8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 10, 2004

The First Years Inc.

(Exact Name of Registrant as Specified in Its Charter)

Massachusetts

(State or Other Jurisdiction of Incorporation)

0-7024	04-2149581
(Commission File Number)	(IRS Employer Identification No.)

One Kiddie Drive Avon, Massachusetts	02322-1171
(Address of Principal Executive Offices)	(Zip Code)

(508) 588-1220

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01. Other Events

On September 10, 2004, The First Years Inc. issued a press release to announce it had reached an agreement in principle to settle the stockholder litigation related to its proposed merger with RC2 Corporation. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1.

ITEM 9.01 Financial Statements and Exhibits

(c) Exhibits.

Exhibit No.	Description
99.1*	Press Release issued by The First Years Inc. on September 10, 2004

* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE FIRST YEARS INC.
Date: September 10, 2004
	By:	/s/ John R. Beals
	Name:	John R. Beals
	Title:	Senior Vice President – Finance, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
99.1*	Press Release issued by The First Years Inc. on September 10, 2004

* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

EX-99.1

EXHIBIT 99.1

[The First Years Inc. Logo] The First Years Inc. Corporate Headquarters One Kiddie Drive Avon, MA 02322-1711 Tel: 508-588-1220 Fax: 508-580-6849 www.thefirstyears.com

Contact: John Beals

Senior Vice President, Finance and Treasurer

(508) 588-1220

The First Years Inc. Agrees to Settle Stockholder Litigation Related

to Pending Merger with RC2 Corporation

AVON, Massachusetts, September 10, 2004 — The First Years Inc. (Nasdaq: KIDD), a leading marketer of parenting products for infants and toddlers, announced today that an agreement in principle had been reached to settle the stockholder litigation related to its proposed merger with RC2 Corporation (Nasdaq: RCRC). The lawsuit was filed on June 30, 2004 as a putative class action complaint in the Superior Court Department of the Trial Court Civil Action Business Litigation Session of The Commonwealth of Massachusetts, Suffolk County, naming as defendants The First Years and each member of its Board of Directors.

Under the terms of the proposed settlement, The First Years directors’ and officers’ liability insurer will pay a total of $100,000 to plaintiff’s counsel for their reasonable attorneys’ fees and expenses. There can be no assurance, however, that the court will approve the proposed settlement or that the final settlement will be under the same terms as those contemplated.

The proposed merger remains subject to the satisfaction of closing conditions, including the approval of the stockholders of The First Years. As previously announced, a special meeting of the stockholders of The First Years to vote upon the merger agreement is scheduled for September 14, 2004. If stockholder approval is obtained, and all other conditions are met, the parties anticipate that the closing of the merger will occur shortly after the special meeting.

Forward-Looking Statements

This document contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the settlement of the stockholder litigation related to the pending merger and the subsequent completion of the merger. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. These risks include the ability to obtain court approval of the proposed settlement, the ability to obtain necessary stockholder approval of the merger agreement, the ability to satisfy the other conditions to closing of the merger, and the other risks that are described from time to time in The First Years’ filings with the Securities and Exchange Commission.