UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A


(Amendment No. 2)





ý  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended December 31, 2012





o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from _______ to _______





Commission File No. 333-166171







Respect Your Universe, Inc.


(Exact name of registrant as specified in its charter)





Oregon
68-0677944(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)





818 North Russell Street, Portland
97227(Address of principal executive offices)
(Zip Code)





1-877-798-8326


(Registrant’s telephone number, including area code)





Securities registered pursuant to Section 12(b) of the Act: none





Securities registered pursuant to section 12(g) of the Act:





Common Stock, par value, $0.01 per share(Title of class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


o Yes           ý No





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.


o Yes           ý No





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


ý Yes           o No




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


ý Yes                      o No (Not required)










Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer o
Accelerated filer oNon-accelerated filer o
Smaller reporting company ý





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  o Yes   ý No




State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:  $33,650,665as of June 30, 2012.
 
 Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:  51,222,128 shares of common stock as of March 28, 2013.
 
 EXPLANATORY NOTE
 
 This Amendment No. 2 on Form 10-K/A (this “Amendment”) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, originally filed with the Securities and Exchange Commission (“SEC”) on April 1, 2013, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on April 3, 2013 (collectively the “Original Report”), is being filed to provide the additional information required by Part III of Form 10-K. In addition we have included the required officer certifications pursuant to the Sarbanes-Oxley Act of 2002. This Amendment does not change the previously reported financial statements or any of the other disclosures contained in Part I, Part II or Part IV of the Annual Report.
 
 
  PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
 
 Below are the names and certain information regarding our executive officers and directors as of April 30, 2013.
 
 Name
Age
PositionCraig Brod
64
Chief ExecutiveOfficer and DirectorMunir Ali
48
DirectorBill Marcus
52
DirectorErick Siffert
47
Chief Operating OfficerAaron Loreth
37
Chief Financial Officer and SecretaryKofi Brown
37
Chief Marketing OfficerDale Wallster
56
Director
 
 Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified.  Currently there are five seats on our Board of Directors, with one vacancy.
 
 The biographies of each of the officer and directors are listed below and contain information regarding the person’s service as a director, business experience, public company director positions currently held or held at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Board to determine that the person should serve as a director in light of our business and structure.
  Craig Brod, PhD., CEO since April 30, 2013. Dr. Brod is a principal at Just Cause Investors, Inc., a consulting firm that specializes in strategic development and securing investments for social impact businesses. Prior to this, Dr. Brod was Executive Vice-President for WPI-Koll real estate where he was responsible for store mix, merchandising concepts and brand development for 3 million square feet of retail in Japan with projects valued at $3 billion. Additionally, Dr. Brod was the founder of Imaginarium Toy Centers, Inc., a national chain of educational toy stores that was sold to Toys R Us, and had peak sales of $650 million. Dr. Brod received his PhD. from Saybrook Institute, San Francisco, California in Clinical and Organizational Psychology.
 Munir Ali, Director since June 26, 2012. Mr. Ali has been President of Asia Asset Management Inc. since May 2003. Mr. Ali was a Director of Silverstone Resources Corp. from February 2, 2007 to May 21, 2009, which was sold for 190 million dollars to Silver Wheaton. He has been the Director of Zena Mining Corp. since May 2008
  Bill Marcus, Director since December 19, 2012. Mr. Marcus has been Senior Managing Director of Hedgeharbor, Inc., and President of its affiliate Evolution Trading Partner, LLC.  Prior to this, Mr. Marcus was Executive Vice-President, Head of Sales North America for Newedge Group since 2001.
 
 Erick E. Siffert, COO since 2009. Mr. Siffert is the former Director of Operations at Lululemon Athletica, Mr. Siffert created processes, protocols and business practices for a high growth company. His results have played a large role in lululemon’s current success and buoyant bottom line. Over 19 years of experience at Nike Inc. leading Global Sourcing Strategies for Nike Outdoor and Global ACG. Managed European Liaison Office and created product process innovations such as Mfg. Center of Excellence concept now used in various forms by Nike Mfg.
 
 Aaron Loreth, CFO and Secretary since March 11, 2013.  Mr. Loreth has also served as the Company’s Controller from October 2011 to October 2012, and VP Finance from October 2012 to March 2013.  Previously, Mr. Loreth worked as Assistant Controller at RightNow Technologies (acquired by Oracle in 2011) from February 2008 to October 2011; VP Finance and Controller at Coffee Bean International from August 2003 to June 2007; and as a public accountant for Arthur Andersen and later KPMG from September 2000 to August 2003.
 
