<PAGE> 1
As filed with the Securities and Exchange Commission on September 5, 1997
Registration No. __________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------
JAKKS PACIFIC, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 95-4527222
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
24955 Pacific Coast Highway, #B202
Malibu, California 90265
(Address of principal executive offices)
----------
A. STOCK OPTION AGREEMENT DATED AUGUST 28, 1997 BY
AND BETWEEN JAKKS PACIFIC, INC. AND JOSEPH
CHARLES & ASSOCIATES, INC.
B. STOCK OPTION AGREEMENTS DATED AS OF JUNE 18, 1996
BY AND BETWEEN JAKKS PACIFIC, INC. AND
SHELDON WEINER SALES ORGANIZATION, INC.
C. STOCK OPTION AGREEMENTS DATED SEPTEMBER 1, 1995,
BY AND BETWEEN JAKKS PACIFIC, INC. AND EACH OF MURRAY BASS,
JOEL BENNETT, GINA HANCOCK, WILLS HON AND BRUCE KATZ
(Full title of the plans)
----------
Jack Friedman, President
JAKKS PACIFIC, INC.
24955 Pacific Coast Highway, #B202
Malibu, California 90265
(310) 456-7799
(Name, address and telephone number,
including area code, of agent for service)
----------
Copy to:
Murray L. Skala, Esq.
FEDER, KASZOVITZ, ISAACSON, WEBER, SKALA & BASS LLP
750 Lexington Avenue
New York, New York 10022
(212) 888-8200
----------
Approximate date of commencement of proposed sale to the public:
From time to time after the Registration Statement becomes effective.
----------
<PAGE> 2
================================================================================
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share* price** fee
- ---------- ---------- ---------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock 138,250 $2.00 $276,500 $83.79
($.001 par shares
value)
Common Stock 25,000 $7.625 $190,625 $57.76
($.001 par shares
value)
Common Stock 50,000 $7.50 $375,000 $113.63
($.001 par shares
value)
Common Stock 50,000 $6.875 $343,750 $104.16
($.001 par shares
value)
Total $359.34
</TABLE>
- ------
* Represents the exercise price of the options covering the shares included
herein.
** Determined in accordance with Rule 457(h) of the Securities Act of 1933,
as amended, solely for purposes of calculating the registration fee.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by JAKKS Pacific, Inc., a Delaware corporation
(the "Company" or the "Registrant"), pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act") and the Securities Act of 1933, as amended
(the "Securities Act"), are incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996.
(b) The Company's Quarterly Reports on Form 10-QSB for the quarterly
periods ended March 31, 1997 and June 30, 1997.
(c) The description of the Common Stock set forth in the Company's
Registration Statement on Form 8-A, filed March 29, 1996 and any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all Securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
The Company's Common Stock is registered under Section 12 of the
Exchange Act. See Item 3(c) above.
Item 5. Interests of Named Experts and Counsel.
Murray L. Skala, a director of the Company and a member of the firm of
Feder, Kaszovitz, Isaacson, Weber, Skala & Bass
II-1
<PAGE> 4
LLP, the Company's legal counsel, has been granted by the Company, in
consideration for his services as a director, options to purchase up to 21,700
shares of the Company's Common Stock at varying exercise prices.
Item 6. Indemnification of Officers and Directors.
The Company's Certificate of Incorporation provides that the personal
liability of the directors of the Company shall be limited to the fullest extent
permitted by the provisions of Section 102(b)(7) of the General Corporation Law
of the State of Delaware (the "DGCL"). Section 102(b)(7) of the DGCL generally
provides that no director shall be liable personally to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that the Certificate of Incorporation does not eliminate the liability
of a director for (i) any breach of the director's duty of loyalty to the
Company or its stockholders; (ii) acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law; (iii) acts or
omissions in respect of certain unlawful dividend payments or stock redemptions
or repurchases; or (iv) any transaction from which such director derives
improper personal benefit. The effect of this provision is to eliminate the
rights of the Company and its stockholders (through stockholders' derivative
suits on behalf of the Company) to recover monetary damages against a director
for breach of her or his fiduciary duty of care as a director (including
breaches resulting from negligent or grossly negligent behavior) except in the
situations described in clauses (i) through (iv) above. The limitations
summarized above, however, do not affect the ability of the Company or its
stockholders to seek nonmonetary remedies, such as an injunction or rescission,
against a director for breach of her or his fiduciary duty. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers, or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that in the opinion of
the Securities and Exchange Commission (the "Commission"), such indemnification
is against public policy as expressed in the Securities Act and is therefore
unenforceable.
In addition, the Certificate of Incorporation provides that the Company
shall, to the fullest extent permitted by Section 145 of the DGCL, indemnify all
persons whom it may indemnify pursuant to Section 145 of the DGCL. Section 145
of the DGCL permits a company to indemnify an officer or director who was or is
a party or is threatened to be made a party to any proceeding because of his or
her position, if the officer or director acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
II-2
<PAGE> 5
The Company maintains a directors' and officers' liability insurance
policy covering certain liabilities that may be incurred by directors and
officers in connection with the performance of their duties. The entire premium
for such insurance is paid by the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Number Description of Exhibit
- ------ ----------------------
<S> <C>
4.1 Consulting Agreement by and between the Company and Sheldon
Weiner Sales Organization, Inc. dated June 18, 1996
4.2 Stock Option Agreement by and between the Company and Sheldon
Weiner Sales Organization, Inc. dated June 18, 1996
4.3 Restated Stock Option Agreement by and between the Company and
Sheldon Weiner Sales Organization, Inc. dated June 18, 1996
4.4 Stock Option Agreement by and between the Company and Murray Bass
dated September 1, 1995
4.5 Stock Option Agreement by and between the Company and Joel
Bennett dated September 1, 1995
4.6 Stock Option Agreement by and between the Company and Gina
Hancock dated September 1, 1995
4.7 Stock Option Agreement by and between the Company and Wills Hon
dated September 1, 1995
4.8 Stock Option Agreement by and between the Company and Bruce Katz
dated September 1, 1995
4.9 Consulting Agreement by and between the Company and Joseph
Charles & Associates, Inc. dated August 28, 1997
4.10 Stock Option Agreement by and between the Company and Joseph
Charles & Associates, Inc. dated August 28, 1997
</TABLE>
II-3
<PAGE> 6
<TABLE>
<S> <C>
5 Opinion of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP
24.1 Consent of Pannell Kerr Forster, Certified Public Accountants,
A Professional Corporation
24.2 Consent of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP
(contained in Exhibit 5)
</TABLE>
Item 9. Required Undertakings
The undersigned Registrant hereby undertakes, except as otherwise
specifically provided in the rules of the Securities and Exchange Commission
promulgated under the Securities Act, that:
(a) The Registrant will:
(i) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time shall be deemed to be
the initial bona fide offering.
(ii) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
II-4
<PAGE> 7
SIGNATURES
Pursuant to 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 S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Malibu and State of California on the 5th day of
September, 1997.
JAKKS PACIFIC, INC.
