry R G Corp S-8 POS - - S-8 POS / 333-90544

S-8 POS / 333-90544 As filed with the Securities and Exchange Commission on September 4, 2014 Registration No.

DFZ / Barry R G Corp S-8 POS - - FORM S-8 POS

Form S-8 POS As filed with the Securities and Exchange Commission on September 4, 2014 Registration Nos.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2014 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other jurisdiction of incorporation) (

DFZ / Barry R G Corp S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 4, 2014 Registration Nos.

DFZ / Barry R G Corp S-8 POS - - S-8 POS / 333-131672

S-8 POS / 333-131672 As filed with the Securities and Exchange Commission on September 4, 2014 Registration Nos.

DFZ / Barry R G Corp S-8 POS - - FORM S-8 POS

Form S-8 POS As filed with the Securities and Exchange Commission on September 4, 2014 Registration Nos.

DFZ / Barry R G Corp S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 4, 2014 Registration Nos.

DFZ / Barry R G Corp S-8 POS - - FORM S-8 POS

Form S-8 POS As filed with the Securities and Exchange Commission on September 4, 2014 Registration No.

DFZ / Barry R G Corp 25 - - FORM 25

Form 25 OMB APPROVAL OMB Number: 3235-0080 Expires: December 31, 2014 Estimated average burden hours per response.

DFZ / Barry R G Corp DEFA14A - - CURRENT REPORT

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2014 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other jurisdiction of incorporation) (Co

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2014 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other jurisdiction of incorporation) (Commission File N

STOCK SUBSCRIPTION AND EXCHANGE AGREEMENT

EXHIBIT 13 Exhibit 13 STOCK SUBSCRIPTION AND EXCHANGE AGREEMENT THIS STOCK SUBSCRIPTION AND EXCHANGE AGREEMENT, dated as of August 19, 2014 (this “Agreement”), by and among MRGB Hold Co.

DFZ / Barry R G Corp DEFA14A - - CURRENT REPORT

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2014 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other jurisdiction of incorporation) (Co

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2014 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other jurisdiction of incorporation) (Commission File N

DFZ / Barry R G Corp / Mill Road Capital II, L.P. - SCHEDULE 13D AMENDMENT NO. 6 Activist Investment

Schedule 13D Amendment No. 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6 )* R.G. Barry Corporation (Name of Issuer) Common Shares, par value $1 per share (Title of Class of Securities) 068798107 (CUSIP Number) Mill Road Capital II, L.P. Attn: Thomas E. Lynch 382 Greenwich Avenue Suite One Greenwich,

DFZ / Barry R G Corp DEFA14A - - CURRENT REPORT

DEFA14A 1 d772524d8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2014 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other (Commissi

R. G. BARRY CORPORATION ANNOUNCES INTENT TO VOLUNTARILY DELIST FROM NASDAQ GLOBAL MARKET

Press Release Exhibit 99.1 FOR IMMEDIATE RELEASE R. G. BARRY CORPORATION ANNOUNCES INTENT TO VOLUNTARILY DELIST FROM NASDAQ GLOBAL MARKET PICKERINGTON, Ohio, Thursday, August 14, 2014 – Accessories marketer R. G. Barry Corporation (NASDAQ: DFZ) (“R. G. Barry” or the “Company”) today announced that it has submitted written notice to the NASDAQ Global Market (“NASDAQ”) of its intention to voluntaril

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2014 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other (Commission File (IRS Employer jur

R. G. BARRY CORPORATION ANNOUNCES INTENT TO VOLUNTARILY DELIST FROM NASDAQ GLOBAL MARKET

Exhibit 99.1 FOR IMMEDIATE RELEASE R. G. BARRY CORPORATION ANNOUNCES INTENT TO VOLUNTARILY DELIST FROM NASDAQ GLOBAL MARKET PICKERINGTON, Ohio, Thursday, August 14, 2014 – Accessories marketer R. G. Barry Corporation (NASDAQ: DFZ) (“R. G. Barry” or the “Company”) today announced that it has submitted written notice to the NASDAQ Global Market (“NASDAQ”) of its intention to voluntarily delist from

R. G. BARRY CORPORATION ANNOUNCES SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, SEPTEMBER 3, 2014

Press Release Exhibit 99.1 FOR IMMEDIATE RELEASE R. G. BARRY CORPORATION ANNOUNCES SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, SEPTEMBER 3, 2014 PICKERINGTON, Ohio, Friday, August 1, 2014 – Accessories marketer R. G. Barry Corporation (NASDAQ: DFZ) (“R. G. Barry” or the “Company”), today announced that a special meeting of shareholders of R. G. Barry will be held on Wednesday, Septemb

R. G. BARRY CORPORATION ANNOUNCES SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, SEPTEMBER 3, 2014

Press Release Exhibit 99.1 FOR IMMEDIATE RELEASE R. G. BARRY CORPORATION ANNOUNCES SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, SEPTEMBER 3, 2014 PICKERINGTON, Ohio, Friday, August 1, 2014 – Accessories marketer R. G. Barry Corporation (NASDAQ: DFZ) (“R. G. Barry” or the “Company”), today announced that a special meeting of shareholders of R. G. Barry will be held on Wednesday, Septemb

DFZ / Barry R G Corp DEFA14A - - AMENDMENT NO. 1 TO FORM 8-K

Amendment No. 1 to Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2014 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other ju

