-----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, L5wkjN3PHtweBuf52RMMImy0Yb5SOk3WhaQELURm2x2HBTqo5FwK9mel7mxGNA0n /GxALms8IUn5E7cly1yRVw== 0001019056-00-000117.txt : 20000228 0001019056-00-000117.hdr.sgml : 20000228 ACCESSION NUMBER: 0001019056-00-000117 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000225 ITEM INFORMATION: FILED AS OF DATE: 20000225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRUDY CORP CENTRAL INDEX KEY: 0000815098 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 061007765 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-16056 FILM NUMBER: 553388 BUSINESS ADDRESS: STREET 1: 353 MAIN AVE STREET 2: PO BOX 679 CITY: NORWALK STATE: CT ZIP: 06851 BUSINESS PHONE: 2038462274 MAIL ADDRESS: STREET 1: 353 MAIN AVE STREET 2: PO BOX 679 CITY: NORWALK STATE: CT ZIP: 06851 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 25, 2000 TRUDY CORPORATION 353 Main Avenue Norwalk, Connecticut 06851 Commission File No. 0-16056 Incorporated in the State of Delaware Federal Identification No. 06-1007765 Telephone: (203) 846-2274 Item 5. Other Events. ------------- The Registrant announced on February 21, 2000 that Janex International, Inc. agreed in principle to purchase the Common Stock of the Registrant beneficially owned by the Burnham Family and Directors and employees of the Registrant. See attached Exhibit 1. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TRUDY CORPORATION Date: February 25, 2000 By /s/ WILLIAM W. BURNHAM ------------------------- William W, Burnham, President -3- EX-1 2 EXHIBIT 1 EXHIBIT 1 February 21, 2000 FOR IMMEDIATE RELEASE Contact: William T. Carney Telephone: 203-846-2274 Facsimile: 203-846-1776 TRUDY ANNOUNCES THAT MAJORITY SHAREHOLDERS WILL SELL SHARES TO JANEX INTERNATIONAL Norwalk, Connecticut, February 21, 2000 - Trudy Corporation (OTCBB: TRDY) announced today that Janex International, Inc. (OTCBB: JANX) agreed in principle to purchase the Common Stock of the Corporation beneficially owned by the Burnham Family and Directors and employees of the Corporation amounting to approximately 228,730,000 shares or 64% of the issued and outstanding common stock of the Corporation. Consideration for the purchase will be $319,400 in cash and 348,436 shares of Janex Common Stock, valued for purposes of the transaction at $5.50 per share, representing an aggregate value of $1,916,400. If the market price of Janex Common Stock is not at least $5.50 at the closing and does not achieve such price within twelve months thereafter, Janex will issue additional shares. Notes in the amount of approximately $1.7 million held by the Burnham family will be paid at the closing or within twelve months of the closing. Janex International has agreed to fund the ongoing working capital needs of Trudy Corporation and has also agreed to purchase the balance of Trudy Corporation's Common Stock owned by the minority shareholders should the share price of Trudy Common fall below the Janex offer price to the majority shareholders for a 30 day period within 12 months of closing. This transaction replaces at closing Trudy's obligations under the Global Merger Agreement, dated June 7, 1999, among the Corporation, Janex, Futech Interactive Products, Inc. and certain other parties. The transaction is subject to the execution of a definitive agreement and is expected to occur by April 1, 2000. Trudy, which does business under the name Soundprints, publishes juvenile story books and audiocassettes which are sold in conjunction with contract manufactured educational toys to the retail and mail order markets. Trudy is traded on the OTC through the pink sheets under the symbol TRDY. ### -4- -----END PRIVACY-ENHANCED MESSAGE-----