By: /s/ Jack Friedman
--------------------------------
Jack Friedman, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jack Friedman Director, Chief September 5, 1997
- ------------------------ Executive Officer
Jack Friedman and President
(Principal Executive
Officer)
/s/ Stephen G. Berman Director, Executive September 5, 1997
- ------------------------ Vice President and
Stephen G. Berman Secretary
/s/ Joel M. Bennett Chief Financial September 5, 1997
- ------------------------ Officer (Principal
Joel M. Bennett Financial Officer)
/s/ Murray L. Skala Director September 5, 1997
- ------------------------
Murray L. Skala
/s/ Michael G. Miller Director September 5, 1997
- ------------------------
Michael G. Miller
/s/ Robert E. Glick Director September 5, 1997
- ------------------------
Robert E. Glick
</TABLE>
II-5
<PAGE> 8
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Number Description of Exhibit
- ------ ----------------------
<S> <C>
4.1 Consulting Agreement by and between the Company and Sheldon
Weiner Sales Organization, Inc. dated June 18, 1996
4.2 Stock Option Agreement by and between the Company and Sheldon
Weiner Sales Organization, Inc. dated June 18, 1996
4.3 Restated Stock Option Agreement by and between the Company and
Sheldon Weiner Sales Organization, Inc. dated June 18, 1996
4.4 Stock Option Agreement by and between the Company and Murray Bass
dated September 1, 1995
4.5 Stock Option Agreement by and between the Company and Joel
Bennett dated September 1, 1995
4.6 Stock Option Agreement by and between the Company and Gina
Hancock dated September 1, 1995
4.7 Stock Option Agreement by and between the Company and Wills Hon
dated September 1, 1995
4.8 Stock Option Agreement by and between the Company and Bruce Katz
dated September 1, 1995
4.9 Consulting Agreement by and between the Company and Joseph
Charles & Associates, Inc. dated August 28, 1997
4.10 Stock Option Agreement by and between the Company and Joseph
Charles & Associates, Inc. dated August 28, 1997
5 Opinion of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP
24.1 Consent of Pannell Kerr Forster, Certified Public Accountants,
A Professional Corporation
24.2 Consent of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP
(contained in Exhibit 5)
</TABLE>
<PAGE> 1
EXHIBIT 4.1
CONSULTING AGREEMENT
AGREEMENT dated as of June 18, 1996, by and between SHELDON WEINER SALES
ORGANIZATION, INC. , having an address at 200 Fifth Avenue - Suite 1225 New
York, New York 10010 (the "Consultant") and JAKKS PACIFIC, INC., a Delaware
corporation with an address at 24955 Pacific Coast Highway, #B202, Malibu,
California 90265 (the "Company").
W I T N E S S E T H :
WHEREAS, Consultant has been serving as a toy representative for the
Company; and
WHEREAS, both Consultant and the Company desire to change their
relationship in order for Consultant to become a consultant for the Company,
rather than a toy representative, upon the terms and conditions more
specifically set forth herein; and
WHEREAS, Consultant agrees to waive any benefits, compensation claims or
commissions to which he was entitled or may become entitled under his
arrangement with the Company for his services as a toy representative, except
for an option granted to Consultant to purchase 25,000 shares of the Company's
Common Stock, as is discussed in paragraph 4 below;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements hereinafter contained, the parties agree as follows:
1. Services and Duties. Commencing on the date of this Agreement, the
Company shall retain Consultant, and Consultant shall serve the Company, as a
consultant, until June 18, 2001. Consultant shall assist the Company by (i)
monitoring toy products for their popularity, (ii) meeting with various
retailers, and (iii) consulting with the Company on a periodic basis as to
developments in the toy industry. Consultant shall provide all of such services,
at the request of the Company, subject to the limitations of paragraph 2
hereafter.
2. Time Requirements. The Company acknowledges that Consultant is or may
be involved in other businesses, including his own toy representation business,
to which he is required to devote a substantial amount of its time and
attention. Consultant shall be free to devote his time and attention to such
other activities as he deems appropriate and shall render consultive services to
the Company subject to the his availability and other commitments.
3. Compensation for Consultant's Services. The Company shall grant to
Consultant, in consideration for the consulting services provided by him
hereunder, non-incentive options (the "Option") to purchase up to fifty
thousand (50,000) shares of the Company's Common Stock at a price of $7.50 per
share. The terms and conditions of such
<PAGE> 2
Option are those set forth in the form of Stock Option Agreement annexed hereto
as Exhibit A.
4. Previously Granted Option.
The option to purchase 25,000 shares of the Company's Common Stock, at
an exercise price of $7.625, granted to Consultant on May 16, 1996, in
connection with his position as a toy representative for the Company, shall
continue under the terms of the agreement evidencing such option, with the
exception that the entire option shall vest in full upon the execution of this
Agreement.
5. Notices. Any notice required to be given hereunder shall be delivered
personally or sent by overnight courier or registered or certified mail, return
receipt requested, addressed, if to Consultant, to the address set forth at the
beginning of this Agreement, and if to the Company, to the address set forth at
the beginning of this Agreement, or to such other addresses as the parties shall
notify each other in the manner provided for notice in this paragraph 5, with
copies to Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP, 750 Lexington
Avenue, 23rd Floor, New York, New York 10022, Attn: Murray L. Skala, Esq.
6. Choice of Law. This Agreement shall be governed by and construed
under the laws of the State of New York, without regard to its conflict-of-laws
rules.
7. Waiver of Breach. The waiver by either the Company or Consultant of a
breach of any provision of this Agreement shall not operate or be construed as a
waiver or any subsequent breach by the Company or Consultant.
8. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of both the Company and Consultant and their respective
successors, heirs and legal representatives, but neither this Agreement nor any
rights hereunder may be assigned by either party without the consent in writing
of the other party.
9. Amendments. No amendments or variations of the terms and conditions
of this Agreement shall be valid unless the same is in writing and signed by
both of the parties hereto.
10. Severability. If any provision of this Agreement is declared by any
court of competent jurisdiction to be invalid for any reason, such invalidity
shall not affect the remaining provisions of this Agreement. Such remaining
provisions shall be fully severable, and this Agreement shall be construed and
enforced as if such invalid provisions had never been a part of this Agreement.
2
<PAGE> 3
11. Entire Agreement. This Agreement contains the entire agreement
between the parties, with respect to the subject matter hereof, and supersedes
all prior agreements, and understandings written or oral, between the Company
and Consultant, with the exception of the option to purchase 25,000 shares of
the Company's Common Stock discussed above in paragraph.
This Agreement may be executed in counterparts, which together shall
constitute one instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
JAKKS PACIFIC, INC.
By:
-----------------------------------
Jack Friedman
President and CEO
SHELDON WEINER SALES ORGANIZATION, INC.
By:
-----------------------------------
SHELDON WEINER
3
<PAGE> 1
EXHIBIT 4.2
THIS OPTION HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR
OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THAT ACT
OR AN OPINION OF COUNSEL TO THE COMPANY IS OBTAINED STATING THAT SUCH
DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
----------
JAKKS PACIFIC, INC.
(Incorporated under the laws of the State of Delaware)
Void after 5:00 p.m., P.S.T., on JUNE 18, 2001
Option to Purchase
50,000 Shares of
Common Stock
CERTIFICATE OF OPTION AGREEMENT
FOR THE PURCHASE OF SHARES OF COMMON STOCK
June 18, 1996
JAKKS PACIFIC, INC., a Delaware corporation (the "Company"), hereby
certifies that SHELDON WEINER SALES ORGANIZATION, INC. (the "Optionee") is
entitled, subject to the provisions of this option (this "Option"), to purchase,
from the Company, during the period commencing on June 18, 1996 and expiring at
5:00 p.m. Pacific Standard Time on June 18, 2001, up to FIFTY THOUSAND (50,000)
shares of Common Stock, par value $.001 per share, of the Company (the "Stock")
at a price of $7.50 per share (the "Exercise Price"), to be exercisable as
hereinafter provided.
Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this Option, the Company shall
execute and deliver a new Option of
<PAGE> 2
like tenor and date.
The Optionee agrees with the Company that this Option is issued, and
all the rights hereunder shall be held, subject to all of the conditions,
limitations and provisions set forth herein.
1. Exercise of Option. The Optionee's right to exercise this Option, in
whole or in part, shall vest immediately with respect to all fifty thousand
(50,000) shares available hereunder.
2. Expiration of Option. This Option shall not be exercisable after 5:00
p.m. P.D.T. on June 18, 2001.
3. Non-Assignability of Option. This Option shall not be given, granted,
sold, exchanged, transferred, pledged, assigned or otherwise incumbered or
disposed of by the Optionee, otherwise than by Will or the laws of descent and
distribution, and, during the lifetime or existence of the Optionee, shall not
be exercisable by any other person, but only by the Optionee.
