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
Date of Report (date of earliest event reported): March 1, 2000
Commission file number 0-22464
KOALA CORPORATION
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(Exact name of small business issuer
as specified in its charter)
Colorado 84-1238908
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
11600 E. 53rd Avenue, Unit D, Denver, CO 80239
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(Address of principal executive offices)
(303) 574-1000
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(Issuer's telephone number)
Not Applicable
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(Former name, former address, and former fiscal year,
if changed since last report)
ITEM 2. ACQUISITION OF ASSETS
On March 1, 2000, Koala Corporation (the "Company"), acquired all of
the outstanding capital stock of SCS Interactive, Inc., an Oregon corporation
("SCS") and certain intellectual property used in SCS's business for $20.2
million in cash plus $5.1 million in Koala Common Stock. The Company financed
the cash portion of the purchase price with the proceeds of a revolving credit
facility with U.S. Bank National Association. In addition, if certain earnings
targets are met, the former shareholders of SCS will receive additional cash
consideration in March 2002.
Based in Tillamook, Oregon, SCS produces and markets interactive
modular play equipment for use in water parks, indoor public facilities and
outdoor public facilities. The purchase price and terms were negotiated on an
arms length basis with the former shareholders of SCS and Rick Briggs. No
principal of SCS had a relationship with the Company prior to the transaction.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
It is impracticable to provide the required financial statements for
SCS 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 March 15, 2000, to include the required financial
statements. The Company currently anticipates that the required
financial statements will be filed on or before May 14, 2000.
(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 March 15, 2000, to include the required pro forma
financial information. The Company currently anticipates that the pro
forma financial information will be filed on or before May 14, 2000.
(c) Exhibits.
10.1 Stock and Asset Purchase Agreement, dated March 1, 2000, among the
Company, the Shareholders of SCS Interactive, Inc. and Rick Briggs
10.2 First Amendment to Revolving Credit Agreement, dated March 1, 2000
between the Company and U.S. Bank National Association
99.1 Press Release.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KOALA CORPORATION
Date: March 15, 2000 By: /s/ Mark A. Betker
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Mark A. Betker, Chairman and Chief
Executive Officer
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