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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 1997
FILE NO. 333-22583
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 TO
FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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JAKKS PACIFIC, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
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DELAWARE 3944 95-4527222
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION) CODE NUMBER) IDENTIFICATION NO.)
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24955 PACIFIC COAST HIGHWAY, #B202, MALIBU, CALIFORNIA 90265 (310) 456-7799
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
24955 PACIFIC COAST HIGHWAY, #B202, MALIBU, CALIFORNIA 90265
(ADDRESS OF PRINCIPAL OR INTENDED PRINCIPAL PLACE OF BUSINESS)
JACK FRIEDMAN, CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
JAKKS PACIFIC, INC.
24955 PACIFIC COAST HIGHWAY, #B202, MALIBU, CALIFORNIA 90265 (310) 456-7799
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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COPIES TO:
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MURRAY L. SKALA, ESQ. ROBERT K. MONTGOMERY, ESQ.
GABRIEL KASZOVITZ, ESQ. EBEN PAUL PERISON, ESQ.
FEDER, KASZOVITZ, ISAACSON, WEBER, SKALA & BASS, GIBSON, DUNN & CRUTCHER LLP
LLP 2029 CENTURY PARK EAST, SUITE 4000
750 LEXINGTON AVENUE LOS ANGELES, CALIFORNIA 90067-3026
NEW YORK, NEW YORK 10022-1200 (310) 552-8500
(212) 888-8200 FAX: (310) 551-8741
FAX: (212) 888-7776
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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AMOUNT OF SHARES PROPOSED MAXIMUM
TITLE OF EACH CLASS OF TO OFFERING PRICE PER MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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Common Stock par value $.001.......... 1,800,000 $8.50 $15,300,000 $4,636.36
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Common Stock par value $.001(2)....... 270,000 $8.50 $2,295,000 $695.45
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Representative's Warrants............. 119,000 $.001 $119 $.04
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Common Stock par value $.001
underlying Representative's
Warrants............................ 119,000 $11.05 $1,314,950 $398.47
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Total................................. $18,910,069 $5,730.32(3)
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(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457.
(2) Represents 270,000 shares of Common Stock which the Underwriters have the
option to purchase from two of the Selling Stockholders to cover
over-allotments, if any.
(3) $7,445.69 has been paid in registration fees.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE AN AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION (THE
"COMMISSION"), ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
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of the Initial Public Offering, and the remaining 246,300 shares were listed as
additional registered shares in the Prospectus relating thereto.
Effective January 8, 1997 the Company issued $6,000,000 in aggregate, of 9%
seven-year convertible debentures to Renaissance Capital Growth Income Fund III,
Inc. and Renaissance US Growth & Income Trust PLC (together "Renaissance"). Net
proceeds to the Company after payment of a 6% brokerage commission to Joseph
Charles & Associates, Inc. and fees to Renaissance and its attorneys were
$5,450,000. The debentures are convertible into 923,077 shares of the Company's
Common Stock based on a conversion price of $6.50 per share. When any shares of
Common Stock are issued by the Company for consideration per share less than the
then existing conversion price of the Convertible Debentures, then in each such
case the conversion price shall be reduced to a new conversion price equal to
the consideration per share received by the Company for such additional shares
of Common Stock; provided however, that prior to such issuance, the Company may
request the holders to waive the right to an adjustment of the conversion price
and in the event such waiver is not granted by the holders, the Company shall
have the right, prior to the issuance of such additional shares, to redeem the
Convertible Debenture at 120% of face value. The number of shares of Common
Stock into which the debentures are convertible are also subject to adjustment
for certain changes in capital structure and other events. The indebtedness must
be repaid in part each month beginning December 1999, in the amount of 1% of the
then unpaid balance and in full at December 31, 2003. The Company has the right
to prepay all or part of such indebtedness in certain events at 120% of their
original $6,000,000 face value.
For its assistance with the Renaissance financing, the Company issued to
Joseph Charles & Associates, Inc. a warrant to purchase an aggregate of 150,000
shares of Common Stock at an exercise price of $8.00 per share. Such warrant
expires on January 8, 2002. Holders of such warrants possess certain demand and
incidental registration rights that may require the Company to register for
public resale the shares of Common Stock issuable thereunder.
Exemption from registration under the Securities Act is claimed for the
sale of all of the securities set forth above in reliance upon the exemption
afforded by Section 4(2) of the Securities Act and, in the case of Promissory
Notes sold on February 14, 1996, Regulation D under the Securities Act, for
transactions not involving a public offering. Each certificate evidencing such
shares of Common Stock, Promissory Notes and Convertible Debentures originally
bore, and some continue to bear, bears an appropriate restrictive legend, and
"stop transfer" orders were originally (and some shares still are) maintained on
the Company's stock transfer records for such shares of Common Stock.
ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
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EXHIBIT
NUMBER
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1.1 Form of Underwriting Agreement (3)
3.1 Restated Certificate of Incorporation of the Company (2)
3.2.1 By-Laws of the Company (2)
3.2.2 Amendment to By-Laws of the Company (3)
4.1 Form of certificate evidencing shares of Common Stock (2)
4.2 JAKKS Pacific, Inc. 9.00% Convertible Debenture issued to Renaissance Capital Growth
& Income Fund III, Inc. dated December 31, 1996 (3)
4.3 JAKKS Pacific, Inc. 9.00% Convertible Debenture issued to Renaissance US Growth &
Income Trust PLC dated December 31, 1996 (3)
4.4 Form of Warrant for 119,000 shares of Common Stock of the Company issuable to the
Representative, to be dated the date of the Prospectus (3)
5.1 Opinion, with consent, of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP,
counsel for the Registrant(3)
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EXHIBIT
NUMBER
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10.1 Amended and Restated 1995 Stock Option Plan (3)
10.2 Employment Agreement by and between the Company and Jack Friedman dated January 1,
1997 (3)
10.3 Employment Agreement by and between the Company and Stephen G. Berman dated January
1, 1997 (3)
10.4 Asset Purchase Agreement dated October 19, 1995 (as of July 1, 1995) between the
Company, JP (HK) Limited and Justin (2)
10.5 Convertible Loan Agreement by and between the Company and Renaissance Capital Growth
& Income Fund III, Inc. and Renaissance US Growth & Income Trust PLC dated December
31, 1996 (3)
10.6 Purchase Agreement among JAKKS Pacific, Inc. and JAKKS Acquisition Corp. and Road
Champs, Inc., Road Champs Ltd. and Die Cast Associates, Inc. and the shareholders of
Road Champs, Inc. for the purchase of all of the shares of stock of Road Champs,
Inc. and Road Champs Ltd. and the operating assets of Die Cast Associates, Inc.
dated January 21, 1997 (4)
10.7.1 Lease of the Company's offices at 24955 Pacific Coast Highway, Malibu, California
(2)
10.7.2 Amendment to Lease of Company's offices at 24955 Pacific Coast Highway, Malibu,
California (3)
10.8 Lease of the Company's warehouse space at 7 Patton Drive, West Caldwell, New Jersey
and amendment thereto(4)(P)
10.9 Lease of the Company's showroom at the Toy Center South, 200 Fifth Avenue, New York,
New York (2)
10.10 Lease of the Company's showroom at the Toy Center North, 1107 Broadway, New York,
New York (4)(P)
10.11 Lease of the Company's office space at the Peninsula Center, 67 Mody Road,
Tsimshatsui East, Kowloon, Hong Kong (3)
10.12.1 License Agreement with Titan Sports, Inc. dated October 24, 1995 (2)
10.12.2 Amendments to License Agreement with Titan Sports, Inc. dated April 22, 1996 and
January 21, 1997 (3)
10.12.3 International License Agreement with Titan Sports, Inc. dated February 24, 1997(3)
10.13 License Agreement with Saban Merchandising, Inc. and Saban International N.V. with
amendment dated (3)
10.14 License Agreement with Wow Wee International dated June 1, 1996 (1)
10.15 Agreement with Quantum Toy Concepts Pty, Ltd. dated July 1996 (3)
21 Subsidiaries of the Company (3)
23.1 Consent of Pannell Kerr Forster, Certified Public Accountants, A Professional
Corporation, Los Angeles, California (3)
23.2 Consent of Pannell Kerr Forster PC, New York, New York (3)
23.3 Consent of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP (included in Exhibit
5.1) (3)
24 Power of Attorney (included in Part II to this Registration Statement) (3)
27 Financial Data Schedule (3)
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(1) Amendment to Schedule B of such exhibit filed herewith. The remainder of
this exhibit was previously filed as part of this Registration Statement on
Form SB-2.
(2) Filed previously as an exhibit to the Company's Registration Statement on
Form SB-2 (File no. 333-2048-LA) dated May 1, 1996, and incorporated herein
by reference in its entirety.
II-4
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Malibu, California, on the 14th day of April 1997.
JAKKS PACIFIC, INC.