4. Method of Exercise of Option. The Optionee shall notify the Company
by written notice sent by registered or certified mail, return receipt
requested, addressed to its principal office, or by hand delivery to such
office, properly receipted, as to the number of shares of Stock which the
Optionee desires to purchase under this Option, which written notice shall be
accompanied by the Optionee's check payable to the order of the Company for the
full option price of such shares of Stock. As soon as practicable after the
receipt of such written notice the Company shall, at its principal office,
tender to the Optionee a certificate or certificates issued in the Optionee's
name evidencing the shares of Stock purchased by the Optionee hereunder.
5. Investment Representation. The Optionee represents that at the time
of any exercise of this Option, where the shares of Stock are not registered
under the Securities Act of 1933, as amended, such Stock will be acquired for
investment and not for resale or with a view to the distribution thereof. Upon
exercise of this Option and the issuance of any of the shares thereunder, all
certificates representing shares shall bear on the face thereof substantially
the following legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY
NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND
ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION FROM
REGISTRATION AND AN OPINION OF COUNSEL TO JAKKS PACIFIC, INC.
THAT SUCH REGISTRATION IS NOT REQUIRED."
<PAGE> 3
6. Anti-Dilution.
6.1 Adjustments. In the event that the Company shall have
effected one or more stock splits, reverse splits, or readjustments, stock
dividends, or other increases or reductions of the number of outstanding shares
of Common Stock of the Company, or issued as dividends on the outstanding shares
of Common Stock of the Company other securities convertible into shares of
Common Stock of the Company, without receiving compensation therefor in money,
services or property (any such event being hereinafter referred to as a
"Dilutive Event"), the Holder shall be entitled to receive for the aggregate
payments to be made by him for the Stock, the number of shares of Common Stock
or other securities the Holder would have been entitled to receive as a result
of any such Dilutive Event if he had immediately prior to such Dilutive Event
exercised this Option and paid for and received the Stock.
6.2 Merger, Consolidation or Recapitalization. In the event of
the recapitalization, merger or consolidation of the Company with or into
another corporation the Holder shall be entitled to receive upon payment of the
Exercise Price, such securities of such other corporation with or into which the
Company shall have been merged or consolidated as the Holder would have received
if he had immediately prior to such recapitalization, merger or consolidation
exercised this Option and paid for and received the Stock.
7. No Rights as Stockholder. The Optionee shall have no rights as a
Stockholder in respect to the shares of Stock as to which this Option shall not
have been exercised and payment made as herein provided.
8. Binding Effect. Except as herein otherwise expressly provided, this
Agreement shall be binding upon and inure to the benefit of the parties hereto,
their legal representatives, successors and assigns.
9. Qualification or Exemption of Option. The sale of the Option (and
underlying shares of Stock) which is the subject of this agreement has not been
qualified with the Commissioner of Corporations of the State of California and
the issuance of the Option and the underlying shares of Stock or the payment or
receipt of any part of the consideration therefore prior to the qualification is
unlawful, unless the sale of such securities is exempt from qualification by
Section 25100, 25102 or 25105 of the California Corporations code. The rights of
all parties to this agreement are expressly conditioned upon the qualification
being obtained, unless the sale is so exempt.
10. Nonstatutory Option. This Option is not intended to be an incentive
stock option within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended.
11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
12. Notices. Any notice hereunder shall be delivered by hand or by
registered or
3
<PAGE> 4
certified mail, return receipt requested to a party at its address
set forth above with a copy to Feder, Kaszovitz, Isaacson, Weber, Skala & Bass
LLP, 750 Lexington Avenue, New York, New York 10022-1200, subject to the right
of either party to designate at any time hereafter, in writing, some other
address.
IN WITNESS WHEREOF, the Company has caused this Option to be signed on
its behalf, in its corporate name, by its duly authorized officer, all as of the
day and year first above written.
JAKKS PACIFIC, INC.
By:
-------------------------------
Jack Friedman
President
4
<PAGE> 5
OPTION EXERCISE FORM
(To be executed by the Optionee to exercise the rights
to purchase Common Stock evidenced by the within Option)
JAKKS PACIFIC, INC.
24955 Pacific Coast Highway
#B202
Malibu, California 90265
The undersigned hereby exercises the right to purchase ____ shares of
the Stock (as such term is defined in this Option) pursuant to and in accordance
with the terms and conditions of this Option, and herewith makes payment of $
therefor, and requests that a certificate for such shares be issued in the name
of the undersigned and be delivered to the undersigned at the address stated
below, and, if such number of shares shall not be all of the shares purchasable
hereunder, that a new Option of like tenor for the balance of the remaining
shares purchasable hereunder be delivered to the undersigned at the address
stated below:
Dated: Signed:
-------------------------------
Address:
<PAGE> 1
EXHIBIT 4.3
THIS OPTION HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR
OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THAT ACT
OR AN OPINION OF COUNSEL TO THE COMPANY IS OBTAINED STATING THAT SUCH
DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
----------
JAKKS PACIFIC, INC.
(Incorporated under the laws of the State of Delaware)
Void after 5:00 p.m., P.S.T., on MAY 16, 2002
Option to Purchase
25,000 Shares of
Common Stock
RESTATED CERTIFICATE OF OPTION AGREEMENT
FOR THE PURCHASE OF SHARES OF COMMON STOCK
June 18, 1996
JAKKS PACIFIC, INC., a Delaware corporation (the "Company"), hereby
certifies that SHELDON WEINER SALES ORGANIZATION, INC. (the "Optionee") is
entitled, subject to the provisions of this option (this "Option"), to purchase,
from the Company, during the period commencing on May 16, 1996 and expiring at
5:00 p.m. Pacific Standard Time on May 16, 2002, up to TWENTY-FIVE THOUSAND
(25,000) shares of Common Stock, par value $.001 per share, of the Company (the
"Stock") at a price of $7.625 per share (the "Exercise Price"), to be
exercisable as hereinafter provided.
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Option, the Company shall
execute and deliver a new Option of like tenor and date.
<PAGE> 2
The Optionee agrees with the Company that this Option is issued, and all
the rights hereunder shall be held, subject to all of the conditions,
limitations and provisions set forth herein.
1. Exercise of Option. The Optionee's right to exercise this Option, in
whole or in part, shall vest immediately with respect to all twenty-five
thousand (25,000) shares available hereunder.
2. Expiration of Option. This Option shall not be exercisable after 5:00
p.m. P.D.T. on May 16, 2002.
3. Non-Assignability of Option. This Option shall not be given, granted,
sold, exchanged, transferred, pledged, assigned or otherwise incumbered or
disposed of by the Optionee, otherwise than by Will or the laws of descent and
distribution, and, during the lifetime or existence of the Optionee, shall not
be exercisable by any other person, but only by the Optionee.
4. Method of Exercise of Option. The Optionee shall notify the Company
by written notice sent by registered or certified mail, return receipt
requested, addressed to its principal office, or by hand delivery to such
office, properly receipted, as to the number of shares of Stock which the
Optionee desires to purchase under this Option, which written notice shall be
accompanied by the Optionee's check payable to the order of the Company for the
full option price of such shares of Stock. As soon as practicable after the
receipt of such written notice the Company shall, at its principal office,
tender to the Optionee a certificate or certificates issued in the Optionee's
name evidencing the shares of Stock purchased by the Optionee hereunder.
5. Investment Representation. The Optionee represents that at the time
of any exercise of this Option, where the shares of Stock are not registered
under the Securities Act of 1933, as amended, such Stock will be acquired for
investment and not for resale or with a view to the distribution thereof. Upon
exercise of this Option and the issuance of any of the shares thereunder, all
certificates representing shares shall bear on the face thereof substantially
the following legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY
NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE
STATE SECURITIES LAW OR AN EXEMPTION FROM REGISTRATION AND AN
OPINION OF COUNSEL TO JAKKS PACIFIC, INC. THAT
2
<PAGE> 3
SUCH REGISTRATION IS NOT REQUIRED."
