More from the S-4/A
BRIEF DESCRIPTION OF PARTIES
FUTECH. Futech designs, publishes, hires subcontractors to manufacture and
markets interactive, educational, promotional and entertainment products, such
as books, game boards with sound capabilities and specialty post cards, targeted
primarily towards children. Futech's patented technology utilizes specialized
conductive ink to print interactive touch points. These touch points trigger
speech, music and sound effects. Futech also distributes proprietary products,
as well as those of third party publishers, to warehouse clubs, mass market
retailers, national book chains, specialty and independent retailers and major
toy chains. Futech's address is:
Futech Interactive Products, Inc.
2999 North 44th Street, Suite 225
Phoenix, Arizona 85018-7247
(602) 808-8765
JANEX. Janex was incorporated in Colorado in 1986. Janex designs, hires
subcontractors to manufacture and markets children's toys, banks, flashlights
and battery operated toothbrushes marketed under the brand name Janex. Janex
incorporates licensed characters into many of its products, and sells its
products to United States mass merchant retailers, toy specialty stores and
department stores. Janex's address is:
Janex International, Inc.
c/o Futech Interactive Products, Inc.
2999 North 44th Street, Suite 225
Phoenix, Arizona 85018-7247
(602) 808-8765
TRUDY. Trudy Corporation was initially organized as a Connecticut
corporation under the name "Norwest Manufacturing Corporation" in 1979. Trudy,
which does business under the name Soundprints, publishes juvenile story books
and audio-cassettes which are sold in conjunction with contract manufactured
educational toys to the retail and mail order markets. Trudy's address is:
Trudy Corporation
353 Main Avenue
Norwalk, CT 06851-1552
(203) 846-2274
1
<PAGE> 7
FUNDEX. Fundex Games, Ltd. was originally incorporated in the State of
Indiana as "Third Quarter, Inc." in 1991. Fundex develops, markets, and
distributes a variety of games and toys for both children and adults, including:
- card games, puzzles and board games, including the Phase 10 card game and
its sister products;
- skill and action games for children;
- games, puzzles and toys featuring characters licensed from third parties;
and
- spring and summer toys for children, including jump ropes, water toys and
water games.
Fundex's address is:
Fundex Games, Ltd.
2237 Directors Row
Indianapolis, Indiana 46241
(317) 248-1080
DAMERT. DaMert Company was founded in 1973 and incorporated in 1979.
DaMert creates and produces toy and gift products with nature and science themes
targeted primarily to children ages 6-12. Presently, the product base includes
over 200 toys, gifts and puzzles which are sold through catalogs, museums,
department stores, specialty stores and toy stores nationwide. DaMert's address
is:
DaMert Company
1609 Fourth Street
Berkeley, California 94710
(510) 524-7400
NEW FUTECH. Futech Interactive Products (Delaware) Inc. ("New Futech") is
a newly-organized Delaware corporation that Futech formed to be the surviving
parent corporation under the merger agreement. New Futech has had no operations
prior to the date of this prospectus/proxy statement. As a part of the mergers,
New Futech will change its name to "Futech Interactive Products, Inc." New
Futech's address is:
Futech Interactive Products, Inc.
2999 North 44th Street, Suite 225
Phoenix, Arizona 85018-7247
(602) 808-8765
NEW SUB. Futech Toys & Games, Inc. ("New Sub") is a newly-organized Nevada
corporation that Futech formed to merge with Fundex and to be the surviving
subsidiary corporation of New Futech under the merger agreement. New Sub has had
no operations prior to the date of this prospectus/proxy statement. New Sub's
address is:
Futech Toys & Games, Inc.
c/o Fundex Games, Ltd.
2237 Directors Row
Indianapolis, Indiana 46241
(317) 248-1080
2
<PAGE> 8
NEW FUTECH'S BUSINESS STRATEGY
Through the mergers, New Futech will become a diversified children's
product company that directly and through New Sub designs, develops and
distributes proprietary and other children's products such as books, games, toys
and stationery. Many of New Futech's products will incorporate its proprietary
interactive touchpoint technologies, which we expect will give us significant
competitive advantages when combined with the synergy of the five merging
companies.
We expect to operate using an entrepreneurial style of management with five
separate business operating units. Each unit will have a vice president
responsible for its performance, including day-to-day operations, products and
sales. Corporate management and staff will be responsible for support, finance,
administration and coordination of the five business units.
New Futech's objective is to become a significant designer, developer and
distributor of a variety of affordable children's and family books, games and
related products. While the mergers are a major step toward achieving this
objective, New Futech intends to expand product lines, enhance product brand
awareness, improve operational efficiencies and expand distribution.
New Futech will begin with a diversified base of established retail
customers representing over 26,000 retail locations that we believe will allow
us to significantly expand sales, especially the distribution of our proprietary
products. With our experienced management team, we believe the mergers will
provide the opportunity to attain profitable growth into the future.
On a pro forma basis, the combined companies in this merger have combined
recurring losses from operations, negative cash flows, and negative working
capital. As a result of the mergers and after the mergers, New Futech will have
substantial capital needs for which we will need to raise additional funds.
These capital needs include cash payments for acquisition of the companies in
the mergers, payment of debt acquired as a result of the mergers, lease
commitments, development of product lines, upgrade or replacement of computer
systems, development of internet services, research and development costs,
promotion and advertising costs, and working capital for continuing operations.
Presently, New Futech does not have financial resources to finance all these
needs. However we are in discussions and negotiations with commercial banks,
investment banks, and private investors to raise the necessary capital. On May
24, 1999, Futech retained Schroder & Co., Inc. to act as its financial advisor
to perform general investment banking services. Although there are no assurances
that we will be successful in our fund-raising activities, we believe the
necessary capital will be available for our financial needs. |
