The Parent Company 8-K 2006
CURRENT REPORT PURSUANT
January 13, 2006
5601 NW 9th Avenue, Suite 104
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 2.01 Completion of Acquisition or Disposition of Assets.
On January 17, 2006, BabyUniverse, Inc. (the Company) issued a press release announcing the acquisition on January 13, 2006, through a wholly owned subsidiary, PoshBaby, Inc., of substantially all of the assets of Posh Tots, LLC (Posh Tots), pursuant to that Asset Purchase Agreement dated as of January 13, 2006 by and between PoshBaby, Inc. and Posh Tots. The Company acquired substantially all of the assets of Posh Tots in exchange for $6.0 million in cash, a Promissory Note for $6.0 million, 237,248 shares of BabyUniverse common stock and warrants to purchase 110,000 shares of BabyUniverse common stock at a price of $8.10 per share. A copy of the press release is furnished as Exhibit 99.1 to this current report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements. The financial statements required by Item 9.01(a) are not included in this current report. The Company intends to file these financial statements by an amendment within the time period permitted by Item 9.01(a).
(b) Pro Forma Financial Information. Pro forma financial information required by Item 9.01(b) is not included in this current report. The Company intends to file this pro forma financial information by an amendment within the time period permitted by Item 9.01(b).
(c) Not Applicable.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.