-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ia/6RclF7V0Rd6QoNMuGnuf8ldps4+lxBFvZCWjj1qZdBnEXNwpTLHzrhiOT7P+D yixDmHbBhTHT+q0S8gTxkA== 0001193125-04-154991.txt : 20040910 0001193125-04-154991.hdr.sgml : 20040910 20040910164141 ACCESSION NUMBER: 0001193125-04-154991 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040910 DATE AS OF CHANGE: 20040910 EFFECTIVENESS DATE: 20040910 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST YEARS INC CENTRAL INDEX KEY: 0000055698 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PLASTIC PRODUCTS [3080] IRS NUMBER: 042149581 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-07024 FILM NUMBER: 041025942 BUSINESS ADDRESS: STREET 1: ONE KIDDIE DR CITY: AVON STATE: MA ZIP: 02322-1171 BUSINESS PHONE: 5085881220 MAIL ADDRESS: STREET 1: ONE KIDDIE DR CITY: AVON STATE: MA ZIP: 02322-1171 FORMER COMPANY: FORMER CONFORMED NAME: KIDDIE PRODUCTS INC DATE OF NAME CHANGE: 19920703 DEFA14A 1 ddefa14a.htm ADDITIONAL MATERIALS Additional Materials

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.    )

 

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))
¨ Definitive Proxy Statement
x Definitive Additional Materials
¨ Soliciting Material Under Rule 14a-12

 

THE FIRST YEARS INC.

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) Title of each class of securities to which transaction applies:

 

  (2) Aggregate number of securities to which transaction applies:

 

  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

  (4) Proposed maximum aggregate value of transaction:

 

  (5) Total fee paid:

 

¨ Fee paid previously with preliminary materials:

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

 

  (1) Amount previously paid:

 

  (2) Form, Schedule or Registration Statement No.:

 

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  (4) Date Filed:


On September 10, 2004, The First Years Inc. issued the following press release:

 

[The First Years Inc. Logo]

 

       

The First Years Inc.

 

Corporate Headquarters

 

Contact: John Beals

Senior Vice President, Finance and Treasurer

(508) 588-1220

     

One Kiddie Drive

Avon, MA 02322-1711

Tel: 508-588-1220

Fax: 508-580-6849

www.thefirstyears.com

 

 

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.

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