JUST TOYS INC
8-K, 1998-11-03
GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES)
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549





                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                       THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)         October 30, 1998    
                                                -------------------------------

                                 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>


                              20 Livingstone Avenue
                           Dobbs Ferry, New York 10522
               (Address of Principal Executive Offices) (Zip Code)




Registrant's telephone number, including area code       (914) 674-8697     
                                                   ----------------------------



<PAGE>



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 October 30, 1998, which is attached hereto as Exhibit 99.


Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits

         (c) Exhibits

             Exhibit           Description

             99                Press release, dated October 30, 1998


                                        2

<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.



                                           JUST TOYS, INC.





November 2, 1998                           By: /s/ Barry Shapiro              
                                              --------------------------------
                                               Barry Shapiro
                                               President




                                        3


<PAGE>


                                                                      EXHIBIT 99


JUST TOYS ANNOUNCES NASDAQ DELISTING


Dobbs Ferry, N.Y., October 30, 1998:
Just Toys, Inc. announced today that Nasdaq advised the company late yesterday
that, effective the close of business on October 29, 1998, its common stock had
been delisted from the Nasdaq National Market as a result of the common stock's
non-compliance with Nasdaq's $1.00 minimum bid price and $5,000,000 market value
of public float continued listing requirements. Just Toys' common stock is
currently being quoted on the OTC Bulletin Board under the symbol "JUST".

Just Toys Inc. is a manufacturer and marketer of toys, sold in the United States
and  internationally.  Its  licenses  include such well known names as Spalding,
Louisville Slugger, and the World Wrestling Federation (WWF).

Except for historical information, this news release contains forward-looking
statements which involve unknown risks and uncertainties that may cause the
Company's actual results or outcomes to be materially different from those
anticipated and discussed herein. Important factors that might cause such
differences include the Company's dependence on the timely development,
introduction and customer acceptance of new products, changes in consumer
preferences, dependence on a limited number of major customers, the impact of
competition on revenues, margins and pricing, inventory management of customers,
reliance on manufacturers based in China, and other factors discussed from time
to time in the Company's public announcements and filings with the Securities
and Exchange Commission.






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