  Emmanuel K. Brown, CMO since October 18, 2012.  Mr. Brown served as our Director from 2009 to December 19, 2012.  Mr. Brown is the former Global Digital Marketing Director for Motorola from 2009 to 2012.  Additionally, Mr. Brown served as Marketing Director for Jordan Brand, a division of Nike, Inc. 1997 to 2008. There, he drove local, national, and global market executions in order to support brand initiatives throughout the key categories and consumer segmentations development.
  Dale Wallster, Director since April 30, 2013, is Chief Executive officer and Secretary of Datum Ventures Inc. Prior to this Mr. Wallster founded Roughrider Uranium Corp. in January 2003. Since then, Mr. Wallster served as President and Director of Roughrider Uranium Corp., while it was a wholly-owned subsidiary of Hathor Exploration Limited from July 2006 to February 2008. He has been a Director of Thunderstruck Resources Ltd. since October 27, 2011, Datum Ventures Inc. since February 16, 2011 and Kivalliq Energy Corp. since January 19, 2012. He holds a Bachelor of Science in Geology (Honours) from the University of Western Ontario in 1979.
 Director Qualifications
 
 As a result of the experiences of its individual members detailed below, the Board believes that the Board, as a whole, has the following qualifications and experience valued by them.
 
 ·
Significant senior management experience:
Dr. Brod and Messrs. Ali, Marcus and Wallster
 ·
Substantial experience in varied facets of the retail industry:
Dr. Brod
 ·
Background in investing and capital raising activities:
Dr. Brod and Messrs. Ali, Marcus and Wallster
 
 Family Relationships
 
 There are no family relationships among our officer and directors.
  Involvement in Certain Legal Proceedings
 
 To the best of our knowledge, except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC. None of the directors, director designees or executive officers to our knowledge has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.
 
 Audit Committee
 
 Our Board has an Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act. It consists of Mr. Ali and Mr. Marcus, and oversees and reports to the Board of Directors on various auditing and accounting-related matters, including the maintenance of the integrity of our financial statements, reporting process and internal controls; the selection, evaluation, compensation and retention of our independent registered public accounting firm; the performance of internal audit; legal and regulatory compliance, including our disclosure controls and procedures; and oversight over our risk management policies and procedures.
 Mr. Ali serves as chairman of this committee and has been determined by our Board of Directors to be an “audit committee financial expert” as defined under the rules of the SEC.
 
 Nominating Procedures
 
 We have had no material changes to the procedures by which security holders may recommend nominees to our Board of Directors.
 
 Corporate Governance Guidelines
 
 Our Board of Directors has adopted a Code of Conduct, which contains general guidelines for conducting our business and applies to all of our officers, directors and employees, and can be found on our website.
 
 Section 16(a) Beneficial Ownership Reporting Compliance
 
 Section 16(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) requires our officers and directors and persons who own more than 10% of the outstanding shares of our common stock to file reports of ownership and changes in ownership concerning their shares of our common stock with the SEC and to furnish us with copies of all Section 16(a) forms they file. We are required to disclose delinquent filings of reports by such persons.
 
 Based solely on the copies of such reports and amendments thereto received by us, or written representations that no filings were required, we believe that all Section 16(a) filing requirements applicable to our executive officers and directors and 10% stockholders were met for 2012.
       
  Item 11. Executive Compensation
 
 Summary Compensation
 
 The following table sets forth the compensation of the named executive officers for each of 2012 and 2011:
 
 Current members of executive team
  Name &
Year

Salary


Option

All Other
TotalPrincipal
($)
Awards
Compensation
($)Position

($)
($)(10)Erick E.

Siffert (2)
2012


180,000


79,654

5,171

264,8252011
91,000
652,468
-
743,468Emmanuel K.

