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): July 10, 1997 JANEX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Colorado 33-8433-D 84-1034251 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 21700 Oxnard Street, Ste. 1610, Woodland Hills, California 91367 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (818) 593-6777 Exhibit Index Page: None Page 1 of 3 Item 5. Other Events. See the following press release, dated July 16, 1997, announcing the delisting of the Company's securities from The Nasdaq Stock Market: FOR IMMEDIATE RELEASE July 16, 1997 JANEX INTERNATIONAL, INC. ------------------------- DELISTING OF SHARES FROM NASDAQ ------------------------------- RESIGNATION OF DIRECTOR ----------------------- Woodland Hills, Calif., July 16, 1997 -- Sheldon F. Morick, CEO of Janex International, Inc., a Woodland Hills based manufacturer of products for children, announced today that The Nasdaq Stock Market, Inc. had informed the Company today that its securities would be deleted from The Nasdaq Stock Market effective with the close of business on July 16, 1997, as a consequence of the Company's failure to meet the minimum capital and surplus requirements for continued listing. Mr. Morick stated that the Company had considered numerous offers and plans from various parties in an effort to avoid the delisting. However, in the end none of the transactions was sufficiently definitive to enable the Company to convince the NASD that a proposed transaction could be accomplished within a reasonable period of time. Subject to certain conditions, the Company's securities may be immediately eligible to trade on the OTC Bulletin Board. The Company also announced that Renee White Fraser resigned as a director of the Company and its subsidiaries, on July 10, 1997, for personal reasons. Item 6. Resignation of Registrant's Directors. Effective July 10, 1997, for personal reasons, Renee White Fraser resigned as a director of the Company and each of its subsidiaries. -2- 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. Date: July 18, 1997 JANEX INTERNATIONAL, INC. ------------------------- (Registrant) By: /s/ Sheldon F. Morick ----------------------- SHELDON F. MORICK, Chief Executive Officer -3-