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 10, 1999
HARMONY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-19577 95-4333330
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(State or other (Commission File No.) (IRS Employer ID No.)
jurisdiction
of incorporation)
5501 EXCELSIOR BOULEVARD, MINNEAPOLIS, MINNESOTA 55416
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(Address of principal executive offices)
(612) 925-8840
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(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS.
(a) Reference is made to the Press Release issued to the public by the
Registrant on February 10, 1999, and attached hereto as an exhibit, relating to
the removal of the Registrant from Nasdaq SmallCap Market to the OTC Bulletin
Board.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Press Release dated February 10, 1999.
<PAGE>
SIGNATURE
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.
Dated: February 11, 1999 HARMONY HOLDINGS, INC.
BY: /s/ James G. Gilbertson
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James G. Gilbertson
ITS: Chief Operating Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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99.1 Press Release dated February 10, 1999.
EXHIBIT 99.1
HARMONY HOLDINGS, INC.
5501 Excelsior Boulevard
Minneapolis, Minnesota 55416
Telephone (612) 925-8840
Facsimile (612) 925-8845
NEWS
Contact: Christopher T. Dahl, Chief Executive Officer (612) 925-8840
MINNEAPOLIS, Harmony Holdings, Inc. (Harmony; OTCBB: HAHO) announced
that effective as of close of business on February 9, 1999, Harmony's shares of
common stock have been removed from the Nasdaq SmallCap Market and are now being
traded on the OTC Bulletin Board which is run and operated by Nasdaq. Harmony's
trading symbol will remain the same.
"This event is the result of the Company falling below the net tangible
asset threshold required to remain listed on the Nasdaq SmallCap Market" said
Christopher T. Dahl, Harmony's Chief Executive Officer and Chairman. "The
operations of Harmony were greatly affected by the operating results of Harmony
Pictures, Inc., one of the divisions of Harmony, which announced in November
1998 the cessation of and intention to shut down its business. Although results
of Harmony Pictures affected our net tangible assets requirement for Nasdaq
SmallCap Market, we believe the Company is much stronger today as a result of
its closure. We also believe the Company is in an excellent position to grow the
remaining divisions and build on their operating income. Children's Broadcasting
Corporation, a 49.7% shareholder of the Company, has provided the financial
support necessary to bring the Company back to a level of stability and growth.
The Company is currently exploring its options as to whether it will appeal the
decision or ask for a rehearing on this matter" said Christopher T. Dahl.
Certain statements made in this press release constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those anticipated. Such factors include, but are not limited to,
changes in economic conditions and the risks and uncertainties described in the
company's filings with the Securities and Exchange Commission.
