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): March 31, 2000
FUNCO, INC.
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(Exact name of Registrant as Specified in its Charter)
Minnesota
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(State or other Jurisdiction of Incorporation)
0-21876 41-1609563
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(Commission File Number) (IRS Employer Identification No.)
10120 West 76th Street, Eden Prairie, Minnesota 55344
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code 952-946-8883
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Former Name or Former Address, if Changed Since Last Report
Item 5. Other Events.
On March 31, 2000, Funco, Inc. (the "Registrant") entered into an Agreement and
Plan of Merger (the "Agreement") with Electronics Boutique Holdings Corp., a
Delaware corporation ("EB"), and EB Acquisition Corporation, a Minnesota
corporation and a wholly owned subsidiary of EB ("Purchaser"). Subject to the
terms and conditions of the Agreement, EB has agreed to cause Purchaser to
acquire control of the Registrant through a cash tender offer (the "Offer")
to purchase all of the Registrant's issued and outstanding common stock, par
value $.01 per share (the "Shares"), for $17.50 per Share, or an aggregate
purchase price of approximately $110 million.
Completion of the Offer is subject to the satisfaction of certain conditions
which include, without limitation, the following: (i) there shall have validly
tendered and not withdrawn a number of Shares which, together with all Shares
owned, directly or indirectly, by EB or Purchaser, represents at least 51% of
the total voting power of the Registrant's outstanding Shares and (ii) the
expiration or early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Following the completion of the Offer (and subject to certain conditions),
Purchaser will be merged with and into the Registrant, with the Registrant
surviving as a wholly owned subsidiary of EB (the "Merger"). In the Merger,
those shareholders of the Registrant who did not tender their Shares (other than
EB and its subsidiaries and shareholders exercising dissenters' rights) will be
entitled to receive the same price per Share that is paid in the Offer for each
Share held by them.
The terms and conditions of the acquisition (including the Merger) are more
fully described in the Agreement, which is attached hereto as Exhibit 2.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
2(a) Agreement and Plan of Merger, dated as of March 31,
2000, by and among Electronics Boutique Holdings
Corp., EB Acquisition Corporation and the Registrant
2(b) Shareholder Agreement, dated as of March 31, 2000, by
and among Electronics Boutique Holdings Corp. and
David R. Pomije
99 Press release, dated April 3, 2000, announcing the
execution of the Agreement, filed under cover of
the Registrant's Schedule 14D-9 filed on April 3,
2000, and incorporated herein by reference
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SIGNATURE
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 thereunto duly authorized.
FUNCO, INC.
/s/ Stanley A. Bodine
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By Stanley A. Bodine
Its President
Date: April 6, 2000
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