6. Anti-Dilution.
6.1 Adjustments. In the event that the Company shall have
effected one or more stock splits, reverse splits, or readjustments, stock
dividends, or other increases or reductions of the number of outstanding shares
of Common Stock of the Company, or issued as dividends on the outstanding shares
of Common Stock of the Company other securities convertible into shares of
Common Stock of the Company, without receiving compensation therefor in money,
services or property (any such event being hereinafter referred to as a
"Dilutive Event"), the Holder shall be entitled to receive for the aggregate
payments to be made by him for the Stock, the number of shares of Common Stock
or other securities the Holder would have been entitled to receive as a result
of any such Dilutive Event if he had immediately prior to such Dilutive Event
exercised this Option and paid for and received the Stock.
6.2 Merger, Consolidation or Recapitalization. In the event of
the recapitalization, merger or consolidation of the Company with or into
another corporation the Holder shall be entitled to receive upon payment of the
Exercise Price, such securities of such other corporation with or into which the
Company shall have been merged or consolidated as the Holder would have received
if he had immediately prior to such recapitalization, merger or consolidation
exercised this Option and paid for and received the Stock.
7. No Rights as Stockholder. The Optionee shall have no rights as a
Stockholder in respect to the shares of Stock as to which this Option shall not
have been exercised and payment made as herein provided.
8. Binding Effect. Except as herein otherwise expressly provided, this
Agreement shall be binding upon and inure to the benefit of the parties hereto,
their legal representatives, successors and assigns.
9. Qualification or Exemption of Option. The sale of the Option (and
underlying shares of Stock) which is the subject of this agreement has not been
qualified with the Commissioner of Corporations of the State of California and
the issuance of the Option and the underlying shares of Stock or the payment or
receipt of any part of the consideration therefore prior to the qualification is
unlawful, unless the sale of such securities is exempt from qualification by
Section 25100, 25102 or 25105 of the California Corporations code. The rights of
all parties to this agreement are expressly conditioned upon the qualification
being obtained, unless the sale is so exempt.
10. Nonstatutory Option. This Option is not intended to be an incentive
stock option within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended.
11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
3
<PAGE> 4
12. Notices. Any notice hereunder shall be delivered by hand or by
registered or certified mail, return receipt requested to a party at its address
set forth above with a copy to Feder, Kaszovitz, Isaacson, Weber, Skala & Bass
LLP, 750 Lexington Avenue, New York, New York 10022-1200, subject to the right
of either party to designate at any time hereafter, in writing, some other
address.
IN WITNESS WHEREOF, the Company has caused this Option to be signed on
its behalf, in its corporate name, by its duly authorized officer, all as of the
day and year first above written.
JAKKS PACIFIC, INC.
By:
---------------------------------
Jack Friedman
President
4
<PAGE> 5
OPTION EXERCISE FORM
(To be executed by the Optionee to exercise the rights
to purchase Common Stock evidenced by the within Option)
JAKKS PACIFIC, INC.
24955 Pacific Coast Highway
#B202
Malibu, California 90265
The undersigned hereby exercises the right to purchase ________ shares
of the Stock (as such term is defined in this Option) pursuant to and in
accordance with the terms and conditions of this Option, and herewith makes
payment of $______ therefor, and requests that a certificate for such shares be
issued in the name of the undersigned and be delivered to the undersigned at the
address stated below, and, if such number of shares shall not be all of the
shares purchasable hereunder, that a new Option of like tenor for the balance of
the remaining shares purchasable hereunder be delivered to the undersigned at
the address stated below:
Dated: Signed:_____________________________
Address:
<PAGE> 1
EXHIBIT 4.4
THIS OPTION HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR
OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THAT ACT
OR AN OPINION OF COUNSEL TO THE COMPANY IS OBTAINED STATING THAT SUCH
DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
----------
JAKKS PACIFIC, INC.
(Incorporated under the laws of the State of Delaware)
Void after 5:00 p.m., P.S.T., on SEPTEMBER 1, 2001
Option to Purchase
45,000 Shares of
Common Stock
RESTATED OPTION FOR THE PURCHASE OF SHARES OF COMMON STOCK
September 1, 1995
JAKKS PACIFIC, INC., a Delaware corporation (the "Company"), hereby
certifies that MURRAY BASS (the "Optionee") is entitled, subject to the
provisions of this option (this "Option"), to purchase, from the Company, during
the period commencing on September 1, 1995 and expiring at 5:00 p.m. Pacific
Standard Time on September 1, 2001, up to FORTY-FIVE THOUSAND (45,000) shares of
Common Stock, par value $.001 per share, of the Company (the "Stock") at a price
of $2.00 per share (the "Exercise Price"), to be exercisable as hereinafter
provided.
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Option, the Company shall
execute and deliver a new Option of like tenor and date.
<PAGE> 2
The Optionee agrees with the Company that this Option is issued, and all
the rights hereunder shall be held, subject to all of the conditions,
limitations and provisions set forth herein.
1. Exercise of Option. This Option shall be exercisable by the Optionee
to the extent of the following number of shares of Stock commencing on the
following dates:
<TABLE>
<CAPTION>
Date After Which Shares
Number of Shares Can Be Purchased
---------------- ----------------
<S> <C>
11,250 Shares September 1, 1996
an additional
11,250 Shares September 1, 1997
an additional
11,250 Shares September 1, 1998
an additional
11,250 Shares September 1, 1999
</TABLE>
2. Expiration of Option. This Option shall not be exercisable after 5:00
p.m. P.D.T. on September 1, 2001.
3. Non-Assignability of Option. This Option shall not be given, granted,
sold, exchanged, transferred, pledged, assigned or otherwise incumbered or
disposed of by the Optionee, otherwise than by Will or the laws of descent and
distribution, and, during the lifetime of the Optionee, shall not be exercisable
by any other person, but only by the Optionee.
4. Method of Exercise of Option. The Optionee shall notify the Company
by written notice sent by registered or certified mail, return receipt
requested, addressed to its principal office, or by hand delivery to such
office, properly receipted, as to the number of shares of Stock which the
Optionee desires to purchase under this Option, which written notice shall be
accompanied by the Optionee's check payable to the order of the Company for the
full option price of such shares of Stock. As soon as practicable after the
receipt of such written notice the Company shall, at its principal office,
tender to the Optionee a certificate or certificates issued in the Optionee's
name evidencing the shares of Stock purchased by the Optionee hereunder.
5. Death or Termination of Employment or Services. If the employment or
services of the Optionee by the Company or a subsidiary corporation of the
Company shall be terminated voluntarily by the Optionee or for cause by the
Company, this Option shall expire forthwith, but if such employment or services
shall be terminated for any other reason (except death or
2
<PAGE> 3
disability), then this Option may not be exercised at any time later than three
(3) months after such termination of the Optionee's employment and then only to
purchase those number of shares of Stock subject to this Option, that the
Optionee was entitled to purchase, upon exercise of this Option, prior to such
termination of the Optionee's employment. If the Optionee dies (i) while
employed by or in the service of the Company or a subsidiary corporation of the
Company, or (ii) within three (3) months after termination of the Optionee's
employment or services (except if such termination of employment caused this
Option to expire forthwith, as in this Section 5 provided), then this Option may
be exercised by the estate of the Optionee, or by a person who acquired the
right to exercise this Option by bequest or inheritance or by reason of the
death of the Optionee, at any time within one (1) year after such death. If the
Optionee's employment or services with the Company or such subsidiary are
terminated because of permanent and total disability while employed by or in the
service of the Company or such subsidiary, this Option may be exercised at any
time within one (1) year after termination of the Optionee's employment or
service due to the disability. Provided, however, that nothing in this Section 5
provided shall extend the term of this Option beyond September 1, 2001, nor give
any person the right to purchase shares of Stock subject to this Option which
could not be purchased by the Optionee prior to the termination of the
Optionee's employment with the Company or such subsidiary.
