JUST TOYS INC
8-K, 1996-12-23
GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES)
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                       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 (Date of earliest event reported) December 16, 1996
                                                        -----------------
                                 JUST TOYS, INC.
               (Exact Name of Registrant as Specified in Charter)
<TABLE>
<S>                                    <C>                             <C>
           DELAWARE                             0-20612                             13-3677074
(State or Other Jurisdiction of        (Commission File Number)        (I.R.S. Employer Identification Number)
        Incorporation)
</TABLE>

                               50 WEST 23RD STREET
                            NEW YORK, NEW YORK 10010
               (Address of Principal Executive Offices) (Zip Code)

      Registrant's telephone number, including area code    212-645-6335
                                                         ------------------

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ITEM 5. OTHER EVENTS

        Pursuant to  Paragraph F of the General  Instructions  to Form 8-K,  the
Company hereby  incorporates by reference herein the press release issued by the
Company on December 16, 1996, which is attached hereto as Exhibit 99.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

        (C)    EXHIBITS

<TABLE>
<CAPTION>
               <S>           <C>
               Exhibit       Description

               99            Press release, dated December 16, 1996
</TABLE>


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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.

                                                  JUST TOYS, INC.

December 20, 1996                                 By: /s/ Barry Shapiro
                                                      ---------------------
                                                      Barry Shapiro
                                                      President

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                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit                                          Description
- -------                                          -----------
<S>                              <C>
  99                             Press release, dated December 16, 1996
</TABLE>



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                                                                      EXHIBIT 99

CONTACT:  Barry Schwartz/212-677-8700, ext. 18

          SHAPIRO TO SUCCEED LEVY AS JUST TOYS CHIEF EXECUTIVE OFFICER,
                               EFFECTIVE JULY 1ST

NEW YORK, NY 12/16/96:
- ---------------------

Morton J.  Levy,  chairman  and  chief  executive  officer  of Just  Toys,  Inc.
(NASDAQ/NMS:JUST),  today  announced  that the Just Toys board of directors  has
designated Barry Shapiro,  currently  president and chief operating officer,  to
succeed him as chief executive officer, effective July 1, 1997, and that he will
remain chairman of the board of directors.

"Since I became Just Toys'  chief  executive  officer in March of 1995,  we have
succeeded  in turning  the company  around,"  stated  Levy,  "with both a strong
management team and a solid marketing program in place."

"Barry  Shapiro has made a major  contribution  to that  success," he continued,
"and his  track  record  as a leader,  marketer  and  manager  will  assure  the
company's continuing commitment to growth."

Mr.  Levy,  a 3rd  generation  toy  industry  executive,  started  his career as
President of Levy & Fryer, a leading toy rep company, and subsequently served as
President of Gabriel  Industries,  Inc.  and CBS Toys before  retiring to pursue
other  business  interests  in 1980.  He returned  to the  industry in 1993 as a
member of Just Toys' Board of Directors.

Mr.  Shapiro, who was named  president  in March  1995,  joined the  company the
previous year as Managing Director of its Hong Kong operations, and subsequently
relocated to New York headquarters as Executive Vice President.  His 28 years in
the toy industry began as Director of Planning and  International  Operations at
Gabriel  Industries.  He then went on to become  President of the Lakeside Games
Division of Leisure Dynamics, Executive Vice President/General Manager and Chief
Operating  Officer of Wham-O,  and Executive Vice  President/General  Manager of
Imagineering.



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