Financial Statements and Exhibits, Other Events

Amendment No. 1 to Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2014 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other ju

DFZ / Barry R G Corp DEFM14A - - DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2014 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other jurisdiction of incorporation) (Commission File Nu

R. G. BARRY CORPORATION ANNOUNCES SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, SEPTEMBER 3, 2014

Press Release Exhibit 99.1 FOR IMMEDIATE RELEASE R. G. BARRY CORPORATION ANNOUNCES SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, SEPTEMBER 3, 2014 PICKERINGTON, Ohio, Friday, August 1, 2014 – Accessories marketer R. G. Barry Corporation (NASDAQ: DFZ) (“R. G. Barry” or the “Company”), today announced that a special meeting of shareholders of R. G. Barry will be held on Wednesday, Septemb

DFZ / Barry R G Corp DEFA14A - - CURRENT REPORT

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2014 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other jurisdiction of incorporation) (Com

R. G. BARRY CORPORATION ANNOUNCES SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, SEPTEMBER 3, 2014

EX-99.1 2 d768689dex991.htm PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE R. G. BARRY CORPORATION ANNOUNCES SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, SEPTEMBER 3, 2014 PICKERINGTON, Ohio, Friday, August 1, 2014 – Accessories marketer R. G. Barry Corporation (NASDAQ: DFZ) (“R. G. Barry” or the “Company”), today announced that a special meeting of shareholders of R. G. Barry will b

DFZ / Barry R G Corp PRER14A - - AMENDMENT NO. 3 TO THE PRELIMINARY PROXY STATEMENT

Amendment No. 3 to the Preliminary Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant x Filed by a Party other than the Registran

DFZ / Barry R G Corp PRER14A - - AMENDMENT NO. 2 TO THE PRELIMINARY PROXY STATEMENT

Amendment No. 2 to the Preliminary Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant x Filed by a Party other than the Registran

- AMENDMENT NO. 1 TO THE PRELIMINARY PROXY STATEMENT

Amendment No. 1 to the Preliminary Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registran

R. G. BARRY CORPORATION ANNOUNCES ALTERNATIVE PROPOSAL WILL NOT MOVE FORWARD

EX-99.1 2 d745197dex991.htm PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE R. G. BARRY CORPORATION ANNOUNCES ALTERNATIVE PROPOSAL WILL NOT MOVE FORWARD PICKERINGTON, Ohio, Wednesday, June 18, 2014—Accessories marketer R. G. Barry Corporation (NASDAQ: DFZ) (“R. G. Barry” or the “Company”), today announced that, as of June 17, the third party who had submitted a previously disclosed alternative ac

June 18, 2014

Letter to Employees Exhibit 99.2 June 18, 2014 Dear Team: We issued the attached press release today announcing that the Alternative Proposal won’t go forward and that we are continuing our work to complete the merger with Mill Road Capital. We expect to hold a shareholder meeting to vote on the adoption of the merger agreement during the third calendar quarter of this year. We greatly appreciate

June 18, 2014

Letter to Employees Exhibit 99.2 June 18, 2014 Dear Team: We issued the attached press release today announcing that the Alternative Proposal won’t go forward and that we are continuing our work to complete the merger with Mill Road Capital. We expect to hold a shareholder meeting to vote on the adoption of the merger agreement during the third calendar quarter of this year. We greatly appreciate

- CURRENT REPORT

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2014 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other jurisdiction of incorporation) (Comm

R. G. BARRY CORPORATION ANNOUNCES ALTERNATIVE PROPOSAL WILL NOT MOVE FORWARD

Press Release Exhibit 99.1 FOR IMMEDIATE RELEASE R. G. BARRY CORPORATION ANNOUNCES ALTERNATIVE PROPOSAL WILL NOT MOVE FORWARD PICKERINGTON, Ohio, Wednesday, June 18, 2014—Accessories marketer R. G. Barry Corporation (NASDAQ: DFZ) (“R. G. Barry” or the “Company”), today announced that, as of June 17, the third party who had submitted a previously disclosed alternative acquisition proposal to acquir

Financial Statements and Exhibits, Other Events

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2014 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other jurisdiction of incorporation) (Comm

- PRELIMINARY PROXY STATEMENT

PREM14A 1 d722357dprem14a.htm PRELIMINARY PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check t

SECOND CHANGE IN TERMS AGREEMENT

Second Change in Terms Agreement EXHIBIT 10.1 SECOND CHANGE IN TERMS AGREEMENT This Second Change in Terms Agreement (the “Amendment”) is entered into and made effective as of May 30, 2014 by and between R.G. Barry Corporation, an Ohio corporation (the “Borrower”), and The Huntington National Bank, a national banking association (the “Lender”). Background Information A. The Borrower and the Lender

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2014 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other jurisdiction of incorporation) (Commi

R. G. BARRY CORPORATION ANNOUNCES END OF “GO-SHOP” PERIOD AND DESIGNATION OF AN EXCLUDED PARTY

EX-99.1 2 d737306dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE R. G. BARRY CORPORATION ANNOUNCES END OF “GO-SHOP” PERIOD AND DESIGNATION OF AN EXCLUDED PARTY PICKERINGTON, Ohio, Tuesday, June 3, 2014—Accessories marketer R. G. Barry Corporation (NASDAQ: DFZ) (“R. G. Barry” or the “Company”), today announced the expiration on May 31, 2014 of the 30-day “go-shop” period provided for under th