6. Investment Representation. The Optionee represents that at the time
of any exercise of this Option, where the shares of Stock are not registered
under the Securities Act of 1933, as amended, such Stock will be acquired for
investment and not for resale or with a view to the distribution thereof. Upon
exercise of this Option and the issuance of any of the shares thereunder, all
certificates representing shares shall bear on the face thereof substantially
the following legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY
NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE
STATE SECURITIES LAW OR AN EXEMPTION FROM REGISTRATION AND AN
OPINION OF COUNSEL TO JAKKS PACIFIC, INC. THAT SUCH REGISTRATION
IS NOT REQUIRED."
7. Anti-Dilution.
7.1 Adjustments. In the event that the Company shall have
effected one or more stock splits, reverse splits, or readjustments, stock
dividends, or other increases or reductions of the number of outstanding shares
of Common Stock of the Company, or issued as dividends on the outstanding shares
of Common Stock of the Company other securities convertible into shares
3
<PAGE> 4
of Common Stock of the Company, without receiving compensation therefor in
money, services or property (any such event being hereinafter referred to as a
"Dilutive Event"), the Optionee shall be entitled to receive for the aggregate
payments to be made by him for the Stock, the number of shares of Common Stock
or other securities the Optionee would have been entitled to receive as a result
of any such Dilutive Event if Optionee had immediately prior to such Dilutive
Event exercised this Option and paid for and received the Stock. If fractional
shares would result from any such adjustment, the adjustment shall be revised to
the next lower whole number of shares.
7.2 Merger, Consolidation or Recapitalization. In the event of
the recapitalization, merger or consolidation of the Company with or into
another corporation the Optionee shall be entitled to receive upon payment of
the Exercise Price, such securities of such other corporation with or into which
the Company shall have been merged or consolidated as the Optionee would have
received if Optionee had immediately prior to such recapitalization, merger or
consolidation exercised this Option and paid for and received the Stock.
8. No Rights as Stockholder. The Optionee shall have no rights as a
Stockholder in respect to the shares of Stock as to which this Option shall not
have been exercised and payment made as herein provided.
9. Binding Effect. Except as herein otherwise expressly provided, this
Agreement shall be binding upon and inure to the benefit of the parties hereto,
their legal representatives, successors and assigns.
10. Qualification or Exemption of Option. The sale of the Option (and
underlying shares of Stock) which is the subject of this agreement has not been
qualified with the Commissioner of Corporations of the State of California and
the issuance of the Option and the underlying shares of Stock or the payment or
receipt of any part of the consideration therefore prior to the qualification is
unlawful, unless the sale of such securities is exempt from qualification by
Section 25100, 25102 or 25105 of the California Corporations code. The rights of
all parties to this agreement are expressly conditioned upon the qualification
being obtained, unless the sale is so exempt.
11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
12. Notices. Any notice hereunder shall be delivered by hand or by
registered or certified mail, return receipt requested to a party at its address
set forth above with a copy to Feder, Kaszovitz, Isaacson, Weber, Skala & Bass
LLP, 750 Lexington Avenue, New York, New York 10022-1200, subject to the right
of either party to designate at any time hereafter, in writing, some other
address.
IN WITNESS WHEREOF, the Company has caused this Option to be signed on
its
4
<PAGE> 5
behalf, in its corporate name, by its duly authorized officer, all as of the day
and year first above written.
JAKKS PACIFIC, INC.
By:
-----------------------------------
Jack Friedman
President
5
<PAGE> 6
OPTION EXERCISE FORM
(To be executed by the Optionee to exercise the rights
to purchase Common Stock evidenced by the within Option)
JAKKS PACIFIC, INC.
24955 Pacific Coast Highway
#B202
Malibu, California 90265
The undersigned hereby exercises the right to purchase ________ shares
of the Stock (as such term is defined in this Option) pursuant to and in
accordance with the terms and conditions of this Option, and herewith makes
payment of $______ therefor, and requests that a certificate for such shares be
issued in the name of the undersigned and be delivered to the undersigned at the
address stated below, and, if such number of shares shall not be all of the
shares purchasable hereunder, that a new Option of like tenor for the balance of
the remaining shares purchasable hereunder be delivered to the undersigned at
the address stated below:
Dated: Signed:_____________________________
Address:
<PAGE> 1
THIS OPTION HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR
OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THAT ACT
OR AN OPINION OF COUNSEL TO THE COMPANY IS OBTAINED STATING THAT SUCH
DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
----------
JAKKS PACIFIC, INC.
(Incorporated under the laws of the State of Delaware)
Void after 5:00 p.m., P.S.T., on SEPTEMBER 1, 2001
Option to Purchase
66,500 Shares of
Common Stock
RESTATED OPTION FOR THE PURCHASE OF SHARES OF COMMON STOCK
September 1, 1995
JAKKS PACIFIC, INC., a Delaware corporation (the "Company"), hereby
certifies that JOEL BENNETT (the "Optionee") is entitled, subject to the
provisions of this option (this "Option"), to purchase, from the Company, during
the period commencing on September 1, 1995 and expiring at 5:00 p.m. Pacific
Standard Time on September 1, 2001, up to SIXTY-SIX THOUSAND FIVE HUNDRED
(66,500) shares of Common Stock, par value $.001 per share, of the Company (the
"Stock") at a price of $2.00 per share (the "Exercise Price"), to be exercisable
as hereinafter provided.
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Option, the Company shall
execute and deliver a new Option of like tenor and date.
<PAGE> 2
The Optionee agrees with the Company that this Option is issued, and all
the rights hereunder shall be held, subject to all of the conditions,
limitations and provisions set forth herein.
1. Exercise of Option. This Option shall be exercisable by the Optionee
to the extent of the following number of shares of Stock commencing on the
following dates:
<TABLE>
<CAPTION>
Date After Which Shares
Number of Shares Can Be Purchased
---------------- ----------------
<S> <C>
16,625 Shares September 1, 1996
an additional
16,625 Shares September 1, 1997
an additional
16,625 Shares September 1, 1998
an additional
16,625 Shares September 1, 1999
</TABLE>
2. Expiration of Option. This Option shall not be exercisable after 5:00
p.m. P.D.T. on September 1, 2001.
3. Non-Assignability of Option. This Option shall not be given, granted,
sold, exchanged, transferred, pledged, assigned or otherwise incumbered or
disposed of by the Optionee, otherwise than by Will or the laws of descent and
distribution, and, during the lifetime of the Optionee, shall not be exercisable
by any other person, but only by the Optionee.
4. Method of Exercise of Option. The Optionee shall notify the Company
by written notice sent by registered or certified mail, return receipt
requested, addressed to its principal office, or by hand delivery to such
office, properly receipted, as to the number of shares of Stock which the
Optionee desires to purchase under this Option, which written notice shall be
accompanied by the Optionee's check payable to the order of the Company for the
full option price of such shares of Stock. As soon as practicable after the
receipt of such written notice the Company shall, at its principal office,
tender to the Optionee a certificate or certificates issued in the Optionee's
name evidencing the shares of Stock purchased by the Optionee hereunder.
5. Death or Termination of Employment or Services. If the employment or
services of the Optionee by the Company or a subsidiary corporation of the
Company shall be terminated voluntarily by the Optionee or for cause by the
Company, this Option shall expire forthwith, but if such employment or services
shall be terminated for any other reason (except death or
2
<PAGE> 3
disability), then this Option may not be exercised at any time later than three
(3) months after such termination of the Optionee's employment and then only to
purchase those number of shares of Stock subject to this Option, that the
Optionee was entitled to purchase, upon exercise of this Option, prior to such
termination of the Optionee's employment. If the Optionee dies (i) while
employed by or in the service of the Company or a subsidiary corporation of the
Company, or (ii) within three (3) months after termination of the Optionee's
employment or services (except if such termination of employment caused this
Option to expire forthwith, as in this Section 5 provided), then this Option may
be exercised by the estate of the Optionee, or by a person who acquired the
right to exercise this Option by bequest or inheritance or by reason of the
death of the Optionee, at any time within one (1) year after such death. If the
Optionee's employment or services with the Company or such subsidiary are
terminated because of permanent and total disability while employed by or in the
service of the Company or such subsidiary, this Option may be exercised at any
time within one (1) year after termination of the Optionee's employment or
service due to the disability. Provided, however, that nothing in this Section 5
provided shall extend the term of this Option beyond September 1, 2001, nor give
any person the right to purchase shares of Stock subject to this Option which
could not be purchased by the Optionee prior to the termination of the
Optionee's employment with the Company or such subsidiary.
