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: March 19, 2001 TRUDY CORPORATION 353 Main Avenue Norwalk, Connecticut 06851 Commission File No. 0-16056 Incorporated in the State of Delaware Federal Identification No. 06-1007765 Telephone: (203) 846-2274 ITEM 5. OTHER EVENTS. The Registrant announced on March 19, 2001 that its Board of Directors has approved the conversion of $2.1 million of debt owed by the Company to William W. Burnham, President and Chief Executive Officer of the Company, and to members of his family into 70.8 million newly issued shares of the Company's Common Stock. A valuation of three cents ($0.03) per share was used for the conversion of the debt. The Company also announced the receipt of the remaining $500,000 of a $1.0 million cash infusion. See attached Exhibit 1. -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. TRUDY CORPORATION Date: March 19, 2001 BY /s/ WILLIAM W. BURNHAM --------------------------- William W, Burnham, Chairman and Chief Executive Officer -3-