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): May 31, 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)
This Report on Form 8-K contains, in addition to historical information,
forward-looking statements, including statements regarding the likely outcome of
a hearing with a Nasdaq Listing Qualifications Panel, what is in the best
interests of our constituents and whether our shares will be traded on any
market. These statements are based on management's current expectations and are
subject to a number of uncertainties and risks that could cause actual results
to differ materially from those described in the forward-looking statements.
Factors that may cause such differences include, but are not limited to, the
outcome of our recently filed voluntary petition for protection under chapter 11
of title 11 of the United States Code, the availability of additional capital,
the adverse effects on our business as a result of our chapter 11 cases and
general economic conditions and whether there is any independent interest in our
shares, as well as risks set forth in our filings with the Securities and
Exchange Commission. All forward-looking statements included in this document
are based on information available to us as of the date of this report, and we
assume no obligation to update these forward-looking statements.
Item 5. Other Events.
On May 31, 2001, we informed the Nasdaq staff that we would no longer pursue a
hearing before a Nasdaq Listing Qualifications Panel to review the delisting
determination letter that we received from the Nasdaq staff on May 1, 2001.
The staff's letter stated that our shares were subject to delisting from the
Nasdaq National Market due to the failure of our common stock to maintain a
minimum bid price of $1.00 per share as specified in Nasdaq Marketplace Rule
4310(c)(4).
As a result of our recently filed a voluntary petition for protection under
chapter 11 of title 11 of the United States Code, we determined that appealing
the staff's determination was not likely to result in a positive outcome and
believe that our constituents will be better served by having us focus on our
restructuring efforts.
In the event that our shares are delisted from Nasdaq, we can not make any
assurances that there will be a market maker for our shares or that our shares
will be traded on any market. Our shares may be quoted in the National Daily
Quotation Sheets, commonly referred to as the "pink sheets," published by the
National Quotation Bureau LLC or traded over the counter on the Bulletin Board.
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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: May 31, 2001 By /s/ Thomas G. Vellios
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Thomas G. Vellios
Chief Executive Officer and President
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