6. Investment Representation. The Optionee represents that at the time
of any exercise of this Option, where the shares of Stock are not registered
under the Securities Act of 1933, as amended, such Stock will be acquired for
investment and not for resale or with a view to the distribution thereof. Upon
exercise of this Option and the issuance of any of the shares thereunder, all
certificates representing shares shall bear on the face thereof substantially
the following legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY
NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE
STATE SECURITIES LAW OR AN EXEMPTION FROM REGISTRATION AND AN
OPINION OF COUNSEL TO JAKKS PACIFIC, INC. THAT SUCH REGISTRATION
IS NOT REQUIRED."
7. Anti-Dilution.
7.1 Adjustments. In the event that the Company shall have
effected one or more stock splits, reverse splits, or readjustments, stock
dividends, or other increases or reductions of the number of outstanding shares
of Common Stock of the Company, or issued as dividends on the outstanding shares
of Common Stock of the Company other securities convertible into shares
3
<PAGE> 4
of Common Stock of the Company, without receiving compensation therefor in
money, services or property (any such event being hereinafter referred to as a
"Dilutive Event"), the Optionee shall be entitled to receive for the aggregate
payments to be made by him for the Stock, the number of shares of Common Stock
or other securities the Optionee would have been entitled to receive as a result
of any such Dilutive Event if Optionee had immediately prior to such Dilutive
Event exercised this Option and paid for and received the Stock. If fractional
shares would result from any such adjustment, the adjustment shall be revised to
the next lower whole number of shares.
7.2 Merger, Consolidation or Recapitalization. In the event of
the recapitalization, merger or consolidation of the Company with or into
another corporation the Optionee shall be entitled to receive upon payment of
the Exercise Price, such securities of such other corporation with or into which
the Company shall have been merged or consolidated as the Optionee would have
received if Optionee had immediately prior to such recapitalization, merger or
consolidation exercised this Option and paid for and received the Stock.
8. No Rights as Stockholder. The Optionee shall have no rights as a
Stockholder in respect to the shares of Stock as to which this Option shall not
have been exercised and payment made as herein provided.
9. Binding Effect. Except as herein otherwise expressly provided, this
Agreement shall be binding upon and inure to the benefit of the parties hereto,
their legal representatives, successors and assigns.
10. Qualification or Exemption of Option. The sale of the Option (and
underlying shares of Stock) which is the subject of this agreement has not been
qualified with the Commissioner of Corporations of the State of California and
the issuance of the Option and the underlying shares of Stock or the payment or
receipt of any part of the consideration therefore prior to the qualification is
unlawful, unless the sale of such securities is exempt from qualification by
Section 25100, 25102 or 25105 of the California Corporations code. The rights of
all parties to this agreement are expressly conditioned upon the qualification
being obtained, unless the sale is so exempt.
11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
12. Notices. Any notice hereunder shall be delivered by hand or by
registered or certified mail, return receipt requested to a party at its address
set forth above with a copy to Feder, Kaszovitz, Isaacson, Weber, Skala & Bass
LLP, 750 Lexington Avenue, New York, New York 10022-1200, subject to the right
of either party to designate at any time hereafter, in writing, some other
address.
IN WITNESS WHEREOF, the Company has caused this Option to be signed on
its
4
<PAGE> 5
behalf, in its corporate name, by its duly authorized officer, all as of the day
and year first above written.
JAKKS PACIFIC, INC.
By:
---------------------------------
Jack Friedman
President
<PAGE> 6
OPTION EXERCISE FORM
(To be executed by the Optionee to exercise the rights
to purchase Common Stock evidenced by the within Option)
JAKKS PACIFIC, INC.
24955 Pacific Coast Highway
#B202
Malibu, California 90265
The undersigned hereby exercises the right to purchase ________ shares
of the Stock (as such term is defined in this Option) pursuant to and in
accordance with the terms and conditions of this Option, and herewith makes
payment of $______ therefor, and requests that a certificate for such shares be
issued in the name of the undersigned and be delivered to the undersigned at the
address stated below, and, if such number of shares shall not be all of the
shares purchasable hereunder, that a new Option of like tenor for the balance of
the remaining shares purchasable hereunder be delivered to the undersigned at
the address stated below:
Dated: Signed:_____________________________
Address:
<PAGE> 1
EXHIBIT 4.6
THIS OPTION HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR
OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THAT ACT
OR AN OPINION OF COUNSEL TO THE COMPANY IS OBTAINED STATING THAT SUCH
DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
----------
JAKKS PACIFIC, INC.
(Incorporated under the laws of the State of Delaware)
Void after 5:00 p.m., P.S.T., on SEPTEMBER 1, 2001
Option to Purchase
15,000 Shares of
Common Stock
RESTATED OPTION FOR THE PURCHASE OF SHARES OF COMMON STOCK
September 1, 1995
JAKKS PACIFIC, INC., a Delaware corporation (the "Company"), hereby
certifies that GINA HANCOCK (the "Optionee") is entitled, subject to the
provisions of this option (this "Option"), to purchase, from the Company, during
the period commencing on September 1, 1995 and expiring at 5:00 p.m. Pacific
Standard Time on September 1, 2001, up to FIFTEEN THOUSAND (15,000) shares of
Common Stock, par value $.001 per share, of the Company (the "Stock") at a price
of $2.00 per share (the "Exercise Price"), to be exercisable as hereinafter
provided.
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Option, the Company shall
execute and deliver a new Option of like tenor and date.
<PAGE> 2
The Optionee agrees with the Company that this Option is issued, and all
the rights hereunder shall be held, subject to all of the conditions,
limitations and provisions set forth herein.
1. Exercise of Option. This Option shall be exercisable by the Optionee
to the extent of the following number of shares of Stock commencing on the
following dates:
<TABLE>
<CAPTION>
Date After Which Shares
Number of Shares Can Be Purchased
---------------- ----------------
<S> <C>
3,750 Shares September 1, 1996
an additional
3,750 Shares September 1, 1997
an additional
3,750 Shares September 1, 1998
an additional
3,750 Shares September 1, 1999
</TABLE>
2. Expiration of Option. This Option shall not be exercisable after 5:00
p.m. P.D.T. on September 1, 2001.
3. Non-Assignability of Option. This Option shall not be given, granted,
sold, exchanged, transferred, pledged, assigned or otherwise incumbered or
disposed of by the Optionee, otherwise than by Will or the laws of descent and
distribution, and, during the lifetime of the Optionee, shall not be exercisable
by any other person, but only by the Optionee.
4. Method of Exercise of Option. The Optionee shall notify the Company
by written notice sent by registered or certified mail, return receipt
requested, addressed to its principal office, or by hand delivery to such
office, properly receipted, as to the number of shares of Stock which the
Optionee desires to purchase under this Option, which written notice shall be
accompanied by the Optionee's check payable to the order of the Company for the
full option price of such shares of Stock. As soon as practicable after the
receipt of such written notice the Company shall, at its principal office,
tender to the Optionee a certificate or certificates issued in the Optionee's
name evidencing the shares of Stock purchased by the Optionee hereunder.
