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): September 6, 2001 ----------------- ZANY BRAINY, INC. ----------------- (Exact Name of Registrant Specified in Charter) Pennsylvania 0-26185 23-2663337 -------------- ---------- ---------- (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification No.) Incorporation) 2520 Renaissance Boulevard King of Prussia, Pennsylvania 19406 ---------------------------------------- --------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (610) 278-7800 -------------- Not Applicable ---------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On September 6, 2001, we completed the sale of substantially all of our assets to a subsidiary of The Right Start, Inc ("Right Start"). Pursuant to the terms of the transaction, Right Start acquired substantially all of the operating assets in 187 of our retail stores for consideration of approximately $100 million. Our shareholders will not receive any distribution in connection with this sale. 2 SIGNATURE 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 hereunto duly authorized. ZANY BRAINY, INC. Date: September 11, 2001 By:/s/ John V. Reilly --------------------- -------------------------- John V. Reilly President 3