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
September 1, 2000
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Date of Report (date of earliest event reported)
PLAY CO. TOYS & ENTERTAINMENT CORP.
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Exact Name of Registrant as Specified in its Charter
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Delaware 0-25030 95-3024222
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State or Other Jurisdiction of Commission File Number IRS Employer Identification Number
Incorporation
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550 Rancheros Drive, San Marcos, California 92069
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Address of Principal Executive Offices
(760) 471-4505
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Registrant's Telephone Number, Including Area Code
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Item 1. CHANGES IN CONTROL OF REGISTRANT
Play Co. Toys & Entertainment Corp., a Delaware corporation (the
"Company" or "Registrant"), entered into a Stock Purchase Agreement, dated as of
September 1, 2000 (the "Agreement"), with DIG Financial Corp., a British Virgin
Islands corporation ("DIG"). The Agreement provides for the sale of an aggregate
of 26,315,789 shares of the Company"s authorized but unissued shares of Common
Stock ("Play Co. Stock") to DIG in exchange for 1,086,957 Ordinary 1p shares
("Ordinary Shares") of American Telecom, PLC ("American Telecom"), owned by DIG.
American Telecom is a corporation formed under the laws of The United Kingdom.
American Telecom Ordinary Shares are traded on OFEX, an off-exchange share
matching and trading facility enabling London Stock Exchange member firms to
deal in securities of unlisted and unquoted companies.
On the date of the Agreement, the Play Co. Stock and the 1,086,957
Ordinary Shares of American Telecom ("American Telecom Stock") each had an
aggregate market value of approximately U.S. $5 million, calculated based on an
approximate 30-day trading average of each security prior to such date, as
reported by the Over the Counter Bulletin Board and OFEX, respectively. The sale
of the Play Co. Stock was made in reliance upon the exemption from registration
provisions of the Securities Act of 1933, as amended, afforded by Section 4(2)
thereof and as such are "restricted securities." The American Telecom Stock is
freely tradable on OFEX.
As of the date of the Agreement, the Company had 56,217,377 issued and
outstanding shares of Common Stock, $.01 par value. After giving effect to the
issuance of the Play Co. Stock DIG owns approximately 32% of the aggregate of
82,533,166 issued and outstanding shares of the Company"s Common Stock.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
10 Stock Purchase Agreement by and between the Company and DIG
Financial Corp., dated as of September 1, 2000.
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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.
PLAY CO. TOYS & ENTERTAINMENT CORP.
Dated: September 15, 2000 By: /s/ Richard Brady
Richard Brady, President