5. Death or Termination of Employment or Services. If the employment or
services of the Optionee by the Company or a subsidiary corporation of the
Company shall be terminated voluntarily by the Optionee or for cause by the
Company, this Option shall expire forthwith, but if such employment or services
shall be terminated for any other reason (except death or
2
<PAGE> 3
disability), then this Option may not be exercised at any time later than three
(3) months after such termination of the Optionee's employment and then only to
purchase those number of shares of Stock subject to this Option, that the
Optionee was entitled to purchase, upon exercise of this Option, prior to such
termination of the Optionee's employment. If the Optionee dies (i) while
employed by or in the service of the Company or a subsidiary corporation of the
Company, or (ii) within three (3) months after termination of the Optionee's
employment or services (except if such termination of employment caused this
Option to expire forthwith, as in this Section 5 provided), then this Option may
be exercised by the estate of the Optionee, or by a person who acquired the
right to exercise this Option by bequest or inheritance or by reason of the
death of the Optionee, at any time within one (1) year after such death. If the
Optionee's employment or services with the Company or such subsidiary are
terminated because of permanent and total disability while employed by or in the
service of the Company or such subsidiary, this Option may be exercised at any
time within one (1) year after termination of the Optionee's employment or
service due to the disability. Provided, however, that nothing in this Section 5
provided shall extend the term of this Option beyond September 1, 2001, nor give
any person the right to purchase shares of Stock subject to this Option which
could not be purchased by the Optionee prior to the termination of the
Optionee's employment with the Company or such subsidiary.
6. Investment Representation. The Optionee represents that at the time
of any exercise of this Option, where the shares of Stock are not registered
under the Securities Act of 1933, as amended, such Stock will be acquired for
investment and not for resale or with a view to the distribution thereof. Upon
exercise of this Option and the issuance of any of the shares thereunder, all
certificates representing shares shall bear on the face thereof substantially
the following legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY
NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE
STATE SECURITIES LAW OR AN EXEMPTION FROM REGISTRATION AND AN
OPINION OF COUNSEL TO JAKKS PACIFIC, INC. THAT SUCH REGISTRATION
IS NOT REQUIRED."
7. Anti-Dilution.
7.1 Adjustments. In the event that the Company shall have
effected one or more stock splits, reverse splits, or readjustments, stock
dividends, or other increases or reductions of the number of outstanding shares
of Common Stock of the Company, or issued as dividends on the outstanding shares
of Common Stock of the Company other securities convertible into shares
3
<PAGE> 4
of Common Stock of the Company, without receiving compensation therefor in
money, services or property (any such event being hereinafter referred to as a
"Dilutive Event"), the Optionee shall be entitled to receive for the aggregate
payments to be made by him for the Stock, the number of shares of Common Stock
or other securities the Optionee would have been entitled to receive as a result
of any such Dilutive Event if Optionee had immediately prior to such Dilutive
Event exercised this Option and paid for and received the Stock. If fractional
shares would result from any such adjustment, the adjustment shall be revised to
the next lower whole number of shares.
7.2 Merger, Consolidation or Recapitalization. In the event of
the recapitalization, merger or consolidation of the Company with or into
another corporation the Optionee shall be entitled to receive upon payment of
the Exercise Price, such securities of such other corporation with or into which
the Company shall have been merged or consolidated as the Optionee would have
received if Optionee had immediately prior to such recapitalization, merger or
consolidation exercised this Option and paid for and received the Stock.
8. No Rights as Stockholder. The Optionee shall have no rights as a
Stockholder in respect to the shares of Stock as to which this Option shall not
have been exercised and payment made as herein provided.
9. Binding Effect. Except as herein otherwise expressly provided, this
Agreement shall be binding upon and inure to the benefit of the parties hereto,
their legal representatives, successors and assigns.
10. Qualification or Exemption of Option. The sale of the Option (and
underlying shares of Stock) which is the subject of this agreement has not been
qualified with the Commissioner of Corporations of the State of California and
the issuance of the Option and the underlying shares of Stock or the payment or
receipt of any part of the consideration therefore prior to the qualification is
unlawful, unless the sale of such securities is exempt from qualification by
Section 25100, 25102 or 25105 of the California Corporations code. The rights of
all parties to this agreement are expressly conditioned upon the qualification
being obtained, unless the sale is so exempt.
11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
12. Notices. Any notice hereunder shall be delivered by hand or by
registered or certified mail, return receipt requested to a party at its address
set forth above with a copy to Feder, Kaszovitz, Isaacson, Weber, Skala & Bass
LLP, 750 Lexington Avenue, New York, New York 10022-1200, subject to the right
of either party to designate at any time hereafter, in writing, some other
address.
IN WITNESS WHEREOF, the Company has caused this Option to be signed on
its
4
<PAGE> 5
behalf, in its corporate name, by its duly authorized officer, all as of the day
and year first above written.
JAKKS PACIFIC, INC.
By:
---------------------------------
Jack Friedman
President
<PAGE> 6
OPTION EXERCISE FORM
(To be executed by the Optionee to exercise the rights
to purchase Common Stock evidenced by the within Option)
JAKKS PACIFIC, INC.
24955 Pacific Coast Highway
#B202
Malibu, California 90265
The undersigned hereby exercises the right to purchase ________ shares
of the Stock (as such term is defined in this Option) pursuant to and in
accordance with the terms and conditions of this Option, and herewith makes
payment of $________ therefor, and requests that a certificate for such shares
be issued in the name of the undersigned and be delivered to the undersigned at
the address stated below, and, if such number of shares shall not be all of the
shares purchasable hereunder, that a new Option of like tenor for the balance of
the remaining shares purchasable hereunder be delivered to the undersigned at
the address stated below:
Dated: Signed:_____________________________
Address:
<PAGE> 1
EXHIBIT 4.7
THIS OPTION HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR
OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THAT ACT
OR AN OPINION OF COUNSEL TO THE COMPANY IS OBTAINED STATING THAT SUCH
DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
----------
JAKKS PACIFIC, INC.
(Incorporated under the laws of the State of Delaware)
Void after 5:00 p.m., P.S.T., on SEPTEMBER 1, 2001
Option to Purchase
15,000 Shares of
Common Stock
RESTATED OPTION FOR THE PURCHASE OF SHARES OF COMMON STOCK
September 1, 1995
JAKKS PACIFIC, INC., a Delaware corporation (the "Company"), hereby
certifies that WILLS HON (the "Optionee") is entitled, subject to the provisions
of this option (this "Option"), to purchase, from the Company, during the period
commencing on September 1, 1995 and expiring at 5:00 p.m. Pacific Standard Time
on September 1, 2001, up to FIFTEEN THOUSAND (15,000) shares of Common Stock,
par value $.001 per share, of the Company (the "Stock") at a price of $2.00 per
share (the "Exercise Price"), to be exercisable as hereinafter provided.
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Option, the Company shall
execute and deliver a new Option of like tenor and date.
<PAGE> 2
The Optionee agrees with the Company that this Option is issued, and all
the rights hereunder shall be held, subject to all of the conditions,
limitations and provisions set forth herein.
1. Exercise of Option. This Option shall be exercisable by the Optionee
to the extent of the following number of shares of Stock commencing on the
following dates:
<TABLE>
<CAPTION>
Date After Which Shares
Number of Shares Can Be Purchased
---------------- ----------------
<S> <C>
3,750 Shares September 1, 1996
an additional
3,750 Shares September 1, 1997
an additional
3,750 Shares September 1, 1998
an additional
3,750 Shares September 1, 1999
</TABLE>
2. Expiration of Option. This Option shall not be exercisable after 5:00
p.m. P.D.T. on September 1, 2001.
3. Non-Assignability of Option. This Option shall not be given, granted,
sold, exchanged, transferred, pledged, assigned or otherwise incumbered or
disposed of by the Optionee, otherwise than by Will or the laws of descent and
distribution, and, during the lifetime of the Optionee, shall not be exercisable
by any other person, but only by the Optionee.
4. Method of Exercise of Option. The Optionee shall notify the Company
by written notice sent by registered or certified mail, return receipt
requested, addressed to its principal office, or by hand delivery to such
office, properly receipted, as to the number of shares of Stock which the
Optionee desires to purchase under this Option, which written notice shall be
accompanied by the Optionee's check payable to the order of the Company for the
full option price of such shares of Stock. As soon as practicable after the
receipt of such written notice the Company shall, at its principal office,
tender to the Optionee a certificate or certificates issued in the Optionee's
name evidencing the shares of Stock purchased by the Optionee hereunder.
