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 (Date of earliest event reported): February 1, 2001
dreamlife, inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-15586 52-1373960
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
organization)
425 West 15th Street, Suite 3R, New York, New York 10011
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 313-9400
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
Attached hereto as Exhibit 99 is a press release of dreamlife, inc. dated
February 1, 2001 regarding the proposed transaction among dreamlife, inc.,
Discovery Toys, Inc. and certain other parties.
Item 7. Exhibits.
Exhibits Description
99 Press release of dreamlife, inc. dated February 1, 2001.
SIGNATURE
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 thereunto duly authorized.
dreamlife, inc.
Dated: February 2, 2001 By: /s/ Philicia G. Levinson
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Philicia G. Levinson
Chief Financial Officer
Exhibit Index
Exhibit No. Description
99 Press release of dreamlife, inc. dated February 1, 2001.
Exhibit 99
February 1, 2001 Contact: Sean Walsh: 510-530-3488
Dan Edwards: 916-683-1066
Dreamlife Announces Intent to Acquire Discovery Toys and Restructure
Business Operations
Robbins to Contribute 17 Million Shares
NEW YORK - Dreamlife, Inc. (OTCBB: DLIF) today announced that it has signed
a non-binding letter of intent to acquire Discovery Toys - an award-winning and
leading direct seller of approximately 200 educational toys, books, games and
software for children - in exchange for 15 million shares of Dreamlife common
stock.
The final transaction is subject to customary conditions, including the
successful completion of due diligence, board approval, the negotiation and
execution of a definitive purchase agreement, and the approval of the
stockholders of Discovery Toys.
To facilitate the transaction and provide greater access to future capital,
Dreamlife also announced that two of its principal stockholders - Anthony
Robbins and CYL Development Holdings, LLC - have agreed to contribute shares
back to Dreamlife.
As a result of these contributions, Dreamlife's total number of common
shares outstanding will be reduced from 40,368,351 to 17,959,955. Tony Robbins'
will be reducing his shares from 23,031,297 to 6,000,000. CYL Development
Holdings, LLC will reduce its shares from 7,677,099 to 2,300,000.
"I am so confident in and committed to the direction that this company is
taking that I am contributing back 17 million shares to the company to make this
new venture a success," said Dreamlife founder, Chairman of the Board, and
internationally recognized results coach Anthony Robbins.
"Our mission has always been to train, educate and inspire people
worldwide," Robbins continued. "I am delighted to be joining forces with such a
well-respected direct selling business - a venture made especially gratifying by
our shared vision for improving peoples' lives through education, empowerment,
and entertainment."
Discovery Toys was founded in 1978 by Lane Nemeth, with a mission to
enhance the lives of children by providing developmentally appropriate products
that make learning fun and to offer parents flexible career opportunities that
allow them to stay at home with their children. Today, more than 20,000 women
and men throughout the U.S. and Canada serve as Educational Consultants who
present Discovery Toys products through the personal touch of product
demonstrations and parent workshops.
Dreamlife is the online personal and professional development network
founded by Robbins in 1999 that has been a leader in providing consumers an
extensive array of individualized coaching, communities, courses, and tools as
well as real-time interface with renowned experts.
The planned acquisition will allow the resources of the Dreamlife website,
www.dreamlife.com, to augment the brick-and-mortar Discovery Toys operation by
providing ongoing inspirational and education and training tools for its
Educational Consultants.
"In this time of Internet companies closing down on a daily basis, we are
truly proud that Dreamlife has found a way to change direction while using our
core competencies to benefit Discovery Toys, investors and shareholders," said
Peter Lund, CEO of Dreamlife.
"The on-line environment has radically changed over the last 12 months, and
we have aggressively stepped up to meet those challenges," continued Lund.
As part of the change, Dreamlife will immediately trim 9 positions from its
21-person staff and make additional personnel assessments upon the integration
of Discovery Toys into its operations if the acquisition is completed. Dreamlife
is in the process of reviewing and establishing partnerships with other direct
selling companies and related businesses that can benefit from the content and
inspirational tools at Dreamlife.
"In business, you must move quickly and intelligently to survive and
prosper. Our restructuring will allow for the kind of resourceful, dynamic and
aggressive change that is necessary when you are working to keep pace with
consumer desires and the market realities of business," Robbins continued.
If the transaction is completed, Discovery Toys will become a wholly owned
subsidiary of Dreamlife, which will acquire all of the outstanding capital stock
of Discovery Toys pursuant to a stock Purchase Agreement to be executed by each
stockholder of Discovery Toys.
"We are confident that our acquisition of Discovery Toys will serve as a
model for other businesses that are actively reassessing the market and looking
to leverage business assets and Internet content to maximize competitive
advantage," Robbins concluded.
Wit SoundView acted as financial advisor to Dreamlife.
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Certain statements made herein that use the words "estimate," "project,"
"intend," "expect," "believe" and similar expressions are intended to identify
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve known
and unknown risks and uncertainties which could cause the actual results,
performance or achievements of Dreamlife to be materially different from those
which may be expressed or implied by such statements, including, among others,
Dreamlife's ability to secure additional financing or complete a strategic
transaction, changes in general economic and business conditions and
specifically, decline in demand to Dreamlife's products, inability to timely
develop and introduce new technologies, products and applications and loss of
market share and pressure on prices resulting from competition. For additional
information regarding these and other risks and uncertainties associated with
Dreamlife's business, reference is made to Dreamlife's reports filed from time
to time with the Securities and Exchange Commission.