1 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) SEPTEMBER 6, 1996 KIDS MART, INC. (Exact name of registrant as specified in its charter) FLORIDA 0-21910 65-0406710 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 801 SENTOUS AVENUE, CITY OF INDUSTRY, CALIFORNIA 91748 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (818) 854-3166 =============================================================================== 2 ITEM 5. OTHER EVENTS On September 6, 1996, Kids Mart, Inc. (the "Company") reported in a press release that it has entered into an engagement letter with a financial advisor and placement agent with respect to a proposed $10 million to $15 million private placement of the Company's securities. Such securities will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. 2 3 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. KIDS MART, INC. Date: September 11, 1996 By: /s/ ROBERT KELLEHER ------------------------------- Robert Kelleher Vice President, Chief Operating Officer and Chief Financial Officer 3 4 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - -------------- ---------------------- 99.1 Press Release of the Company dated September 6, 1996 4