-----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, SihmtsKFIZ7TW08PbpTq6vV1tc5ZbgMol/Qr9BWzcF10FkuwBbOrdCtrKVg41PcH hFIEF/+bXo1iPSYkvUJpEw== 0001019056-99-000628.txt : 19991125 0001019056-99-000628.hdr.sgml : 19991125 ACCESSION NUMBER: 0001019056-99-000628 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991123 ITEM INFORMATION: FILED AS OF DATE: 19991124 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: 99763946 BUSINESS ADDRESS: STREET 1: 353 MAIN AVE CITY: NORWALK STATE: CT ZIP: 06850 BUSINESS PHONE: 2038462274 MAIL ADDRESS: STREET 1: 353 MAIN AVE CITY: NORWALK STATE: CT ZIP: 06850 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: November 23, 1999 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 November 23, 1999 that it had noted unusually high volume and swings in prices paid for its shares of Common Stock and that the terms of its previously announced merger with Futech Interactive Products, Inc., et. al., were being reviewed by the Boards of Futech and the Registrant. See attached Exhibit 1. 1 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: November 23, 1999 By /s/ WILLIAM W. BURNHAM --------------------------- William W, Burnham, President 2 EX-1 2 EXHIBIT 1 EXHIBIT 1 November 23, 1999 FOR IMMEDIATE RELEASE Contact: Richard Saltz Telephone: 203-846-2274 Facsimile: 203-846-1776 TRUDY NOTES HIGH TRADING VOLUME AND PRICE SWINGS IN STOCK; ANNOUNCES MERGER WITH FUTECH IS BEING REVIEWED Norwalk, Connecticut, November 23, 1999 - Trudy Corporation (OTCBB: TRDY) announced today that it had noted unusually high volume and swings in prices paid for shares of its Common Stock in trading over the past three days on the OTC market. The Company pointed out that, as previously disclosed to the public, it is party to a merger agreement dated June 7, 1999, which provides for the merger of the Company, Futech Interactive Products, Inc. ("Futech"), Fundex Games, Ltd., DaMert Company and Janex International, Inc. into a newly incorporated Delaware company ("New Futech") or a subsidiary thereof. The previously disclosed purchase price for all of the Common Stock of the Company is approximately $3.5 million in a combination of New Futech Common Stock (valued at $3.0 million) and cash of approximately $456,000. Since, on a fully diluted basis, there will be approximately 378 million shares of the Company outstanding, the purchase price represents consideration of less than one cent per share. The Company further announced that the terms and provisions of the merger are currently being reviewed by the Boards of Directors of Futech and the Company itself. For a number of reasons, including the complexity of the transaction and the protracted period during which the Securities and Exchange Commission has reviewed the required filings with regard to the merger, there is no assurance that the merger will be completed on the basis of the previously announced terms. The Company disclaims any obligation in the future to address in public announcements or otherwise unusual patterns of trading in its Common Stock or unusual prices or price swings thereof. 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. ### 3 -----END PRIVACY-ENHANCED MESSAGE-----