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): November 15, 2001
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ZANY BRAINY, INC.
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(Exact Name of Registrant Specified in Charter)
Pennsylvania 0-26185 23-2663337
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
2520 Renaissance Boulevard
King of Prussia, Pennsylvania 19406
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (610) 278-7800
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
As previously discussed, we sold substantially all of our assets to ZB
Company, Inc., a wholly-owned subsidiary of The Right Start, Inc. ("Right
Start"), in September 2001. Our shareholders will not receive any distribution
as a result of our transaction with Right Start or in connection with our
anticipated liquidation.
On November 15, 2001, we filed our September monthly disbursements and, our
subsidiaries, Children's Products, Inc., Children's Development, Inc., Noodle
Kidoodle, Inc., Children's Distribution, LLC and Zany Brainy Direct LLC, filed
their September Monthly Operating Reports with the United States Bankruptcy
Court for the District of Delaware (the "Bankruptcy Court"). Copies of our
disbursements and our subsidiaries' monthly operating reports are attached
hereto as Exhibit 99.1, and are incorporated herein in their entirety.
In connection with the Right Start transaction, nearly all of our
accounting and finance department personnel became employees of ZB Company, Inc.
We require the assistance of those ZB Company, Inc. employees to complete our
September Monthly Operating Report. For this reason, we and our subsidiaries
requested and obtained an extension to file our September Monthly Operating
Reports until November 15, 2001. However, as of November 15, 2001, ZB Company,
Inc. employees have been unable to provide us with the assistance necessary to
complete our monthly operating report. We will file our September Monthly
Operating Report with the Bankruptcy Court as soon as it becomes available and
will file that Report with the Securities and Exchange Commission promptly after
filing with the Bankruptcy Court.
THE MONTHLY DISBURSEMENT INFORMATION AND OPERATING REPORTS CONTAIN
FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION THAT HAVE NOT BEEN AUDITED
OR REVIEWED BY INDEPENDENT ACCOUNTANTS AND MAY BE SUBJECT TO FUTURE
RECONCILIATION AND ADJUSTMENTS.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit No. Exhibit
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99.1 September monthly disbursements of Zany Brainy, Inc. and
September Monthly Operating Reports of Children's Products,
Inc., Children's Development, Inc., Noodle Kidoodle, Inc.,
Children's Distribution, LLC and Zany Brainy Direct LLC filed
with the Bankruptcy Court on November 15, 2001.
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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: December 4, 2001 By: /s/ John V. Reilly
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John V. Reilly
President
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EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 September monthly disbursements of Zany Brainy, Inc. and
September Monthly Operating Reports of Children's Products, Inc.,
Children's Development, Inc., Noodle Kidoodle, Inc., Children's
Distribution, LLC and Zany Brainy Direct LLC filed with the
Bankruptcy Court on November 15, 2001.
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