CARLSBAD, Calif.—The board of directors of Orange 21 [Nasdaq: ORNG], owner of Spy Optic, has filed a document with the United States Securities Exchange Commission (SEC) rejecting a proposal from Mark Simo, No Fear, Inc. CEO, to merge the company with No Fear Retail Stores Inc. Orange 21 stated in the SEC filing, "The company reviewed the proposal and is not considering it further at this time."

According to the SEC, No Fear, Inc. currently owns 12.8 percent of Orange 21’s outstanding shares of common stock while Simo owns approximately 1.6 percent of Orange 21’s common stock and his brother, Brian Simo, president of No Fear, Inc. owns 1.1 percent of the outstanding shares.

Additionally, SEC filings indicate that No Fear, Inc. led by the Simo brothers, founded Spy Optics in 1992 and Orange 21/Spy Optics later became a publicly traded company on Dec, 13, 2004.

Mark Simo resigned as CEO of Orange 21 on Sept. 29, 2008 and was replaced by chairman of the board A. Stone Douglass. Simo had previously also held the position of CEO of Orange 21 from August 1994 to July 2004.

Simo released a statement on Nov. 11, 2008 on behalf of No Fear, Inc. stating that it will continue to pursue the matter.

A merger between the two companies was also unsuccessfully proposed in 2007.