Brown

(3)
2012


35,000


-

-

35,0002011
-
-
-
-Aaron

Loreth (4)
2012


106,931


27,879

11,062

145,8722011
-
-
-
-
  Prior members of executive team
  Name &
Year
Salary

Option

All Other
TotalPrincipal
($)
Awards
Compensation
($)Position

($)
($)(10)David

Campisi (1)
2012

138,654

398,783

3,405

540,8422011

-

-

-
-Kristian

Andresen (5)
2012

9,637

79,654

8,857

98,1482011
3545
487,966
2,909
494,420John Wood

(6)
2012

-

79,654

-

79,6542011
-
496,124
-
496,124Steve

Eklund (7)
2012

150,000

79,654

11,062

240,7162011
69,231
300,248
3,828
373,307Christopher

Martens (8) (11)
2012

168,692

79,654

6,700

255,0462011
91,000
652,468
-
743,468Kevin

Hyland (9) (11)
2012

60,200

79,654

5,264

145,1182011
69,321
107,721
3,828
180,870
  (1)
Prior Chairman of the Board and Chief Executive Officer
  
  (2)
Chief Operating Officer
 (3)
Chief Marketing Officer
 (4)
Chief Financial Officer and Secretary
 (5)
Prior Chairman of Board and Secretary
 (6)
Prior President and Director
 (7)
Prior Chief Financial Officer and Director
 (8)
Prior Chief Executive Officer and Director
 (9)
Prior Vice President of Sales
 (10)
Consists of health insurance and dental insurance premiums paid by the Company
 (11)
These options have been forfeited/cancelled
 
  Employment Arrangements
  For all of our officers, we have entered into our standard at-will employment letter agreements.
 
 Director Compensation
 
 The following table sets forth the compensation of our directors for 2012:
 
 Name &
Salary


Option

All Other
TotalPrincipal
($)
Awards
Compensation
($)Position

($)
($)Munir Ali

-


-

176,069 (1)

176,069Bill Marcus

-


-

174,338 (2)

174,338David Campisi

-


2,880

-

2,880
 
 (1)
Represents the fair market value at grant date of options issued for consulting services prior to joining the Board of Directors.
  (2)
Represents 50% of the fair market value at grant date of warrants and stock issued to Only One Degree, LLC, of which Mr. Marcus was 50% owner as of December 31, 2012.  The securities were issued for consulting services prior to Mr. Marcus joining the Board of Directors.  The $174,338 is comprised of 200,000 warrants valued at $125,338 and 50,000 shares of common stock valued at $49,000.
 
 
 Outstanding Equity Awards at Fiscal Year-End
 
 The following table reflects all outstanding equity awards held by each of our named executive officers and directors as of December 31, 2012:
 
 Option and Warrant AwardsName
Number
Equity
Option

Exercise

Price ($)
Option

Expiration

Dateof
IncentiveSecurities
PlanUnderlying
Awards:Unexercised
Number ofoptions/
Securitieswarrants
Underlying(#)(1)
UnexercisedExercisable
options/warrants(#)UnexercisableDavid

Campisi
-
500,000
0.89
8/13/22100,000
-
0.89
8/13/22-
4,000
0.97
3/9/22Erick E.

Siffert
300,000
-
2.26
7/2/21-
100,000
1.00
1/1/22Aaron

Loreth
12,500
37,500
1.23
10/1/21-
35,000
1.00
1/1/22Kristian

Andresen
300,000
-
0.69
6/9/21100,000
-
2.26
7/2/21110,550
-
1.27
8/18/21100,000
-
1.00
1/1/22John Wood
300,000
-
0.69
6/9/21100,000
-
2.26
7/2/21118,120
-
1.27
8/18/21100,000
-
1.00
1/1/22Steve Eklund
100,000
-
1.23
10/1/21100,000
-
1.00
1/1/22Munir Ali
300,000
-
0.90
4/26/17Bill Marcus
50,000 (1)
-
1.20
1/25/1750,000 (1)
-
1.20
4/26/1750,000 (1)
-
1.20
7/26/1750,000 (1)
-
1.20
10/26/17
 
 (1) Represents warrants issued to Only One Degree, LLC, of which Mr. Marcus was 50% owner as of December 31, 2012.  The warrants were issued for consulting services prior to Mr. Marcus joining the Board of Directors.
 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
 The following table sets forth certain information regarding beneficial ownership of our common stock as of April 30, 2013 based on 51,222,128 shares of common stock issued and outstanding as of such date.
 
