U.S. 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): November 7, 2000
Commission file number 0-22464
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KOALA CORPORATION
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(Exact name of small business issuer
as specified in its charter)
Colorado 84-1238908
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
11600 E. 53rd Avenue, Unit D, Denver, CO 80239
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(Address of principal executive offices)
(303) 574-1000
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(Issuer's telephone number)
Not Applicable
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(Former name, former address, and former fiscal year,
if changed since last report)
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ITEM 5. OTHER EVENTS
On November 7, 2000, Koala Corporation entered into a Rights Agreement
with Computershare Trust Company, Inc. Under the Rights Agreement, Koala will
distribute Rights to purchase shares of a new series of preferred stock as a
dividend at the rate of one Right for each share of Koala common stock held by
shareholders of record as of the close of business on November 13, 2000. The
issuance of the Rights will not affect the company's reported financial
condition or results of operations (including earnings per share).
The Rights Plan is designed to enable all Koala shareholders to realize
the full value of their investment and to provide for fair and equal treatment
for all shareholders in the event that an unsolicited attempt is made to acquire
Koala. The adoption of the Rights Plan is intended as a means to guard against
abusive takeover tactics and is not in response to any particular proposal.
Subject to certain exceptions, the Rights will be exercisable only if a
person or group acquires 20 percent or more of Koala's common stock or announces
a tender or exchange offer the consummation of which would result in ownership
by a person or group of 20 percent or more of the common stock (other than in
the event of certain Board-approved offers). Each Right will entitle its holder
to buy one one-thousandth of a share of Series A junior participating preferred
stock at an exercise price of $50. If a person or group acquires 20 percent or
more of Koala's common stock (other than pursuant to certain Board-approved
offers), each Right will entitle its holder (other than such acquiring person or
members of such group) to purchase, at the exercise price, a number of one
one-thousandths of a share of the preferred stock having a market value of twice
such price. If Koala is acquired (other than pursuant to certain Board-approved
offers) in a merger or other business combination after a person or group has
acquired 20 percent or more of Koala's common stock, each Right will entitle its
holder to purchase, at the exercise price, a number of the acquiror's common
shares having a market value of twice such price.
Additional details of the Rights Plan are outlined in the Form 8-A
filed with the Securities and Exchange Commission on November 8, 2000.
Statements made in this current report that are not historical facts
may be forward looking statements. Such statements include projections regarding
future earnings results and are based upon the Company's current expectations
and assumptions, which are subject to a number of risks and uncertainties.
Actual results may differ materially from those projected in any forward-looking
statement. There are a number of important factors that could cause actual
results to differ materially from those anticipated by any forward-looking
information. A description of risks and uncertainties attendant to Koala
Corporation and its industry and other factors which could affect the Company's
financial results are included in the Company's filings with the Securities and
Exchange Commission including its most recent Annual Report on Form 10-KSB and
Quarterly Report on Form 10-Q.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) Exhibits.
4.1 Rights Agreement (Incorporated by reference from Exhibit 4
to the Form 8-A filed by Koala Corporation on November 8,
2000.)
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KOALA CORPORATION
Date: November 13, 2000 By: /s/ Mark A. Betker
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Mark A. Betker, Chairman and Chief
Executive Officer
