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5 company merger into new co. Futech Interactive Products (Delaware) Inc. What's this deal worth to TRDY holders? Here's all I have so far: From the 10QSB filed Nov 12/99: biz.yahoo.com "As previously reported, in December 1998, Trudy signed a letter of intent to merge with Futech Interactive Products, Inc. On March 3, 1999 Trudy entered into a merger agreement with Futech. This merger agreement was subsequently renegotiated and replaced with a new merger agreement dated as of June 4, 1999 providing for the mergers of Trudy, Futech, Fundex Games,Ltd., DaMert Company and Janex International, Inc. into a newly incorporated Delaware company ("New Futech") or a subsidiary thereof. The transaction is now expected to close at the end of the fourth quarter of calendar 1999. "The agreement covers the acquisition of all of the Common Stock of Trudy, including shares subject to option, for a purchase price of approximately $3.5 million, payable in a combination of New Futech Common Stock (valued at $3.0 million) and cash of approximately $456,000. In addition, New Futech will repay certain loans to Trudy by the President and certain of his family members, approximating $800,000 plus accrued interest. On a fully diluted basis, approximately 378 million shares of Common Stock of Trudy will be issued and outstanding. The transaction is intended to be tax-free to shareholders of Trudy in respect to the stock portion of the consideration. The merger is subject to a number of conditions, including shareholder approval of all of the parties." Futech: okid.com futechinteractive.com Futech Interactive Products (Delaware) Inc. 2999 North 44th Street, Suite 225 Phoenix, Arizona 85018-7247 (602) 808-8765 Futech, the new Delaware, has filings but the link doesn't post right. Check the S4A. "Subject to Completion, dated October 8, 1999 FUTECH INTERACTIVE PRODUCTS (DELAWARE) INC. FUTECH TOYS & GAMES, INC. FUTECH INTERACTIVE PRODUCTS, INC. JANEX INTERNATIONAL, INC. TRUDY CORPORATION FUNDEX GAMES, LTD. DAMERT COMPANY PROSPECTUS/PROXY STATEMENT This prospectus/proxy statement, together with the related prospectus/proxy statement supplement for each of the merging companies identified below, constitutes the prospectus of Futech Interactive Products (Delaware) Inc. ("New Futech") and Futech Toys & Games, Inc., ("New Sub") in connection with the offer and issuance of their securities pursuant to the merger agreement dated as of June 7, 1999, by and among Janex International, Inc., Futech Interactive Products, Inc., Trudy Corporation, Fundex Games, Ltd., DaMert Company, New Futech and New Sub. Under the merger agreement, Futech will reincorporate in Delaware by merging with New Futech and then Janex, Trudy, and DaMert will merge with and into New Futech, which will survive the mergers, and Fundex will merge into New Sub, which will be a wholly-owned subsidiary of New Futech. Each share of outstanding stock of any of the merging companies immediately prior to the mergers, other than dissenting shares, will be converted into the right to receive a combination of cash, shares of New Futech stock and promissory notes of New Futech or New Sub, each in amounts specified below, but subject to changes in accordance with the elections and conditional rights described under "Description of the Mergers and Merger Agreement" beginning at page . <TABLE> <CAPTION> AGGREGATE CONSIDERATION APPROXIMATE PER SHARE ------------------------------------------- CONSIDERATION COMMON SHARES -------------------------- MERGING ------------------- COMMON COMPANY CASH NOTES NUMBER PERCENT CASH NOTES SHARES ------- -------- ---------- --------- ------- ------ -------- ------ <S> <C> <C> <C> <C> <C> <C> <C> Futech................................ $ 0 $ 0 3,767,337 67.3% $ 0 $ 0 .0398 Janex................................. 0 0 159,735 2.9 0 0 .0333 Fundex................................ 0 4,500,000 600,000 10.7 0 2.7696 .3693 Trudy................................. 456,330 0 400,000 7.1 .0012 0 .0011 DaMert................................ 312,000 2,600,000 671,147 12.0 285.00 2,375.00 613.07 -------- ---------- --------- ---- Totals................................ $768,330 $7,100,000 5,598,219 100% ======== ========== ========= Futech have like 50 domain names tied up: networksolutions.com. Fundex Games Ltd. toydirectory.com DaMert Company: damert.com Janex International: JANX hoovers.com "The company sells its products to mass merchandisers including Toys "R" Us (40% of sales) and Target throughout the US and Canada. Futech Interactive Products, maker of educational and entertainment products, owns about 80% of Janex and is planning a merger. biz.yahoo.com "On June 7, 1999, Janex's Board of Directors authorized a merger transaction whereby Janex and four other entities would merge into a newly incorporated entity,known as Futech Interactive Products(Delaware), Inc. The Proposed merger is described in Futech's registration statement on Form S-4, as amended, filed with the SEC." Whatca figure? | ||||||||||||||
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