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2014 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other jurisdiction of incorporation) (Commission File

R. G. BARRY CORPORATION ANNOUNCES END OF “GO-SHOP” PERIOD AND DESIGNATION OF AN EXCLUDED PARTY

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE R. G. BARRY CORPORATION ANNOUNCES END OF “GO-SHOP” PERIOD AND DESIGNATION OF AN EXCLUDED PARTY PICKERINGTON, Ohio, Tuesday, June 3, 2014—Accessories marketer R. G. Barry Corporation (NASDAQ: DFZ) (“R. G. Barry” or the “Company”), today announced the expiration on May 31, 2014 of the 30-day “go-shop” period provided for under the terms of the previously an

June 3, 2014

EX-99.3 Exhibit 99.3 June 3, 2014 Dear Team: Today we issued the attached press release regarding the receipt of an alternative acquisition proposal from a third party. Our discussions regarding the alternative proposal are at a very early and preliminary stage and it’s too early to predict whether the alternative proposal will result in a superior proposal, as the term is defined in the merger ag

- 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2014 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other jurisdiction of incorporation) (Commission File

June 3, 2014

EX-99.3 Exhibit 99.3 June 3, 2014 Dear Team: Today we issued the attached press release regarding the receipt of an alternative acquisition proposal from a third party. Our discussions regarding the alternative proposal are at a very early and preliminary stage and it’s too early to predict whether the alternative proposal will result in a superior proposal, as the term is defined in the merger ag

Questions & Answers Alternative Proposal for the Acquisition of R.G. Barry Corporation June 3, 2014

EX-99.2 Exhibit 99.2 Questions & Answers Alternative Proposal for the Acquisition of R.G. Barry Corporation June 3, 2014 1. Why isn’t R.G. Barry disclosing the identity of the party that made the alternative proposal or the proposed price? Our discussions regarding the alternative proposal are at a very early and preliminary stage. It is too early to predict whether the alternative proposal will r

Questions & Answers Alternative Proposal for the Acquisition of R.G. Barry Corporation June 3, 2014

EX-99.2 Exhibit 99.2 Questions & Answers Alternative Proposal for the Acquisition of R.G. Barry Corporation June 3, 2014 1. Why isn’t R.G. Barry disclosing the identity of the party that made the alternative proposal or the proposed price? Our discussions regarding the alternative proposal are at a very early and preliminary stage. It is too early to predict whether the alternative proposal will r

- SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM SD Specialized Disclosure Report R.G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 001-08769 OHIO 31-4362899 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 13405 Yarmouth Road NW, Pickerington, Ohio 43147 (Address of

R.G. Barry Corporation Conflict Minerals Report For The Year Ended December 31, 2013

Exhibit 1.02 R.G. Barry Corporation Conflict Minerals Report For The Year Ended December 31, 2013 This report for the year ended December 31, 2013 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the Rule). The Rule was adopted by the Securities and Exchange Commission (the SEC) to implement reporting and disclosure requirements related to conflict minerals as dire

- 8-A12B/A

8-A12B/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 2 to the Form 8-A filed on May 4, 2009) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 31-4362899 (State of incorporation or organizat

R.G. BARRY CORPORATION BOARD OF DIRECTORS COMPENSATION SUMMARY

Exhibit 10.4 R.G. BARRY CORPORATION BOARD OF DIRECTORS COMPENSATION SUMMARY Compensation Element Individual Compensation Annual Retainer (1) $ 73,500 for 12-month period Interim Lead Director or Committee Chair additional cash retainer (2) $ 8,876 annually Special Payments (3) As approved by Board of Directors Pension Committee Participation (4) $ 500 per meeting Special Meeting –Telephonic (5) $

Quarterly Report - 10-Q

10-Q 1 dfz20140329x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period

SECOND AMENDMENT TO THE RIGHTS AGREEMENT

EX-4.1 3 d714993dex41.htm EX-4.1 Exhibit 4.1 SECOND AMENDMENT TO THE RIGHTS AGREEMENT THIS SECOND AMENDMENT TO THE RIGHTS AGREEMENT (this “Amendment”) is made as of May 1, 2014, by and between R. G. Barry Corporation (the “Company”) and Broadridge Corporate Issuer Solutions, Inc. (the “Rights Agent,” which term shall include any successor Rights Agent hereunder). Capitalized terms not otherwise de

DFZ / Barry R G Corp / Mill Road Capital II, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 d718474dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* R.G. Barry Corporation (Name of Issuer) Common Shares, par value $1 per share (Title of Class of Securities) 068798107 (CUSIP Number) Mill Road Capital II, L.P. Attn: Thomas E. Lynch 382 Greenwich Avenue Suite One G

- FORM 8-K

DEFA14A 1 d714993d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2014 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other jurisdiction of inc

Questions and Answers Mill Road Capital Acquisition of R.G. Barry May 2, 2014

EX-99.2 Exhibit 99.2 Questions and Answers Mill Road Capital Acquisition of R.G. Barry May 2, 2014 The answers given below are summary in nature, and are not intended to be comprehensive. If you desire additional detail, we would urge you to read the Agreement and Plan of Merger (“merger agreement”) among R.G. Barry Corporation, MRGB Hold Co., and MRVK Merger Co. dated May 1, 2014 and the proxy st

