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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): JUNE 12, 2000
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ETOYS INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-25709 95-4633006
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3100 Ocean Park Blvd., Suite 300, Santa Monica, California 90405
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (310) 664-8100
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(Former Name or Former Address, if Changed since Last Report)
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Item 5. Other Events.
On June 12, 2000, eToys Inc. (the "Company") issued 10,000
shares of its Series D Convertible Preferred Stock and related Warrants in a
private placement to institutional investors. The Company estimates the net
proceeds of the offering, after expenses, to be approximately $97,500,000. The
Series D Convertible Preferred Stock is subject to the terms and conditions of
the Certificate of Designations, Preferences and Rights attached hereto as
Exhibit 3.1. The Warrants are subject to the terms and conditions of the form of
Warrant attached hereto as Exhibit 4.1. Pursuant to a Registration Rights
Agreement attached as Exhibit 10.1, the Company has agreed to prepare and file
with the Securities and Exchange Commission a registration statement covering
the resale of the shares of Common Stock issuable pursuant to the terms of the
Series D Convertible Preferred Stock and related Warrants. The terms of the
private placement are more fully set forth in the Securities Purchase Agreement
attached hereto as Exhibit 10.2.
Item 7. Financial Statements, PRO FORMA Financial Information and Exhibits
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits
EXHIBIT DESCRIPTION
3.1 Certificate of Designations, Preferences and Rights
4.1 Form of Warrant
10.1 Registration Rights Agreement
10.2 Securities Purchase Agreement
99.1 Press Release
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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.
eToys Inc.
(Registrant)
By: /s/ PETER JUZWIAK
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Name: Peter Juzwiak
Title: Vice President and
General Counsel
Date: June 12, 2000
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