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 14, 2008
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
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425).
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
(17 CFR 204.14a-12).
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)).
[ ] Pre-commencement communications pursuant to Rule 13e-49(c) under the
Exchange Act (17 CFR 240.13e-4(c)).
Item 1.01 Entry into a Material Definitive Agreement.
Item 2.01 Completion of Acquisition of Assets.
On March 7, 2008 the registrant acquired certain assets from the children's
audio publisher, Musical Kidz LLC, pertaining to its mail-order and ecommerce
divisions Musical Kidz is the publisher of children's music distributed on the
record label, Music for Little People (MFLP).
The registrant purchased inventory, the URLs for Music for Little People and
Musical Kidz, the mail order catalog known as Music for Little People, the
customer mailing and e-mail lists, as well as certain trademark rights used in
the direct-to-consumer and school and library lines of business.
Consideration for the transaction includes $350,000 in cash, $200,000 in the
Company's authorized but unissued Common Stock and an earn-out payment in each
of the next three years for Musical Kidz, if certain net income goals are met
from the business being purchased. Of the $200,000 in authorized but unissued
Trudy Common Stock, $100,000 in value is to be calculated at the average price
per share on the fifteen (15) days prior to the closing and $100,000 worth of
authorized but unissued Common Stock is to be issued on the first year's
anniversary of the transaction's closing, valued at the average closing price
per share for the ten (10) trading days preceding the date of issuance. In
addition, Mr. Ostrow will be provided a three (3) year employment agreement with
Trudy to manage the direct-to-consumer sales and marketing for the new line of
businesses, which will also include Trudy's web site and direct mail catalog
marketed under the Soundprints moniker.
Financing for the acquisition came from a loan from Trudy's principal
shareholder through financing from People's United Bank secured by collateral
pledged by such shareholder.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.11 Press release of the registrant dated March 14, 2008.
99.12 Asset Purchase Agreement and supporting schedules and
exhibits, dated March 7, 2008.
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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, 2008 By: /s/ ASHLEY C. ANDERSEN
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Ashley C. Andersen,
Chief Executive Officer
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