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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
MAY 30, 1997
(Date of earliest event reported).
KIDDIE ACADEMY INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 1-14052 52-1938283
(State of Incorporation) (Commission File Number) (IRS Employer I.D. No.)
108 WHEEL ROAD, BEL AIR, MARYLAND 21015
(Address of principal executive offices)
Registrant's telephone number: 410-515-0788
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On May 22 and 23, 1997, George L. Miller and
Pauline J. Miller, as joint tenants, executed orders to
purchase 90,000 additional shares of common stock, $0.01 par
value per share (the "Shares"), of Kiddie Academy
International, Inc. (the "Registrant"). On May 30, 1997,
George and Pauline Miller became holders of record of the
additional Shares they purchased on May 22 and 23 and became,
together with their son, Michael J. Miller, the holders of a
majority of the issued and outstanding Shares of the
Registrant (the Millers are collectively referred to as the
"Miller Group"). The Miller Group previously acquired 925,000
of the Shares in connection with the initial public offering
of the Registrant on or about December 12, 1995. Additionally,
George L. Miller previously purchased 2,000 Shares on January
17, 1996. The Miller Group now owns beneficially 1,017,000
Shares in the aggregate or 50.2% of the issued and outstanding
Shares.
Specifically, on May 22, 1997, George L.
Miller and Pauline J. Miller, as joint tenants, purchased
10,000 Shares at $0.26 per Share; and, on May 23, 1997, they
purchased the following Shares at the following prices: (i)
2,500 Shares at $0.53 per Share; (ii) 2,500 Shares at $0.75
per Share; (iii) 20,000 Shares at $.99 per Share; (iv) 5,000
Shares at $1.00 per Share; (v) 15,000 Shares at $1.00 per
Share; (vi) 5,000 Shares at $1.00 per Share; and (vii) 30,000
Shares at $1.20 per Share. All purchases were unsolicited
O.T.C. broker trades executed through Merrill Lynch, Pierce,
Fenner & Smith, Inc.
The funds used by George and Pauline Miller,
as joint tenants, to purchase the additional 90,000 Shares of
the Registrant were obtained from various sources, including
personal funds, borrowing certain funds from Michael J.
Miller, and drawing down on a personal line of credit from a
bank. The total amount of funds, including commissions, used
in making the purchases to date is $90,943.99.
Specifically, on May 22, 1997, Michael J.
Miller loaned George and Pauline Miller $15,000 of his
personal funds to be used by his parents to purchase Shares.
On May 27, 1997, Michael J. Miller loaned an additional
$20,000 to George and Pauline Miller, which Michael J. Miller
borrowed from The Sparks State Bank (the "Bank") by drawing
down from a pre-existing personal line of credit with the
Bank. The parties' oral understanding as to the loans from
Michael J. Miller to his parents is that they are payable on
demand at an interest rate equal to the applicable federal
rate. Also, on May 22, 1997, George L. Miller borrowed $30,000
from the Bank by writing a check from his pre-existing
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personal line of credit with the Bank. The terms of these
lines of credit from the Bank to members of the Miller Group
were set forth as Exhibits 3 and 4 to Schedule 13D filed by
the Miller Group on June 2, 1997, the terms of which are
incorporated herein by reference. The balance of the funds
used by George and Pauline Miller, as joint tenants, were
derived from their personal funds.
A change in control of the Registrant
occurred on May 30, 1997, when the Miller Group executed a
written consent to shareholder action, as permitted under
Section 228 of the Delaware General Corporation Law, and
delivered it to the principal place of business of the
Registrant. By virtue of the written consent, the majority
shareholders amended the bylaws to, among other things,
increase the number of directors from six to nine. The
majority shareholders also elected (i) Pauline J. Miller, (ii)
Gary Miller, personal accountant to the Millers and Penguin
Properties, a company owned by members of the Miller Group,
and (iii) Diane Amato, Executive Vice President of Registrant,
to fill the three newly created vacancies. Gary Miller is not
related to any member of the Miller Group. The majority
shareholders also removed Angelo D. Bizzarro and Carl Meil,
Jr., as directors of Registrant. Subject to the approval of
Barington Capital Group, L.P., the underwriter of the
Registrant's initial public offering (the "Underwriter") and
pursuant to the Registrant's agreement with the Underwriter,
the shareholders recommended Lawrence V. Fila and Glenn
Brainer to the Underwriter to replace the removed directors.
On May 31, 1997, at a special meeting, the
newly seated board of directors of the Registrant voted to
place the Registrant's Chief Executive Officer, Angelo D.
Bizzarro, on administrative leave. In Mr. Bizzarro's absence,
Michael J. Miller, the President, has assumed control of the
Registrant's day to day operations, pursuant to the
Registrant's bylaws.
On June 2, 1997, two existing directors,
Julian R. Siegel and James Mitarotonda, resigned.
(b) The Registrant is not aware of any
arrangements the operation of which may at a subsequent date
result in another change of control of Registrant.
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ITEM 7. EXHIBITS
99 - Press Release
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of Registrant and in the
capacities and on the date indicated.
Date: June 10, 1997
KIDDIE ACADEMY INTERNATIONAL, INC.
By: /S/ MICHAEL J. MILLER, PRESIDENT
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Michael J. Miller, President
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Exhibit 99 - PRESS RELEASE
Contact: Guy Matta, CFO 108 Wheel Road
Kiddie Academy International, Inc. Bel Air, Maryland
Phone 410 515 0788 21015
For Immediate Release
Press Release
Shareholder and Director Changes Announced
Baltimore, MD, June 2, 1997: Kiddie Academy International, Inc. (the Company)
announced today that George L. Miller, Pauline J. Miller and Michael J. Miller,
the founding family and principal stockholders of the Company, have assumed
control of the Company as a result of acquiring sufficient additional shares of
the Company's common stock to give them a majority. By written consent without a
meeting executed and delivered to the Company on Friday, May 30, 1997, the
Millers have increased the size of the Board of Directors, adding three new
Directors, and have replaced two of the existing Directors of the Company. A
third existing Director resigned today.
In addition, on Saturday, May 31, 1997, the newly seated Board of Directors
placed Angelo D. Bizzarro, the Company's Chief Executive Officer, on
administrative leave. Michael J. Miller, president of the Company, has
temporarily assumed the duties of the Chief Executive Officer in Mr. Bizzarro's
absence, in accordance with the Company's Bylaws. New management is addressing
the serious liquidity problems currently facing the Company.
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