AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 2006
REGISTRATION NO. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TRUDY CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 06-1007765
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
353 Main Avenue, Norwalk, Connecticut 06851
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(Address of Principal Executive Offices, including ZIP Code)
Consulting Agreement with Stanton, Walker & Company
(Richard P. Stanton and Richard H. Walker)
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(Full title of the plan)
William W. Burnham, Trudy Corporation,
353 Main Avenue, Norwalk, Connecticut 06851
(203) 846-2274
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(Name, address and telephone number of agent for service)
COPY TO:
Charles E. Barnett, Esq.
Loeser Barnett
Three Sylvan Road South
Westport, CT 06880
(203) 222-0026
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Amount of Maximum Aggregate Amount of
Title of Securities Shares to be Offering Price Offering Registration
to be Registered Registered Per Share (1) Price (1) Fee (1)
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$.0001 par value 12,500,000 $0.0105 $131,250 $14.04
Common Stock
TOTALS 12,500,000 --- $131,250 $14.04
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(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the
Securities Act of 1933, as amended, and is calculated on the basis of the
average of the high and low prices per share of the Common Stock as
reported on the OTC Bulletin Board as of August 30, 2006, a date within
five business days prior to the filing of this registration statement.
PROSPECTUS
Trudy Corporation
12,500,000 Shares of Common Stock
This prospectus relates to the offer and sale by Trudy Corporation, a
Delaware corporation ("Trudy"), of a total of 12,500,000 shares of its common
stock, par value $0.0001 per share, pursuant to a Consulting Agreement with
Stanton, Walker & Company ("Stanton, Walker"), in consideration of services to
be rendered to Trudy by Stanton, Walker. Of such total, 6,250,000 shares are
being issued to each of the two principals of Stanton, Walker: Richard P.
Stanton and Richard H. Walker (the "Consultants", or, individually, the
"Consultant"). Trudy is registering hereunder and issuing to each Consultant
such 6,250,000 shares.
The common stock is not subject to any restriction on transferability.
The shares may be sold from time to time by the Consultants in any way permitted
by law, including sales in the OTC Bulletin Board market or otherwise at prices
and at terms then prevailing or at prices related to the then current market
price, or in negotiated transactions. Neither of the Consultants is an
"affiliate" of Trudy, as defined under the Securities Act of 1933, as amended
(the "Securities Act").
These Securities Have Not Been Approved Or Disapproved By
The Securities And Exchange Commission Nor Has The Commission
Passed Upon The Accuracy Or Adequacy Of This Prospectus. Any
Representation To The Contrary Is A Criminal Offense.
The date of this prospectus is August 31, 2006
This prospectus is part of a registration statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the registration statement or other filings by Trudy with the Commission are
qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by reference in
this prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: Mr. Fell C. Herdeg,
Trudy Corporation, 353 Main Street, Norwalk, CT 06851.
Trudy's telephone number is (203) 846-2274.
Trudy is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Commission. These
reports, as well as the proxy statements, information statements and other
information filed by Trudy under the Exchange Act may be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W. Washington D.C. 20549.
No person has been authorized to give any information or to make any
representation, other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by Trudy. This prospectus does not constitute an offer or a
solicitation by anyone in any state in which such is not authorized or in which
the person making such is not qualified or to any person to whom it is unlawful
to make an offer or solicitation.
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Neither the delivery of this prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of Trudy since the date hereof.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not applicable.
Item 2. Registrant Information and Employee Plan Annual Information.
Not applicable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Trudy Corporation, a Delaware corporation (the
"Company"), are incorporated herein by reference:
(a) The Company's latest Annual Report on Form 10-KSB for the year
ended March 31, 2006, filed with the Commission on June 30,
2006;
(b) The Company's Current Report on Form 8-K as filed with the
Commission on July 14, 2006;
(c) The Company's Quarterly Report on Form 10-QSB for the quarter
ended June 30, 2006, filed with the Commission on August 17,
2006;
(d) A description of the Company's Common Stock, which is
contained in the Registration Statement on Form 8-A, filed by
the Company with the Commission on July 21,1987; and
(e) All other documents filed by the Company after the date of
this Registration Statement pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
No "expert", as that term is defined pursuant to Item 509(a) of
Regulation S-B, or the Company's "counsel", as that term is defined
pursuant to Item 509(b) of Regulation S-B, was hired on a contingent
basis, or will receive a direct or indirect interest in the Company, or
was a promoter, underwriter, voting trustee, director, officer, or
employee of the Company, at any time prior to the filing of this
Registration Statement.
