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: February 25, 2000
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 February 21, 2000 that Janex International, Inc.
agreed in principle to purchase the Common Stock of the Registrant beneficially
owned by the Burnham Family and Directors and employees of the Registrant. See
attached Exhibit 1.
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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: February 25, 2000 By /s/ WILLIAM W. BURNHAM
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William W, Burnham, President
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EXHIBIT 1
February 21, 2000
FOR IMMEDIATE RELEASE
Contact: William T. Carney
Telephone: 203-846-2274
Facsimile: 203-846-1776
TRUDY ANNOUNCES THAT MAJORITY SHAREHOLDERS WILL SELL SHARES TO JANEX
INTERNATIONAL
Norwalk, Connecticut, February 21, 2000 - Trudy Corporation (OTCBB: TRDY)
announced today that Janex International, Inc. (OTCBB: JANX) agreed in principle
to purchase the Common Stock of the Corporation beneficially owned by the
Burnham Family and Directors and employees of the Corporation amounting to
approximately 228,730,000 shares or 64% of the issued and outstanding common
stock of the Corporation. Consideration for the purchase will be $319,400 in
cash and 348,436 shares of Janex Common Stock, valued for purposes of the
transaction at $5.50 per share, representing an aggregate value of $1,916,400.
If the market price of Janex Common Stock is not at least $5.50 at the closing
and does not achieve such price within twelve months thereafter, Janex will
issue additional shares. Notes in the amount of approximately $1.7 million held
by the Burnham family will be paid at the closing or within twelve months of the
closing.
Janex International has agreed to fund the ongoing working capital needs of
Trudy Corporation and has also agreed to purchase the balance of Trudy
Corporation's Common Stock owned by the minority shareholders should the share
price of Trudy Common fall below the Janex offer price to the majority
shareholders for a 30 day period within 12 months of closing. This transaction
replaces at closing Trudy's obligations under the Global Merger Agreement, dated
June 7, 1999, among the Corporation, Janex, Futech Interactive Products, Inc.
and certain other parties.
The transaction is subject to the execution of a definitive agreement and is
expected to occur by April 1, 2000.
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.
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