 ·
By each person who is known by us to beneficially own more than 5% of our common stock;·
By each of our officers and directors; and·
By all of our officers and directors as a group.
 Name and address of

beneficial owner
Amount of

beneficial

ownership
PercentMunir Ali, Director (1)
1,060,000
2.06%Bill Marcus, Director (2)
440,300
0.86%Erick Siffert, COO (3)
1,325,000
2.57%Aaron Loreth, CFO (4)
21,250
0.04%Kofi Brown, CMO
1,250,000
2.44%Dale Wallster, Director (6)
1,593,500
3.08%All Officers and Directors

as a Group (5)
5,690,050
10.82%
 (1)
Includes options to purchase 300,000 shares of common stock.(2)
Includes warrants to purchase 250,000 shares of common stock issued to Only One Degree, LLC. These warrants represent Mr. Marcus’ 50% ownership interest in Only One Degree, LLC.  As of April 30, 2013, the Company has granted 500,000 stock warrants to Only One Degree, LLC for consulting services.(3)
Includes options to purchase 325,000 shares of common stock.(4)
Options to purchase 21,250 shares of common stock.(5)
Includes options to purchase 946,250 shares of common stock and warrants to purchase 437,500 shares of common stock.(6)
Includes options to purchase 300,000 shares of commons stock and warrants to purchase 187,500 shares of common stock.
  
 As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.
 
 Other than the shareholders listed above, we know of no other person who is the beneficial owner of more than five percent (5%) of our common stock.
  The persons named above have full voting and investment power with respect to the shares indicated.  Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security.  Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.
 
 Item 13. Certain Relationships and Related Transactions, and Director Independence.
 
 Transactions with Related Persons
 
 Beginning in February 1, 2010, the Company entered into a consulting agreement with Exit 21 Global Solutions, LLC (“Exit 21”), an entity controlled by the Company’s former Chief Executive Officer and current Chief Operating Officer, to assist the Company with product design, creation, development, merchandising, sourcing and production.  The term of the commitment expired June 30, 2012. Throughout 2012, the Company incurred total expenses of $513,403 in connection with this agreement.
 
 From January 2012 through January 2013, the Company granted 100,000 shares and 500,000 warrants in exchange for services to Only One Degree, LLC, which is 50% owned by Bill Marcus, a member of the Company’s Board of Directors. The fair value of the stock was $98,000 and the fair value of the warrants was $280,697. The stock and warrants were fully vested upon issuance. The warrants will expire if unexercised, five years from the dates of grant.  The Company used the Black-Scholes pricing model to determine the fair value of the warrants.
 
 In April 2012, the Company granted 300,000 stock options each to Munir Ali and Dale Wallster, members of the Company’s Board of Directors for consulting services. The fair value on grant date of the options was $176,069. The Company used the Black-Scholes pricing model to determine the fair value of the options.
 In January 2013, the Company granted 500,000 stock options for services to a third-party consultant that is wholly owned by David Howitt, a prior member of the Company’s Board of Directors. The options vest over a one-year period and will expire if unexercised, ten years from the date of grant. The fair value of these options on grant date was $227,101.  The Company used the Black-Scholes pricing model to determine the fair value of the options.
 Review, Approval or Ratification of Transactions with Related Persons
 
 We have no policy regarding entering into transactions with related persons.
  Director Independence
 
 The Board of Directors consists of a majority of independent directors, as independence is determined in accordance with Toronto Stock Exchange standards. The Board of Directors has determined that Mr. Marcus is independent under this standard.
 
 Item 14. Principal Accounting Fees and Services.
 
 The fees billed for professional services rendered by our principal accountants are as follows:
 
 Fiscal




Audit-

Related





All OtherYear

Audit Fees


Fees


Tax Fees


Fees2012

$
139,865


$
107,500
(1)


-



-2011

$
60,000



-



-



-
 
 (1)
Represents fees associated with the Company’s initial public offering on the TSX and restatement of the Company’s form 10-K, and form 10-Q’s for the periods ending December 31, 2011, March 31, 2012 and June 30, 2012.
 
 PART IV
 Item 15
Exhibits, Financial Statement Schedules
 
 Number
Exhibit31.1
Rule 13a-14(a) Certification of Principal Executive Officer31.2
Rule 13a-14(a) Certification of Principal Financial Officer32.1
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Executive Officer32.2
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Financial Officer
 
 
 SIGNATURES
 
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 Respect Your Universe, Inc.Date:  April 30, 2013
/s/ Craig BrodCraig Brod, Chief Executive Officer