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: May 5, 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.
The Registrant announced on May 4, 2000 that Janex International, Inc. entered
into an agreement to acquire control of the Registrant through the purchase of
Common Stock of the Registrant beneficially owned by the Burnham Family. See
attached Exhibit 1.
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: May 5, 2000 By /s/ WILLIAM W. BURNHAM
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William W. Burnham, President
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EXHIBIT 1
May 4, 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, May 4, 2000 - Trudy Corporation announced today that Janex
International, Inc. has entered into a definitive stock purchase and sale
agreement to acquire control of the Corporation through the purchase of Common
Stock of the Corporation beneficially owned by the Burnham Family, amounting to
182,412,000 shares or 52% of the issued and outstanding Common Stock of the
Corporation. Consideration for the purchase will be 920,000 shares of Janex
Common Stock, valued for purposes of the transaction at $2.00 per share,
representing an aggregate value of $1,840,000. Indebtedness owed by the
Corporation to the Burnham Family in the amount of approximately $1.5 million
will be paid at the closing through the issuance of additional Janex shares,
also valued at $2.00 per share. If the market price of Janex Common Stock is not
at least $2.00 at the closing and does not achieve such price within 24 months
thereafter, Janex will issue additional shares with regard to the 920,000 shares
and the shares representing payment of the indebtedness owed to the Burnham
Family. Furthermore, Janex has agreed to pay $650,000 in cash to two members of
the Burnham Family in liquidation of additional debt of the Corporation.
Janex has also agreed to purchase the balance of Trudy Corporation's Common
Stock owned by the minority shareholders on the same terms if the Corporation's
share price is below an average of $0.01 per share over any four consecutive
calendar weeks during the three month period prior to the one year anniversary
of the 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 closing of the transaction is subject to the satisfaction of a number of
conditions, including the completion of satisfactory due diligence by the
Burnham Family and by Janex and the approval of Janex's stockholders, if
required. The transaction is expected to close by July 31, 2000.
Trudy, which does business under the name Soundprints, publishes juvenile
storybooks and audiocassettes which are sold in conjunction with contract
manufactured educational toys to the retail and mail order markets.
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Becoming a member of the Janex family of publishing and allied Internet
companies will allow Soundprints to expand its publishing programs into the fast
growing supplemental education market. Its proprietary content whose copyrights
are owned jointly by Soundprints and the Smithsonian Institution will now be
able to be electronically distributed by Janex's OKIDS.com website to media
centers of schools and libraries through an expanded publishing program of
edutainment storybooks and teaching materials.
Trudy is traded on the OTCBB under the symbol TRDY.
This press release contains "forward-looking statements" (within
the meaning of the Securities Litigation Reform Act of 1995) that
inherently involve risks and uncertainties. The Corporation's
expansion into the supplemental education market could be
adversely affected by several factors, including, but not limited
to, the Corporation's and/or Janex's ability to fund their
working capital needs, changes in the children's book publishing
and supplemental education market, technological problems,
general economic conditions, increases in costs, and other
general competitive factors.
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