HARMONY HOLDINGS INC
8-K, 1997-07-31
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.







                                    Form 8-K

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

                 Date of earliest event reported: July 22, 1997

                             Harmony Holdings, Inc.
               (Exact name of registrant as specified in charter)



           Delaware                0-19577             95-4333330
(State or Other Jurisdiction of   (Commission          (I.R.S. Employer
 Incorporation or Organization)    File Number)         Identification No.)
                        

                       1990 Westwood Boulevard, Suite 310
                       Los Angeles, California 90025-4676

                    (Address of Principal Executive Offices)
                                  
                                 (310) 446-7700

              (Registrant's Telephone Number, Including Area Code)

 
         1990 Westwood Boulevard, Suite 310, Los Angeles, California      90025
                  (Address of principal executive offices)            (Zip code)



        


 
<PAGE>


                              Item 5. Other Events

On July 22, 1997,  Christopher  T. Dahl was  appointed to the Board of Directors
and named  chairman.  Following Mr. Dahl's  appointment the other members of the
board  resigned and the  following  new  directors  were  appointed:  William E.
Cameron, Richard W. Perkins and William Toles. Messrs Dahl, Cameron, Perkins and
Toles now constitute the entire board of directors.

         On July 25,  1997,  the  Company  acquired  230,769  shares of  Harmony
Holdings stock from Unimedia, S.A., a French company (AUnimedia@), at a price of
$2.60 per share.  The closing  price on July 25, 1997 was $2.63.  As part of the
transaction  Unimedia dismissed the lawsuit filed on October 9, 1996 against the
Company and its Chairman of the Board in the United  States  District  Court for
the Central District of California with prejudice.

                                   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 duly authorized.

                                                         Harmony Holdings, Inc.
                                                             Registrant


Date: July 30, 1997                                     By:   /s/Brian Rackohn
                                                             Brian Rackohn, CFO


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