Heelys Inc. has hit another bump in the road.
On Thursday, Roger Adams, a member of the board of directors and the inventor of the wheeled footwear, resigned his position on the board, along with Richard Middlekauff, also a board member and a cousin to Adams.
In his resignation letter, Adams said he was troubled by the board’s refusal to entertain an offer made by Skechers USA Inc. a year ago to buy the company at $4.75 to $5.10 a share.
“In mid-August 2008, Skechers increased its offer to $5.25 per share,” Adams wrote. “I expressed my view at that time that Heelys was not likely to provide the most value to its stockholders as a standalone company and that it needed to pursue strategic alternatives (such as a possible transaction with Skechers) in order to optimize value to Heelys stockholders. For reasons I still do not understand, the board never fully considered the Skechers offer and decided instead to reject it out of hand.”
Similarly, Middlekauff expressed in his resignation letter his dismay at the company’s determination to operate as an independent company. “Unfortunately, it appears that the majority of the board charted a different course, giving scant attention to the offers from Skechers and other third-party prospective buyers, and instead pursued an untimely and expensive restructuring of the company by installing management having no actual experience in the shoe industry,” he wrote.
Heelys, however, disagreed with Adams’ and Middlekauff’s assertions.
In a filing with the Securities and Exchange Commission on Thursday, it insisted that the board was focused on increasing the long-term value of the company, adding, “The board believes the allegations or disagreements expressed in the resignation letters are motivated primarily by the strong personal interest of Mr. Adams and Mr. Middlekauff to liquidate all or a significant portion of their respective shares of the company, rather than their purported focus on the long-term best interests of the company and its stockholders.”