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: December 18, 1998
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
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Item 5. Other Events.
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The Registrant announced on December 18, 1998, that it had entered into a letter
of intent providing for the acquisition of the Registrant by Futech Interactive
Products, Inc. See attached Exhibit 1.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
1. Press release of the Registrant, dated December 18, 1998.
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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.
TRUDY CORPORATION
Date: December 23, 1998 By /s/ WILLIAM W. BURNHAM
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William W. Burnham, President
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EXHIBIT 1
December 18, 1998
FOR IMMEDIATE RELEASE
Contact: William T. Carney
Phone: 1-203-846-2274
Fax: 1-203-846-1776
FUTECH INTERACTIVE PRODUCTS INC. TO ACQUIRE TRUDY CORPORATION
NORWALK, CONNECTICUT: Trudy Corporation (OTCBB: TRDY) and its wholly
owned division, Soundprints, announced today it has entered into a letter of
intent providing for the acquisition of Trudy by Futech Interactive Products,
Inc. Futech is a privately held children products manufacturer and distributor
based in Phoenix, Arizona.
The letter of intent provides for the acquisition of all the Common
Stock of Trudy, including shares subject to option, for a purchase price of
approximately $3.5 million, representing a combination of Futech Preferred Stock
(valued at $3,000,000) and cash in the amount of $500,000. In addition, Futech
will guarantee the repayment of certain Officer loans approximating $800,000. On
a fully diluted basis, approximately 364 million shares of Common Stock of Trudy
are issued and outstanding. The transaction will be structured to be tax free to
shareholders of Trudy in respect to the stock portion of the consideration. In
addition, the transaction is subject to the negotiation, execution and delivery
of definitive documents, approval of the Board of Directors and shareholders of
Trudy and Futech, as required by law, and certain other terms and conditions.
Commenting on the sale, William W. Burnham, chairman and president,
said "The decision to sell came after a long and protracted effort to
recapitalize the company from its position as a publicly held, delisted stock
for which there were virtually no market makers. Soundprints has been actively
seeking a partner to take the company from a small niche press to a main stream
book publisher. The marriage with Futech will allow Soundprints' publishing and
related toy development program to expand significantly under its licensed
partners, The Smithsonian Institution and The Nature Conservancy. In addition,
Futech's other childrens' book properties, Talking Pages, Little Tiger Press and
Gold Star Publishing will provide the critical mass for Soundprints to break new
ground with a greater number of booksellers and specialty retailers."
Trudy Corporation is a publisher of storybooks under the imprint,
Soundprints, and a manufacturer of companion realistic stuffed animals and audio
cassettes under license with the Smithsonian Institution and The Nature
Conservancy. For its most recent fiscal
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year ending March 31,1998, sales were $5.0 million, up 4.3% over the prior year
period. For the six months ending September 30, 1998, sales were $1.7 million,
down from $2.2 million over the prior year comparable period. Soundprints'
distribution includes accounts like The Nature Company, Borders and the
warehouse clubs where its products are sales leaders in the children's book
departments.
Futech Interactive Products Inc. is a diversified private company
with corporate offices in Phoenix, Arizona. Futech designs, publishes,
manufactures and markets interactive, educational, promotional and entertainment
products (i.e. books, games and other products with sound capabilities) targeted
primarily toward children. The Company owns a patented technology that utilizes
specialized conductive ink to print interactive touch points that will trigger
speech, music and sound effects. Futech distributes proprietary products as well
as products from third party publishers, to warehouse clubs, national book
chains, specialty and independent retailers and major toy chains. Futech also
licenses this technology to major entertainment and publishing companies.
Trudy is the seventh Futech acquisition or joint venture of 1998. In
an extraordinary effort to enhance Futech's product mix and distribution
channels, Futech has purchased or agreed to purchase The Gick Company (a
California based manufacturer and distributor of foam-based post cards and other
specialty products), XYZ Distributors (a Wisconsin based book distributor),
Janex (a New Jersey based designer, developer and manufacturer of children's toy
products), Fundex Games (an Indiana based designer, manufacturer and distributor
of children's toys and games), Little Tiger Press, USA (the United States
portion of a London based children's picture book publisher), Gold Star
Publishing (an exclusive joint venture with award winning children's book
author, Joy Berry, to develop exciting educational products for children) and
Trudy Corporation (dba Soundprints).
"It is Futech's goal to become a major children's product company
with quality products and services behind these products," observed Vincent W.
Goett, chairman and CEO of Futech. "Soundprints adds an important piece of the
puzzle to accomplish this objective through current personal editorial and
publishing expertise proven by Soundprints' twelve Parent Choice Awards, six of
which were awarded this month. The synergies of Soundprints and its east coast
distribution facilities are ideal and move Futech closer to achieving its
overall objectives. We're excited about the addition of Soundprints to the
Futech family of companies."
The transaction is expected to close by the end of February. Trudy
Corporation is traded on the OTC through the pink sheets under the symbol TRDY.