9 PROJECT BLUE $100,000,000 FIRST LIEN CREDIT FACILITY SUMMARY OF TERMS AND CONDITIONS MAY 1, 2014

EXHIBIT 7 Exhibit 7 CONFIDENTIAL May 1, 2014 Mill Road Capital II, L.P. 382 Greenwich Avenue Suite One Greenwich, CT 06830 Attention: Charles Goldman Jim Zivin Sean Quinn Re: Project Blue Commitment Letter Gentlemen: We are pleased to advise you that GCI Capital Markets LLC (directly or through its affiliates) (“Golub”) commits to provide (a) a $85 million senior secured first lien term loan facil

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2014 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other jurisdiction of incorporation) (Commission File Numbe

(continued)

EX-99.4 Exhibit 99.4 Employee Cover Letter May 2, 2014 Dear Teammate: We announced today that our Board of Directors has approved an agreement for R.G. Barry Corporation to be acquired by Mill Road Capital, a private equity investment firm, for $19.00 per share in cash, reflecting an equity value of approximately $215 million. The decision was made after careful consideration of the merger proposa

(continued)

EX-99.5 Exhibit 99.5 Customer Cover Letter May 2, 2014 To Our Customers, Suppliers and Partners: We are happy to announce today that our Board of Directors has approved an agreement for R.G. Barry Corporation to be acquired by Mill Road Capital, a private equity investment firm. Over the last several years, we have worked to transform the company into a multi-dimensional and growing provider of fu

Frequently Asked Questions Mill Road Capital Acquisition of R.G. Barry May 2, 2014

EX-99.3 Exhibit 99.3 Frequently Asked Questions Mill Road Capital Acquisition of R.G. Barry May 2, 2014 The answers given below are summary in nature, and are not intended to be comprehensive. If you desire additional detail, we would urge you to read the Agreement and Plan of Merger (“merger agreement”) among R.G. Barry Corporation, MRGB Hold Co., and MRVK Merger Co. dated May 1, 2014 and the pro

(continued)

EX-99.4 Exhibit 99.4 Employee Cover Letter May 2, 2014 Dear Teammate: We announced today that our Board of Directors has approved an agreement for R.G. Barry Corporation to be acquired by Mill Road Capital, a private equity investment firm, for $19.00 per share in cash, reflecting an equity value of approximately $215 million. The decision was made after careful consideration of the merger proposa

(continued)

EX-99.5 Exhibit 99.5 Customer Cover Letter May 2, 2014 To Our Customers, Suppliers and Partners: We are happy to announce today that our Board of Directors has approved an agreement for R.G. Barry Corporation to be acquired by Mill Road Capital, a private equity investment firm. Over the last several years, we have worked to transform the company into a multi-dimensional and growing provider of fu

Frequently Asked Questions Mill Road Capital Acquisition of R.G. Barry May 2, 2014

EX-99.3 9 d714993dex993.htm EX-99.3 Exhibit 99.3 Frequently Asked Questions Mill Road Capital Acquisition of R.G. Barry May 2, 2014 The answers given below are summary in nature, and are not intended to be comprehensive. If you desire additional detail, we would urge you to read the Agreement and Plan of Merger (“merger agreement”) among R.G. Barry Corporation, MRGB Hold Co., and MRVK Merger Co. d

THIRD AMENDMENT TO THE RIGHTS AGREEMENT

EX-4.2 Exhibit 4.2 THIRD AMENDMENT TO THE RIGHTS AGREEMENT THIS THIRD AMENDMENT TO THE RIGHTS AGREEMENT (this “Amendment”) is made as of May 1, 2014, by and between R. G. Barry Corporation (the “Company”) and Broadridge Corporate Issuer Solutions, Inc. (the “Rights Agent,” which term shall include any successor Rights Agent hereunder). Capitalized terms not otherwise defined herein shall have the

AGREEMENT AND PLAN OF MERGER by and among MRGB HOLD CO., MRVK MERGER CO. R.G. BARRY CORPORATION dated as of May 1, 2014 TABLE OF CONTENTS Page Article I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Closing 1 Section 1.3 Effective Time 2 Section

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among MRGB HOLD CO., MRVK MERGER CO. and R.G. BARRY CORPORATION dated as of May 1, 2014 TABLE OF CONTENTS Page Article I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Closing 1 Section 1.3 Effective Time 2 Section 1.4 Effect of the Merger 2 Section 1.5 Articles of Incorporation and Regulations of the Surviving Corporation 2 Section 1.6 Dir

VOTING AGREEMENT

EX-10.2 6 d714993dex102.htm EX-10.2 Exhibit 10.2 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of May 1, 2014, by and between Mill Road Capital II, L.P., a Delaware limited partnership (“Shareholder”), and R. G. Barry Corporation, an Ohio corporation (the “Company”). RECITALS: WHEREAS, concurrently with the execution of this Agreement, there has been execut

SECOND AMENDMENT TO THE RIGHTS AGREEMENT

EX-4.1 Exhibit 4.1 SECOND AMENDMENT TO THE RIGHTS AGREEMENT THIS SECOND AMENDMENT TO THE RIGHTS AGREEMENT (this “Amendment”) is made as of May 1, 2014, by and between R. G. Barry Corporation (the “Company”) and Broadridge Corporate Issuer Solutions, Inc. (the “Rights Agent,” which term shall include any successor Rights Agent hereunder). Capitalized terms not otherwise defined herein shall have th

