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
<PAGE>
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
<PAGE>
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
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