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Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law authorizes corporations to limit
or eliminate the personal liability of directors to corporations and their
stockholders for monetary damages for breaches of directors' fiduciary duties.
The Company's certificate of incorporation includes a provision that eliminates
the personal liability of directors for monetary damages for actions taken as a
director, except for liability:
o for breach of duty of loyalty to the Company or its stockholders;
o for acts or omissions not in good faith or involving intentional
misconduct or knowing violation of law;
o under Section 174 of the Delaware General Corporation Law (unlawful
dividends); or
o for transactions from which the director derived an improper personal
benefit.
The Company's By-Laws provide that the Company must indemnify the
directors and officers to the fullest extent authorized by the Delaware General
Corporation Law. The Company will also pay expenses incurred in defending any
such proceeding in advance of its final disposition upon delivery to the Company
of an undertaking, by or on behalf of an indemnified person, to repay all
amounts so advanced if it should be determined ultimately that such person is
not entitled to be indemnified under this section or otherwise.
The indemnification rights set forth above shall not be exclusive of
any other right which an indemnified person may have or hereafter acquire under
any statute, provision of the certificate of incorporation, the By-Laws, any
agreement, vote of stockholders or disinterested directors or otherwise.
The Company maintains insurance to protect itself and each of its
directors and officers against any such expense, liability or loss, whether or
not the Company would have the power to indemnify him or her against such
expense, liability or loss under the Delaware General Corporation Law.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES OCCURRING PURSUANT TO THE
PROVISIONS OF THE SECURITIES ACT OF 1933 MAY BE PERMITTED AS TO DIRECTORS,
OFFICERS, OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING
PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF THE
SECURITIES AND EXCHANGE COMMISSION, SUCH INDEMNIFICATION IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THAT ACT AND, THEREFORE, IS UNENFORCEABLE.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) The following exhibits are filed as part of this registration
statement pursuant to Item 601 of Regulation S-B and are specifically
incorporated herein by reference:
Exhibit No. Title
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5.1 Legal opinion of Loeser Barnett.
10.1 Consulting Agreement with Stanton, Walker & Company.
23.1 Consent of Loeser Barnett (included in the opinion filed as
Exhibit 5.1 hereto).
23.2 Consent of Dworken, Hillman, LaMorte & Sterczala, P.C.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement to:
(i) include any prospectus required by Section 10(a)(3)
of the Securities Act;
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(ii) reflect in the prospectus any facts or events arising
after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the
information set forth in the registration statement;
(iii) include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) shall
not apply if the information required to be included in a
post-effective amendment by those paragraph is incorporated by
reference from periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability pursuant to
the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities offered at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information require to be presented by Article 3 of Regulation
S-X is not set forth in the prospectus, to deliver, or cause
to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of registrant pursuant to the foregoing
provisions, or otherwise, registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by registrant of expenses incurred or
paid by a director, officer or controlling person of
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
The undersigned hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933,
each filing of registrant's annual report pursuant to Section
13(a) of the Securities Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Norwalk, State of Connecticut, on August 31, 2006.
TRUDY CORPORATION
(Registrant)
By: /s/ WILLIAM W. BURNHAM
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William W. Burnham, Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signatures Title Date
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/s/ WILLIAM W. BURNHAM Chairman of the Board, Director, August 31, 2006
- ------------------------ Director of Corporate
William W. Burnham Development
/s/ ASHLEY C. ANDERSEN Chief Executive Officer, August 31, 2006
- ------------------------ President, Acting Chief
Ashley C. Andersen Financial and Principal
Accounting Officer, Director
Director August 31, 2006
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Alice B. Burnham
/s/ BRADFORD MEAD Director August 31, 2006
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Bradford Mead
/s/ FRED M. FILOON Director August 31, 2006
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Fred M. Filoon
Director August 31, 2006
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Patty Sullivan
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INDEX TO EXHIBITS
Exhibit No. Title
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5.1 Legal opinion of Loeser Barnett.
10.1 Consulting Agreement with Stanton, Walker & Company.
23.1 Consent of Loeser Barnett (included in the opinion filed as
Exhibit 5.1 hereto).
23.2 Consent of Dworken, Hillman, LaMorte & Sterczala, P.C.
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