TRUDY CORP
8-K, 2000-03-06
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                          Date of Report: March 6, 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


<PAGE>

ITEM 5.  OTHER EVENTS.

The Registrant announced on March 3, 2000 that its Chairman and Chief Executive
Officer, William W. Burnham, had embarked on the sale of up to 3,498,000 shares
of the Company's Common Stock, the proceeds of which will be loaned back to the
Company. See attached Exhibit 1.

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<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: March 6, 2000                By /s/ WILLIAM W. BURNHAM
                                      ------------------------------------------
                                          William W, Burnham, Chairman and Chief
                                          Executive Officer



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                                                                       EXHIBIT 1
                                                                       ---------

                                                             March 3, 2000

                                                FOR IMMEDIATE RELEASE
                                                Contact: William T. Carney
                                                Telephone: 203-846-2274
                                                Facsimile:  203-846-1776

TRUDY ANNOUNCES THAT CEO WILLIAM BURNHAM TO SELL UP TO 3.5 MILLION SHARES AND
TO INVEST PROCEEDS IN BUSINESS

Norwalk, Connecticut, March 3, 2000 - Trudy Corporation (OTCBB: TRDY) announced
today that its Chairman and Chief Executive Officer, William W. Burnham, had
embarked on the sale of up to 3,498,000 shares of the Company's Common Stock.
Mr. Burnham will loan the proceeds, estimated to be approximately $130,000, net
after federal and state income taxes, from this sale back to the Company to fund
its working capital needs and product development in anticipation of the
purchase of the Trudy Common Stock from the Burnham Family and Directors and
employees of the Company by Janex International. Mr. Burnham owned approximately
113 million shares of Common Stock before the sale. There are approximately 350
million shares of the Company's Common Stock outstanding.

Trudy, which does business under the name Soundprints, publishes juvenile story
books and audiocassettes, some under license with the Smithsonian Institution.
These are sold in conjunction with contract manufactured educational toys to the
retail, school, and mail order markets. Trudy is traded on the OTC through the
pink sheets under the symbol TRDY.

                                       ###


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