R.G. BARRY CORPORATION SIGNS MERGER AGREEMENT WITH MILL ROAD CAPITAL AND REPORTS 3rd QUARTER EARNINGS RESULTS

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE R.G. BARRY CORPORATION SIGNS MERGER AGREEMENT WITH MILL ROAD CAPITAL AND REPORTS 3rd QUARTER EARNINGS RESULTS PICKERINGTON, Ohio – Friday, May 2, 2014 – Accessories marketer R.G. Barry Corporation (Nasdaq:DFZ) and Mill Road Capital, a private equity firm, announced today the signing of a merger agreement pursuant to which Mill Road will acquire all of the

R.G. BARRY CORPORATION SIGNS MERGER AGREEMENT WITH MILL ROAD CAPITAL AND REPORTS 3rd QUARTER EARNINGS RESULTS

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE R.G. BARRY CORPORATION SIGNS MERGER AGREEMENT WITH MILL ROAD CAPITAL AND REPORTS 3rd QUARTER EARNINGS RESULTS PICKERINGTON, Ohio – Friday, May 2, 2014 – Accessories marketer R.G. Barry Corporation (Nasdaq:DFZ) and Mill Road Capital, a private equity firm, announced today the signing of a merger agreement pursuant to which Mill Road will acquire all of the

Key Messages – R.G. Barry Merger Agreement Customers, Suppliers and Business Partners May 2, 2014

EX-99.6 Exhibit 99.6 Key Messages – R.G. Barry Merger Agreement Customers, Suppliers and Business Partners May 2, 2014 • I wanted to make sure that you have heard the news that our Board of Directors has approved an agreement for R.G. Barry Corporation to be acquired by Mill Road Capital, a private equity firm. • Mill Road is a private equity firm which invests in small companies in North America

Questions and Answers Mill Road Capital Acquisition of R.G. Barry May 2, 2014

EX-99.2 Exhibit 99.2 Questions and Answers Mill Road Capital Acquisition of R.G. Barry May 2, 2014 The answers given below are summary in nature, and are not intended to be comprehensive. If you desire additional detail, we would urge you to read the Agreement and Plan of Merger (“merger agreement”) among R.G. Barry Corporation, MRGB Hold Co., and MRVK Merger Co. dated May 1, 2014 and the proxy st

THIRD AMENDMENT TO THE RIGHTS AGREEMENT

EX-4.2 Exhibit 4.2 THIRD AMENDMENT TO THE RIGHTS AGREEMENT THIS THIRD AMENDMENT TO THE RIGHTS AGREEMENT (this “Amendment”) is made as of May 1, 2014, by and between R. G. Barry Corporation (the “Company”) and Broadridge Corporate Issuer Solutions, Inc. (the “Rights Agent,” which term shall include any successor Rights Agent hereunder). Capitalized terms not otherwise defined herein shall have the

VOTING AGREEMENT

EX-10.2 Exhibit 10.2 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of May 1, 2014, by and between Mill Road Capital II, L.P., a Delaware limited partnership (“Shareholder”), and R. G. Barry Corporation, an Ohio corporation (the “Company”). RECITALS: WHEREAS, concurrently with the execution of this Agreement, there has been executed an Agreement and Plan of

SPONSOR GUARANTEE May 1, 2014

EX-10.1 Exhibit 10.1 SPONSOR GUARANTEE May 1, 2014 This Sponsor Guarantee (this “Guarantee”) is made and entered into as of the date set forth above by Mill Road Capital II, L.P., a Delaware limited partnership (the “Guarantor”), in favor and for the benefit of R. G. Barry Corporation, an Ohio corporation (the “Company”). Capitalized terms used in this Guarantee but not otherwise defined herein ha

SPONSOR GUARANTEE May 1, 2014

EX-10.1 Exhibit 10.1 SPONSOR GUARANTEE May 1, 2014 This Sponsor Guarantee (this “Guarantee”) is made and entered into as of the date set forth above by Mill Road Capital II, L.P., a Delaware limited partnership (the “Guarantor”), in favor and for the benefit of R. G. Barry Corporation, an Ohio corporation (the “Company”). Capitalized terms used in this Guarantee but not otherwise defined herein ha

Key Messages – R.G. Barry Merger Agreement Customers, Suppliers and Business Partners May 2, 2014

EX-99.6 Exhibit 99.6 Key Messages – R.G. Barry Merger Agreement Customers, Suppliers and Business Partners May 2, 2014 • I wanted to make sure that you have heard the news that our Board of Directors has approved an agreement for R.G. Barry Corporation to be acquired by Mill Road Capital, a private equity firm. • Mill Road is a private equity firm which invests in small companies in North America

AGREEMENT AND PLAN OF MERGER by and among MRGB HOLD CO., MRVK MERGER CO. R.G. BARRY CORPORATION dated as of May 1, 2014 TABLE OF CONTENTS Page Article I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Closing 1 Section 1.3 Effective Time 2 Section

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among MRGB HOLD CO., MRVK MERGER CO. and R.G. BARRY CORPORATION dated as of May 1, 2014 TABLE OF CONTENTS Page Article I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Closing 1 Section 1.3 Effective Time 2 Section 1.4 Effect of the Merger 2 Section 1.5 Articles of Incorporation and Regulations of the Surviving Corporation 2 Section 1.6 Dir

