UNITED STATES
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):
June 4, 2004
THE FIRST YEARS INC.
(Exact name of registrant as specified in charter)
Massachusetts 000-07024 04-2149581
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
One Kiddie Drive
Avon, Massachusetts 02322
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(508) 588-1220
ITEM 5. OTHER EVENTS.
On June 4, 2004, The First Years Inc. (the "Company") entered into a
definitive merger agreement (the "Merger Agreement") with RC2 Corporation
("RC2"). Stockholders of the Company will receive $18.60 in cash upon completion
of the merger for each share of common stock then outstanding. The Merger
Agreement provides for the merger of an affiliate of RC2 with and into the
Company. Following the merger, the Company will be a wholly-owned subsidiary of
RC2. Completion of the merger is subject to certain closing conditions,
including the approval of the Company's stockholders and no material adverse
change in the banking or capital markets that affects RC2's financing
commitments or alternative financing for the transaction.
In connection with the Merger Agreement, certain stockholders of the
Company entered into voting agreements with RC2 (each, a "Voting Agreement"),
whereby such stockholders have agreed to vote their shares in favor of the
Merger Agreement. In addition, on June 4, 2004, the Company amended its Common
Stock Rights Agreement dated as of November 19, 2001 (the "Rights Agreement"),
to exempt the execution of the Merger Agreement and the merger from the
provisions of the Rights Agreement.
The Merger Agreement (which is attached hereto as Exhibit 2.1), the
Amendment to the Rights Agreement (which is attached hereto as Exhibit 4.2), the
form of Voting Agreement (which is attached hereto as Exhibit 99.1), and the
0press release issued by the Company (which is attached hereto as Exhibit 99.2)
are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired: Not Applicable
(b) Pro Forma Financial Information: Not Applicable
(c) Exhibits:
2.1 Agreement and Plan of Merger, dated as of June 4, 2004, among
The First Years Inc., RC2 Corporation and RBVD Acquisition
Corp. (excluding schedules, which the Registrant agrees to
furnish supplementally to the Commission upon request).
4.1 Common Stock Rights Agreement, dated as of November 19, 2001,
between The First Years Inc. and Equiserve Trust Company,
N.A., filed as Exhibit 4.1 to the Company's registration
statement on Form 8-A12G on November 20, 2001, and
incorporated herein by reference.
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4.2 Amendment to Common Stock Rights Agreement, dated as of June
4, 2004, between The First Years Inc. and Equiserve Trust
Company, N.A.
99.1 Form of Voting Agreement, dated as of June 4, 2004, between
RC2 Corporation and each of Ronald J. Sidman, Kenneth R.
Sidman, Evelyn Sidman, Benjamin Peltz and Fred T. Page.
99.2 Press Release of The First Years Inc. issued on June 7, 2004.
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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.
THE FIRST YEARS INC.
Date: June 7, 2004 By: /s/ John R. Beals
--------------------------------
John R. Beals
Senior Vice President - Finance,
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2.1 Agreement and Plan of Merger, dated as of June 4, 2004, among
The First Years Inc., RC2 Corporation and RBVD Acquisition
Corp. (excluding schedules, which the Registrant agrees to
furnish supplementally to the Commission upon request).
4.1 Common Stock Rights Agreement, dated as of November 19, 2001,
between The First Years Inc. and Equiserve Trust Company,
N.A., filed as Exhibit 4.1 to the Company's registration
statement on Form 8-A12G on November 20, 2001, and
incorporated herein by reference.
4.2 Amendment to Common Stock Rights Agreement, dated as of June
4, 2004, between The First Years Inc. and Equiserve Trust
Company, N.A.
99.1 Form of Voting Agreement, dated as of June 4, 2004, between
RC2 Corporation and each of Ronald J. Sidman, Kenneth R.
Sidman, Evelyn Sidman, Benjamin Peltz and Fred T. Page.
99.2 Press Release of The First Years Inc. issued on June 7, 2004.