8-K 1 v8-k.htm FORM 8-K DATED MAY 17, 2005 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

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~~May 1416, 2005

THE VERMONT TEDDY BEAR CO., INC.

(Exact name of registrant as specified in its chapter)

New York			1-12580	03-0291679
(State or other jurisdiction			(Commission File Number)	(IRS Employer
of incorporation)				Identification No.)


	6655 Shelburne Road, P.O. Box 965, Shelburne, Vermont 05482
(Address of principal executive offices)				(zip code)

			(802) 985-3001
		(Registrant's telephone number, including area code)

		N/A
		(Former name or former address, if changed since last report)

INFORMATION TO BE INCLUDED IN THE REPORT

Item 71.01. Entry ~~Regulation~~Into FDa ~~Disclosure~~Material Definitive Agreement.

~~The~~ On ~~Press~~May ~~Release~~16, ~~attached~~2005, asThe ~~Exhibit~~Vermont 99Teddy Bear Co.1, ~~and~~Inc. ~~incorporated~~a byNew ~~reference~~York ~~herein~~corporation is(the ~~being~~"Company") ~~furnished~~entered ~~pursuant~~into toa ~~Item~~definitive 12Agreement -and ~~Results~~Plan of ~~Operations~~Merger (the "Merger Agreement") with Hibernation Holding Company, Inc., a Delaware corporation, and ~~Financial~~Hibernation ~~Condition~~Company, ofInc., ~~Form~~a ~~8-K~~Delaware corporation and iswholly-owned ~~being~~subsidiary ~~presented~~of ~~under~~Hibernation ~~Item~~Holding 7Company, Inc.01 of("Merger ~~Form~~Subsidiary"). Pursuant ~~8-K~~to inthe ~~accordance~~Merger Agreement, Merger Subsidiary will merge (the "Merger) with ~~interim~~and ~~guidance~~into ~~issued~~the byCompany, with the ~~Securities~~separate corporate existence of Merger Subsidiary ceasing and ~~Exchange~~the ~~Commission~~Company incontinuing ~~Release~~as ~~Nos.~~the ~~33-8216~~surviving corporation and 34a wholly-~~47583.~~owned ~~This~~subsidiary ~~information~~of isHibernation ~~not~~Holding ~~deemed~~Company, toInc. Except beas ~~"filed"~~provided ~~for~~below, at the ~~purposes~~effective time of ~~Section~~the 18Merger of (the ~~Securities~~"Effective ~~Exchange~~Time"), ~~Act~~each share of ~~1934~~Company common stock and ispreferred stock issued and outstanding immediately prior to the Effective Time and not ~~incorporated~~held by ~~reference~~Hibernation ~~into~~Holding ~~any~~Company, ~~registration~~Inc. ~~statement~~will ~~filed~~be ~~under~~converted into the ~~Securities~~right ~~Act~~to receive $6.50 in cash per share of ~~1933~~common stock (on an as-converted basis). Notwithstanding the foregoing, at the Effective Time certain security holders will exchange their existing Company stock and warrants for stock and warrants of Hibernation Holding Company, Inc.

~~Item~~ The 9consummation of the Merger is subject to certain terms and conditions customary for transactions of this type, including stockholder approval and completion of committed debt and equity financing.01 Certain ~~Financial~~stockholders ~~Statements~~of the Company and ~~Exhibits~~members of the Company's management will, upon closing the transaction, exchange all or a portion of their existing equity in the Company for equity in the new parent corporation of the surviving corporation. The equity financing necessary for the transaction has been committed by an investor group led by The Mustang Group, LLC, a Boston based private equity firm, and subordinated debt financing has been committed by one of the investors in the group. The senior debt financing necessary for the transaction has been committed by Banknorth, NA. Two of the Company's directors hold limited partnership interests in FreshTracks Capital, L.P., one of the investors in the group. The parties currently anticipate consummating the transaction in the third calendar quarter of 2005.

Elisabeth B. Robert, the Company's President and Chief Executive Officer, will continue in her position following the Merger, as will the Company's executive officers, Irene Steiner, Vice President of Marketing and Catherine Camardo, Vice President of Operations. Ms. Robert will exchange some of her equity holdings in the Company for equity in the new parent corporation of the surviving corporation. The holder of the Company's Series A Preferred shares will exchange these shares for shares of Series A Preferred stock to be issued by the new parent corporation. In addition, stockholders holding approximately 16% of the Company's common stock (con an as-converted basis) ~~Exhibits~~will exchange their shares for equity in the new parent corporation. All other shares of the Company will be exchanged for cash payment at the merger price. Company stockholders, who collectively own approximately 57% of the outstanding shares of the Company's common stock, have agreed to vote their voting shares in favor of the Merger.

~~Exhibit~~ The information set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, the Stockholder Voting Agreement and Proxy, the Contribution Agreement, and the Certificate of Incorporation of Hibernation Holding Company, Inc., copies of which are annexed hereto as Exhibits 2.1 and 4.1-4.3, respectively, and are incorporated by reference.

~~99.1 Press~~ On May 16, 2005, the Company issued a press release ofannouncing ~~The~~the ~~Vermont~~signing ~~Teddy~~of ~~Bear~~the CoMerger Agreement., A ~~Inc~~copy of the press release is annexed hereto as Exhibit 99.,1 ~~dated~~and ~~February~~incorporated ~~14,~~herein ~~2005~~by reference.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits

~~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.~~Exhibits

Agreement and Plan of Merger, dated as of May 16, 2005, among The Vermont Teddy Bear Co., Inc., Hibernation Holding Company, Inc., and Hibernation Company, Inc.

Stockholder Voting Agreement and Proxy, dated as of May 16, 2005, by and between Hibernation Holding Company, Inc., Hibernation Company, Inc., and certain stockholders of The Vermont Teddy Bear Co., Inc., identified on the schedule thereto.
Contribution Agreement, dated as of May 16, 2005, by and among Hibernation Holding Company, Inc. and certain stockholders of The Vermont Teddy Bear Co., Inc., identified on the schedule thereto.

4.3 Proposed Restated Certificate of Incorporation of Hibernation Holding Company, Inc.

Press release dated May 16, 2005 issued by the Company.

THE VERMONT TEDDY BEAR CO., INC.

Date: ~~February~~May 1417, 2005 /s/ Elisabeth B. Robert

/s/ Elisabeth B. Robert

Elisabeth B. Robert, President and Chief Executive Officer

~~Exhibit~~ EXHIBIT ~~Index~~ INDEX

Exhibit

~~99.1 Press release of The Vermont Teddy Bear Co., Inc., dated December 27, 2004.~~Number Description

2.1 Agreement and Plan of Merger, dated as of May 16, 2005, among The Vermont Teddy Bear Company, Inc., Hibernation Holding Company, Inc., and Hibernation Company, Inc.

4.1 Stockholder Voting Agreement and Proxy, dated as of May 11, 2005, by and between Hibernation Holding Company, Inc., Hibernation Company, Inc., and certain stockholders of The Vermont Teddy Bear Company, Inc., identified on the schedule thereto.

4.2 Contribution Agreement, dated as of May 16, 2005, by and among Hibernation Holding Company, Inc. and certain stockholders of The Vermont Teddy Bear Company, Inc., identified on the schedule thereto.

4.3 Certificate of Incorporation of Hibernation Holding Company, Inc., dated _______ ___, 2005.

99.1 Press release dated May 16, 2005 issued by the Company

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