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UNITED STATES 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: May 22, 1997
WHAT A WORLD!, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-25002 59-3200879
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation ) File Number) Identification No.)
10901-B Roosevelt Boulevard, Suite 100
St. Petersburg, Florida 33716
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (813) 577-9366
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 22, 1997, What A World!, Inc. (the "Company"), pursuant to the Asset
Purchase Agreement (the "Purchase Agreement") dated as of March 7, 1997 by and
between What a World!, Inc. and Natural Wonders, Inc. ( "Natural Wonders"),
consummated a transaction in which the Company disposed of substantially all
its operating assets. The sale price for the assets sold by the Company was
$500,000, subject to certain adjustments. The Company's operating assets
included inventories, store fixtures, leasehold improvements and other tangible
personal property that had been used in the Company's prior operations. In
addition to the assets purchased, Natural Wonders assumed certain liabilities
of the Company which are primarily all the store leases.
The foregoing description of the transaction is not intended to be complete
and is qualified in its entirety by reference to the Purchase Agreement
included as an exhibit and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(b) PRO FORMA FINANCIAL INFORMATION. Reference is made to the
financial information set forth in the Company's Proxy Statement dated May 2,
1997, as filed with the Securities and Exchange Commission.
(c) EXHIBITS.
10.1 Asset Purchase Agreement Dated March 7, 1997 by and between What
A World!, Inc. and Natural Wonders, Inc. (incorporated by
reference to Exibit 10.11 to Registrant's Annual Report on Form
10-KSB, as amended, as filed with the Securities and Exchange
Commission in May 1997).
10.2 Form of Shareholder Lock-up Agreement dated March 7, 1997 by each
of David B. Cornstein, David F. Miller, and Edward J. Munley
(incorporated by reference to Exhibit 10.12 to Registrant's
Annual Report on Form 10-KSB, as amended, as filed with the
Securities and Exchange Commission in May 1997).
10.3 Management Agreement dated March 7, 1997 between the Registrant
and Natural Wonders, Inc. (incorporated by reference to Exhibit
10.13 to Registrant's Annual Report on Form 10-KSB, as amended,
as filed with the Securities and Exchange Commission in May
1997).
10.4 Form of Non Competition Agreement dated March 7, 1997 by David
B. Cornstein and David F. Miller (incorporated by reference to
Exhibit 10.14 to Registrant's Annual Report on Form 10-KSB, as
amended, as filed with the Securities and Exchange Commission in
May 1997).
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
What A World!, Inc.
By:
/s/ Brian S. Lappin 6/5/97
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Brian S. Lappin Date
Vice President of Finance