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Correspondence FOIA CONFIDENTIAL TREATMENT REQUEST R.G. BARRY CORPORATION 13405 Yarmouth Road N.W. Pickerington, OH 43147 (614) 864-6400 VIA OVERNIGHT COURIER April 18, 2014 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn.: Rufus Decker Re: R.G. Barry Corporation Form 10-K for the Fiscal Year Ended June 29, 2013 Filed

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Correspondence R.G. BARRY CORPORATION 13405 Yarmouth Road N.W. Pickerington, OH 43147 (614) 864-6400 April 18, 2014 VIA EDGAR TRANSMISSION Ms. Tia L. Jenkins Senior Assistant Chief Accountant Office of Beverages, Apparel, and Mining United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: R.G. Barry Corporation Form 10-K for the

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CORRESP R.G. BARRY CORPORATION 13405 Yarmouth Road N.W. Pickerington, OH 43147 April 14, 2014 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Dee Dee Hurst Re: R.G. Barry Corporation Form 10-K for the Fiscal Year Ended June 29, 2013 Filed September 11, 2013 File No. 001-08769 Ladies and Gen

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Correspondence R.G. BARRY CORPORATION 13405 Yarmouth Road N.W. Pickerington, OH 43147 March 26, 2014 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Dee Dee Hurst Re: R.G. Barry Corporation Form 10-K for the Fiscal Year Ended June 29, 2013 Filed September 11, 2013 File No. 001-08769 Ladies

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2014 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other jurisdiction of incorporation) (Commission

CHANGE IN TERMS AGREEMENT

EXHIBIT 10.1 CHANGE IN TERMS AGREEMENT This Change in Terms Agreement (the “Amendment”) is entered into and made effective as of February 27, 2014 by and between R.G. Barry Corporation, an Ohio corporation (the “Borrower”), and The Huntington National Bank, a national banking association (the “Lender”). Background Information A. The Borrower and the Lender entered into the Credit Agreement, dated

DFZ / Barry R G Corp / RBC Global Asset Management (U.S.) - SCHEDULE 13G AMENDMENT NO. 3 Passive Investment

Schedule 13G Amendment No. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) RG Barry Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 068798107 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 28, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

David P. Lauer Elected R.G. Barry CORP. Interim Lead Director

EXHIBIT 99.3 David P. Lauer Elected R.G. Barry CORP. Interim Lead Director PICKERINGTON, Ohio – February 3, 2014 – R. G. Barry Corporation (Nasdaq: DFZ) announced today that in concert with the Company’s succession plan following the death of its Chairman of the Board Gordon Zacks, the Board of Directors has elected David P. Lauer as Interim Lead Director. Mr. Lauer will assume the leadership of t

RG Barry Brands Chairman Gordon Zacks Dies Following Brief Illness

EXHIBIT 99.2 RG Barry Brands Chairman Gordon Zacks Dies Following Brief Illness PICKERINGTON, Ohio – Saturday, Feb. 1, 2014 – RG Barry Corporation (NASDAQ:DFZ) Chairman of the Board Gordon B. Zacks, the globe-trotting businessman, author and lecturer who grew the small company founded by his parents into the world’s largest developer and marketer of soft, washable slippers, died today at his Bexle

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2014 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other (Commission File (IRS Employer jurisdiction of N

RG Barry Brands Reports 2nd Quarter/1st Half Performance

RG Barry Brands Reports 2nd Quarter/1st Half Performance Reaffirms Outlook for 2014 Revenue PICKERINGTON, Ohio, Feb.

CHANGE IN CONTROL AGREEMENT R. G. BARRY CORPORATION DENNIS ECKOLS

EX-10.5 Exhibit 10.5 CHANGE IN CONTROL AGREEMENT BETWEEN R. G. BARRY CORPORATION AND DENNIS ECKOLS THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made to be effective as of December 16, 2013 by and between Dennis Eckols (the “Executive”) and R. G. Barry Corporation, an Ohio corporation (the “Corporation”). BACKGROUND In order to induce the Executive to remain in the employ of the Corporati

FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT

Exhibit 10.1 FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT THIS FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made to be effective as of December 16, 2013 by and between Jose G. Ibarra (“Executive”) and R. G. Barry Corporation, an Ohio corporation (“Corporation”). RECITALS: 1. Executive and Corporation are parties to a Change in Control Agreement dated January 7, 2011 (the

FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT

EX-10.3 Exhibit 10.3 FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT THIS FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made to be effective as of December 16, 2013 by and between Glenn Evans (“Executive”) and R. G. Barry Corporation, an Ohio corporation (“Corporation”). RECITALS: 1. Executive and Corporation are parties to a Change in Control Agreement dated January 7, 2011

FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT

EX-10.2 Exhibit 10.2 FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT THIS FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made to be effective as of December 16, 2013 by and between Lee Smith (“Executive”) and R. G. Barry Corporation, an Ohio corporation (“Corporation”). RECITALS: 1. Executive and Corporation are parties to a Change in Control Agreement dated January 7, 2011 (t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2013 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other jurisdiction of incorporation) (Commis

FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT

EX-10.4 Exhibit 10.4 FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT THIS FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made to be effective as of December 16, 2013 by and between Yvonne Kalucis (“Executive”) and R. G. Barry Corporation, an Ohio corporation (“Corporation”). RECITALS: 1. Executive and Corporation are parties to a Change in Control Agreement dated January 7, 20

R.G. BARRY CORPORATION NONDISCLOSURE AND STANDSTILL AGREEMENT

EX-99.1 EXHIBIT 99.1 R.G. BARRY CORPORATION NONDISCLOSURE AND STANDSTILL AGREEMENT This Nondisclosure and Standstill Agreement (this “Agreement”) by and between R.G. Barry Corporation, an Ohio corporation (“Provider”), and Mill Road Capital Management LLC, a Delaware limited liability company (together with the affiliates of Mill Road Capital Management LLC, “Recipient”), is dated as of December 1

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2013 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other jurisdiction of incorporation) (Commission

R.G. Barry Corporation Enters into Non-Disclosure and Standstill Agreement with Mill Road Capital Management LLC Mill Road to Conduct Due Diligence

EX-99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE R.G. Barry Corporation Enters into Non-Disclosure and Standstill Agreement with Mill Road Capital Management LLC Mill Road to Conduct Due Diligence PICKERINGTON, Ohio – December 16, 2013 – R. G. Barry Corporation (Nasdaq: DFZ), today reported that it has entered into a Non-Disclosure and Standstill Agreement with Mill Road Capital Management LLC (Mill Roa

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 28, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

RG Barry Reports 1st Quarter Results

RG Barry Reports 1st Quarter Results PICKERINGTON, Ohio, Nov. 5, 2013 /PRNewswire/ - R.G. Barry Corporation (Nasdaq: DFZ), today said that shifts in the timing of its holiday shipments to retailers and the sluggish retail environment were among factors that combined to negatively affect its first-quarter fiscal 2014 results. For the quarter ended September 28, 2013, the Company reported, on a cons

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 v3592828k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2013 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other (Commission File (I

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2013 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other jurisdiction of incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2013 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other jurisdiction of incorporation) (Commission File N

DFZ / Barry R G Corp / Mill Road Capital II, L.P. - AMENDMENT NO. 4 TO SCHEDULE 13D Activist Investment

Amendment No. 4 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4 )* R.G. Barry Corporation (Name of Issuer) Common Stock, par value $1 per share (Title of Class of Securities) 068798107 (CUSIP Number) Mill Road Capital II, L.P. Attn: Thomas E. Lynch 382 Greenwich Avenue Suite One Greenwic

September 30, 2013

EX-99.1 EXHIBIT 99.1 September 30, 2013 Mr. Scott Scharfman Management Committee Director Mill Road Capital Management LLC 382 Greenwich Avenue Suite One Greenwich, CT 06830 RE: Notice of Acquisition Proposal Dear Mr. Scharfman: The members of the Board of Directors of R.G. Barry Corporation are in receipt of your letter dated September 11, 2013. Your letter is noticeably silent as to how Mill Roa

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2013 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other jurisdiction of incorporation) (Commission Fil

- DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

DFZ / Barry R G Corp / Mill Road Capital II, L.P. - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment

Amendment No. 3 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3 )* R.G. Barry Corporation (Name of Issuer) Common Stock, par value $1 per share (Title of Class of Securities) 068798107 (CUSIP Number) Mill Road Capital II, L.P. Attn: Thomas E. Lynch 382 Greenwich Avenue Suite One Greenwic

Exhibit 4 September 11, 2013 Board of Directors R.G. Barry Corporation 13405 Yarmouth Road N.W. Pickerington, Ohio 43147 Re: Notice of Acquisition Proposal

Letter to Board of Directors dated September 11, 2013 CUSIP No. 068798107 Page 1 of 2 Pages Exhibit 4 September 11, 2013 Board of Directors R.G. Barry Corporation 13405 Yarmouth Road N.W. Pickerington, Ohio 43147 Re: Notice of Acquisition Proposal Members of the Board: Mill Road Capital Management LLC and its affiliated funds (“Mill Road”) are long time shareholders of R.G. Barry Corporation (the

DFZ / Barry R G Corp / Mill Road Capital II, L.P. - SCHEDULE 13D AMENDMENT NO. 2 Activist Investment

Schedule 13D Amendment No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* R.G. Barry Corporation (Name of Issuer) Common Stock, par value $1 per share (Title of Class of Securities) 068798107 (CUSIP Number) Mill Road Capital II, L.P. Attn: Thomas E. Lynch 382 Greenwich Avenue Suite One Greenwich, C

RG Barry Brands Reports Solid FY 2013 Performance

RG Barry Brands Reports Solid FY 2013 Performance PICKERINGTON, Ohio, Sept. 5, 2013 /PRNewswire/ - Accessories marketer R.G. Barry Corporation (NASDAQ-GM: DFZ) today reported a solid performance for its fiscal year ended June 29, 2013. Annual Results For the full 2013 fiscal year, the Company reported on a consolidated basis: Net earnings of $13.3 million, or $1.15 per diluted share, compared to $

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2013 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other jurisdiction of incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2013 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other jurisdiction of incorporation) (Commission

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2013 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other (Commission File (IRS Employer jurisdiction of Number

RG Barry Brands Reports Record 3rd Quarter Earnings

RG Barry Brands Reports Record 3rd Quarter Earnings PICKERINGTON, Ohio, May 7, 2013 /PRNewswire/ - Accessories marketer R.