By: /s/ JACK FRIEDMAN
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Jack Friedman
President
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates indicated:
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SIGNATURE TITLE DATE
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/s/ JACK FRIEDMAN Chairman, Chief Executive April 14, 1997
- ----------------------------------------------- Officer (Principal Executive
Jack Friedman Officer) and President
/s/ STEPHEN G. BERMAN Chief Operating Officer, April 14, 1997
- ----------------------------------------------- Executive Vice President,
Stephen G. Berman Secretary and Director
/s/ JOEL M. BENNETT Chief Financial Officer April 14, 1997
- ----------------------------------------------- (Principal Financial and
Joel M. Bennett Accounting Officer)
/s/ MICHAEL G. MILLER Director April 14, 1997
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Michael G. Miller
/s/ MURRAY L. SKALA Director April 14, 1997
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Murray L. Skala
/s/ ROBERT E. GLICK Director April 14, 1997
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Robert E. Glick
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EXHIBIT INDEX
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EXHIBIT
NUMBER
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1.1 Form of Underwriting Agreement (3)
3.1 Restated Certificate of Incorporation of the Company (2)
3.2.1 By-Laws of the Company (2)
3.2.2 Amendment to By-Laws of the Company (3)
4.1 Form of certificate evidencing shares of Common Stock (2)
4.2 JAKKS Pacific, Inc. 9.00% Convertible Debenture issued to Renaissance Capital Growth
& Income Fund III, Inc. dated December 31, 1996 (3)
4.3 JAKKS Pacific, Inc. 9.00% Convertible Debenture issued to Renaissance US Growth &
Income Trust PLC dated December 31, 1996 (3)
4.4 Form of Warrant for 119,000 shares of Common Stock of the Company issuable to the
Representative, to be dated the date of the Prospectus (3)
5.1 Opinion, with consent, of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP,
counsel for the Registrant (3)
10.1 Amended and Restated 1995 Stock Option Plan (3)
10.2 Employment Agreement by and between the Company and Jack Friedman dated January 1,
1997 (3)
10.3 Employment Agreement by and between the Company and Stephen G. Berman dated January
1, 1997 (3)
10.4 Asset Purchase Agreement dated October 19, 1995 (as of July 1, 1995) between the
Company, JP (HK) Limited and Justin (2)
10.5 Convertible Loan Agreement by and between the Company and Renaissance Capital Growth
& Income Fund III, Inc. and Renaissance US Growth & Income Trust PLC dated December
31, 1996 (3)
10.6 Purchase Agreement among JAKKS Pacific, Inc. and JAKKS Acquisition Corp. and Road
Champs, Inc., Road Champs Ltd. and Die Cast Associates, Inc. and the shareholders of
Road Champs, Inc. for the purchase of all of the shares of stock of Road Champs,
Inc. and Road Champs Ltd. and the operating assets of Die Cast Associates, Inc.
dated January 21, 1997 (4)
10.7.1 Lease of the Company's offices at 24955 Pacific Coast Highway, Malibu, California
(2)
10.7.2 Amendment to Lease of Company's offices at 24955 Pacific Coast Highway, Malibu,
California (3)
10.8 Lease of the Company's warehouse space at 7 Patton Drive, West Caldwell, New Jersey
and amendment thereto(4)(P)
10.9 Lease of the Company's showroom at the Toy Center South, 200 Fifth Avenue, New York,
New York (2)
10.10 Lease of the Company's showroom at the Toy Center North, 1107 Broadway, New York,
New York (4)(P)
10.11 Lease of the Company's office space at the Peninsula Center, 67 Mody Road,
Tsimshatsui East, Kowloon, Hong Kong (3)
10.12.1 License Agreement with Titan Sports, Inc. dated October 24, 1995 (2)
10.12.2 Amendments to License Agreement with Titan Sports, Inc. dated April 22, 1996 and
January 21, 1997 (3)
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EXHIBIT
NUMBER
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10.12.3 International License Agreement with Titan Sports, Inc. dated February 24, 1997(3)
10.13 License Agreement with Saban Merchandising, Inc. and Saban International N.V. with
amendment dated (3)
10.14 License Agreement with Wow Wee International dated June 1, 1996 (1)
10.15 Agreement with Quantum Toy Concepts Pty, Ltd. dated July 1996 (3)
21 Subsidiaries of the Company (3)
23.1 Consent of Pannell Kerr Forster, Certified Public Accountants, A Professional
Corporation, Los Angeles, California (3)
23.2 Consent of Pannell Kerr Forster PC, New York, New York (3)
23.3 Consent of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP (included in Exhibit
5.1) (3)
24 Power of Attorney (included in Part II to this Registration Statement) (3)
27 Financial Data Schedule (3)
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(1) Amendment to Schedule B of such exhibit filed herewith. The remainder of
this exhibit was previously filed as part of this Registration Statement on
Form SB-2.
(2) Filed previously as an exhibit to the Company's Registration Statement on
Form SB-2 (File no. 333-2048-LA) dated May 1 1996, and incorporated herein
by reference in its entirety.
(3) Previously filed as part of this Registration Statement on Form SB-2.
(4) Filed previously as an exhibit to the Company's Current Report on Form 8-K,
filed February 21 1997 or as schedule 4.2(iii) thereto.
<PAGE> 1
SCHEDULE B [to Exhibit 10.14]
Licensed Products
- - Turbo Touch Racers charged toy vehicles and extensions thereof and accessories
therefore having all of the following ten features:
Infra Red anti smash sensor
Charging sound of revving engine
one finger contact slot
4 second charge time
60 second running time
Left/right steering
Reverse function
Stop/start function at any time
Approximately 35 ft. range from point of individual using the product
Screeching sound when stop or anti smash is activated
Works indoors and outdoors
Glove fits and functions on age group 4-10 years of age
Must work indoors and outdoors
Battery life requirement: Battery life must last for 15 hours of
continuous playing time.
Must pass all toy safety tests.
Acknowledged and Agreed Acknowledged and Agreed
/s/ Stephen Berman /s/ Peter Yanofsky
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JAKKS Pacific, Inc. Wow Wee, Inc.
June 13, 1996 June 13, 1996
