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): JUNE 23, 1997
KOALA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
COLORADO 0-22464 84-1238908
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
11600 EAST 53RD AVENUE, BLDG D
DENVER, COLORADO 80239
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (303) 574-1000
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OF ASSETS
On June 23, 1997, Koala Corporation (the "Company"), acquired all of the
assets of Delta Play Ltd., a British Columbia corporation ("Delta") and Safeplay
Designs Inc., a British Columbia corporation ("Safeplay") for the aggregate
purchase price of $4,717,000, consisting of cash in the amount of $4,117,000 and
$600,000 in the form of 40,000 shares of the Company's common stock, which was
valued at the Nasdaq closing price on June 20, 1997. The Company funded the
cash portion of the purchase price from working capital.
Based in Vancouver, British Columbia, Canada, Delta and Safeplay
manufactured custom indoor and outdoor modular play equipment. Their customer
base included family entertainment centers, quick service restaurants, shopping
centers and theme parks. The assets acquired by the Company from Delta and
Safeplay included net working capital, fixed assets, intellectual property and
molds.
In connection with this transaction, the Company formed two subsidiary
companies into which the purchased assets were transferred. The Company and its
subsidiaries will continue to use the purchased assets to design, manufacture,
and market modular play equipment.
The purchase price and terms were negotiated on an arms length basis with
Delta and Safeplay. No principal of Delta or Safeplay had a relationship with
the Company prior to the transaction.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
It is impracticable to provide the required financial statements for Delta
and Safeplay at this time. The Company undertakes to file an amendment to this
Current Report on Form 8-K as soon as possible, but not later than 60 days after
July 8, 1997, to include the required financial statements. The Company
currently anticipates that the required financial statements will be filed on or
before July 31, 1997.
(b) Pro Forma Financial Information
It is impracticable to provide the required pro forma financial information
at this time. The Company undertakes to file an amendment to this Current
Report on Form 8-K as soon as possible, but not later than 60 days after July 8,
1997, to include the required pro forma financial information. The Company
currently anticipates that the pro forma financial information will be filed on
or before July 31, 1997.
(c) Exhibits
2.1 Agreement for Sale and Purchase of Assets dated June 23, 1997 among
the Company, Delta Play Ltd., Safeplay Designs Inc., Dan Buchanan, 401566 B.C.
Ltd., Steven Lee, Darci Forbes and Bonnie Buchanan, and Delta Play Company.
4.1 Registration Rights Agreement dated June 23, 1997 between the
Company and Delta Play Ltd.
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.
KOALA CORPORATION
Date: July 8, 1997 By: /s/ Mark A. Betker
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Mark A. Betker, Chief Executive
Officer