DFZ / Barry R G Corp / RBC Global Asset Management (U.S.) - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) RG Barry Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 068798107 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

RG BARRY BRANDS REPORTS 2nd QUARTER PERFORMANCE

EXHIBIT 99.1 RG BARRY BRANDS REPORTS 2nd QUARTER PERFORMANCE PICKERINGTON, Ohio – Tuesday, Feb. 5, 2013 – R.G. Barry Corporation (Nasdaq: DFZ), today said that its second-quarter/first-half consolidated performance was in line with its previously-reported expectations for its fiscal 2013 year. For the half ended December 29, 2012, the Company reported, on a consolidated basis: · Net earnings of $1

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2013 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other (Commission File (IRS Employer jurisdiction of N

DFZ / Barry R G Corp / RBC Global Asset Management (U.S.) - SCHEDULE 13G AMENDMENT NO.1 Passive Investment

Schedule 13G Amendment No.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) RG Barry Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 068798107 (CUSIP Number) October 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

RG Barry Reports 1st Quarter Performance

RG Barry Reports 1st Quarter Performance PICKERINGTON, Ohio, Nov. 6, 2012 /PRNewswire/ - R.G. Barry Corporation (Nasdaq: DFZ), today said that its fiscal 2013 first-quarter consolidated performance was in line with its expectations. For the quarter ended September 29, 2012, the Company reported, on a consolidated basis: Net earnings of $6.1 million, or $0.54 per diluted share, down 11.0% from $6.9

Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2012 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other (Commission File (IRS Employer jurisdiction of N

- DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

RG Barry Brands Reports 94% Net Earnings Growth On 20% Net Revenue Increase For Fiscal 2012

RG Barry Brands Reports 94% Net Earnings Growth On 20% Net Revenue Increase For Fiscal 2012 PICKERINGTON, Ohio, Sept.

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2012 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other (Commission File (IRS Employer jurisdiction of

JOINT FILING AGREEMENT

Joint Filing Agreement CUSIP No. 068798107 Page 1 of 2 Pages Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of August 29, 2012, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need be filed with respect to the ownership by each of the under

DFZ / Barry R G Corp / Mill Road Capital II, L.P. - SCHEDULE 13D AMENDMENT NO. 1 Activist Investment

Schedule 13D Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* R.G. Barry Corporation (Name of Issuer) Common Stock, par value $1 per share (Title of Class of Securities) 068798107 (CUSIP Number) Mill Road Capital II, L.P. Attn: Thomas E. Lynch 382 Greenwich Avenue Suite One Greenwich, C

CONFIRMING STATEMENT

Confirming Statement of Thomas E. Lynch dated August 29, 2012 CUSIP No. 068798107 Page 1 of 1 Page Exhibit 2 CONFIRMING STATEMENT This Statement confirms that the undersigned has authorized and designated Charles M. B. Goldman, Scott P. Scharfman and Justin C. Jacobs, each acting singly, to execute and file on the undersigned's behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendments

CONFIRMING STATEMENT

Confirming Statement of Scott P. Scharfman dated August 29, 2012 CUSIP No. 068798107 Page 1 of 1 Page Exhibit 3 CONFIRMING STATEMENT This Statement confirms that the undersigned has authorized and designated Thomas E. Lynch, Charles M. B. Goldman and Justin C. Jacobs, each acting singly, to execute and file on the undersigned's behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendments

Entry into a Material Definitive Agreement - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2012 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other jurisdiction of incorporation) (Commissi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2012 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other jurisdiction of incorporation) (Commission File Num

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2012 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other (Commission File (IRS Employer jurisdiction of Number

R.G. Barry Corporation Reports Strong 3rd Quarter And Nine-Month Results

R.G. Barry Corporation Reports Strong 3rd Quarter And Nine-Month Results PICKERINGTON, Ohio, May 8, 2012 /PRNewswire/ - Accessories marketer R.G. Barry Corporation (Nasdaq: DFZ) today reported outstanding operating results for its fiscal 2012 third quarter and nine months, ended March 31, 2012. On a consolidated nine-month basis, the Company reported: A 23.5% net sales increase to $130.9 million f

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Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2012 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 001-08769 31-4362899 (State or other jurisdiction of incorporation) (Commis

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Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2012 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 001-08769 31-4362899 (State or other jurisdiction of incorporation) (Commis

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2012 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-8769 31-4362899 (State or other (Commission File (IRS Employer jurisdiction of N

R.G. Barry Corporation 1st Half Net Earnings Jump 57.3% on 23.2% Net Sales Increase

R.G. Barry Corporation 1st Half Net Earnings Jump 57.3% on 23.2% Net Sales Increase PICKERINGTON, Ohio, Feb. 7, 2012 /PRNewswire/ - Accessories marketer R.G. Barry Corporation (Nasdaq: DFZ) today reported significantly improved operating results for its fiscal 2012 second quarter and first half, ended December 31, 2011. On a consolidated basis for the first half, the Company reported: A net sales

DFZ / Barry R G Corp / RBC Global Asset Management (U.S.) - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 RG Barry Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 068798107 (CUSIP Number) December 30, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi

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Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2012 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 001-08769 31-4362899 (State or other jurisdiction of incorporation) (Comm