5. Death or Termination of Employment or Services. If the employment or
services of the Optionee by the Company or a subsidiary corporation of the
Company shall be terminated voluntarily by the Optionee or for cause by the
Company, this Option shall expire forthwith, but if such employment or services
shall be terminated for any other reason (except death or
2
<PAGE> 3
disability), then this Option may not be exercised at any time later than three
(3) months after such termination of the Optionee's employment and then only to
purchase those number of shares of Stock subject to this Option, that the
Optionee was entitled to purchase, upon exercise of this Option, prior to such
termination of the Optionee's employment. If the Optionee dies (i) while
employed by or in the service of the Company or a subsidiary corporation of the
Company, or (ii) within three (3) months after termination of the Optionee's
employment or services (except if such termination of employment caused this
Option to expire forthwith, as in this Section 5 provided), then this Option may
be exercised by the estate of the Optionee, or by a person who acquired the
right to exercise this Option by bequest or inheritance or by reason of the
death of the Optionee, at any time within one (1) year after such death. If the
Optionee's employment or services with the Company or such subsidiary are
terminated because of permanent and total disability while employed by or in the
service of the Company or such subsidiary, this Option may be exercised at any
time within one (1) year after termination of the Optionee's employment or
service due to the disability. Provided, however, that nothing in this Section 5
provided shall extend the term of this Option beyond September 1, 2001, nor give
any person the right to purchase shares of Stock subject to this Option which
could not be purchased by the Optionee prior to the termination of the
Optionee's employment with the Company or such subsidiary.
6. Investment Representation. The Optionee represents that at the time
of any exercise of this Option, where the shares of Stock are not registered
under the Securities Act of 1933, as amended, such Stock will be acquired for
investment and not for resale or with a view to the distribution thereof. Upon
exercise of this Option and the issuance of any of the shares thereunder, all
certificates representing shares shall bear on the face thereof substantially
the following legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY
NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE
STATE SECURITIES LAW OR AN EXEMPTION FROM REGISTRATION AND AN
OPINION OF COUNSEL TO JAKKS PACIFIC, INC. THAT SUCH REGISTRATION
IS NOT REQUIRED."
7. Anti-Dilution.
7.1 Adjustments. In the event that the Company shall have
effected one or more stock splits, reverse splits, or readjustments, stock
dividends, or other increases or reductions of the number of outstanding shares
of Common Stock of the Company, or issued as dividends on the outstanding shares
of Common Stock of the Company other securities convertible into shares
3
<PAGE> 4
of Common Stock of the Company, without receiving compensation therefor in
money, services or property (any such event being hereinafter referred to as a
"Dilutive Event"), the Optionee shall be entitled to receive for the aggregate
payments to be made by him for the Stock, the number of shares of Common Stock
or other securities the Optionee would have been entitled to receive as a result
of any such Dilutive Event if Optionee had immediately prior to such Dilutive
Event exercised this Option and paid for and received the Stock. If fractional
shares would result from any such adjustment, the adjustment shall be revised to
the next lower whole number of shares.
7.2 Merger, Consolidation or Recapitalization. In the event of
the recapitalization, merger or consolidation of the Company with or into
another corporation the Optionee shall be entitled to receive upon payment of
the Exercise Price, such securities of such other corporation with or into which
the Company shall have been merged or consolidated as the Optionee would have
received if Optionee had immediately prior to such recapitalization, merger or
consolidation exercised this Option and paid for and received the Stock.
8. No Rights as Stockholder. The Optionee shall have no rights as a
Stockholder in respect to the shares of Stock as to which this Option shall not
have been exercised and payment made as herein provided.
9. Binding Effect. Except as herein otherwise expressly provided, this
Agreement shall be binding upon and inure to the benefit of the parties hereto,
their legal representatives, successors and assigns.
10. Qualification or Exemption of Option. The sale of the Option (and
underlying shares of Stock) which is the subject of this agreement has not been
qualified with the Commissioner of Corporations of the State of California and
the issuance of the Option and the underlying shares of Stock or the payment or
receipt of any part of the consideration therefore prior to the qualification is
unlawful, unless the sale of such securities is exempt from qualification by
Section 25100, 25102 or 25105 of the California Corporations code. The rights of
all parties to this agreement are expressly conditioned upon the qualification
being obtained, unless the sale is so exempt.
11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
12. Notices. Any notice hereunder shall be delivered by hand or by
registered or certified mail, return receipt requested to a party at its address
set forth above with a copy to Feder, Kaszovitz, Isaacson, Weber, Skala & Bass
LLP, 750 Lexington Avenue, New York, New York 10022-1200, subject to the right
of either party to designate at any time hereafter, in writing, some other
address.
IN WITNESS WHEREOF, the Company has caused this Option to be signed on
its
4
<PAGE> 5
behalf, in its corporate name, by its duly authorized officer, all as of the day
and year first above written.
JAKKS PACIFIC, INC.
By:
---------------------------------
Jack Friedman
President
5
<PAGE> 6
OPTION EXERCISE FORM
(To be executed by the Optionee to exercise the rights
to purchase Common Stock evidenced by the within Option)
JAKKS PACIFIC, INC.
24955 Pacific Coast Highway
#B202
Malibu, California 90265
The undersigned hereby exercises the right to purchase ________ shares
of the Stock (as such term is defined in this Option) pursuant to and in
accordance with the terms and conditions of this Option, and herewith makes
payment of $______ therefor, and requests that a certificate for such shares be
issued in the name of the undersigned and be delivered to the undersigned at the
address stated below, and, if such number of shares shall not be all of the
shares purchasable hereunder, that a new Option of like tenor for the balance of
the remaining shares purchasable hereunder be delivered to the undersigned at
the address stated below:
Dated: Signed:_____________________________
Address:
<PAGE> 1
EXHIBIT 4.8
THIS OPTION HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR
OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THAT ACT
OR AN OPINION OF COUNSEL TO THE COMPANY IS OBTAINED STATING THAT SUCH
DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
----------
JAKKS PACIFIC, INC.
(Incorporated under the laws of the State of Delaware)
Void after 5:00 p.m., P.S.T., on SEPTEMBER 1, 2001
Option to Purchase
135,000 Shares of
Common Stock
RESTATED OPTION FOR THE PURCHASE OF SHARES OF COMMON STOCK
September 1, 1995
JAKKS PACIFIC, INC., a Delaware corporation (the "Company"), hereby
certifies that BRUCE KATZ (the "Optionee") is entitled, subject to the
provisions of this option (this "Option"), to purchase, from the Company, during
the period commencing on September 1, 1995 and expiring at 5:00 p.m. Pacific
Standard Time on September 1, 2001, up to ONE HUNDRED THIRTY-FIVE THOUSAND
(135,000) shares of Common Stock, par value $.001 per share, of the Company (the
"Stock") at a price of $2.00 per share (the "Exercise Price"), to be exercisable
as hereinafter provided.
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Option, the Company shall
execute and deliver a new Option of like tenor and date.
<PAGE> 2
The Optionee agrees with the Company that this Option is issued, and all
the rights hereunder shall be held, subject to all of the conditions,
limitations and provisions set forth herein.
1. Exercise of Option. This Option shall be exercisable by the Optionee
to the extent of the following number of shares of Stock commencing on the
following dates:
<TABLE>
<CAPTION>
Date After Which Shares
Number of Shares Can Be Purchased
---------------- ----------------
<S> <C>
33,750 Shares September 1, 1996
an additional
33,750 Shares September 1, 1997
an additional
33,750 Shares September 1, 1998
an additional
33,750 Shares September 1, 1999
</TABLE>
2. Expiration of Option. This Option shall not be exercisable after 5:00
p.m. P.D.T. on September 1, 2001.
3. Non-Assignability of Option. This Option shall not be given, granted,
sold, exchanged, transferred, pledged, assigned or otherwise incumbered or
disposed of by the Optionee, otherwise than by Will or the laws of descent and
distribution, and, during the lifetime of the Optionee, shall not be exercisable
by any other person, but only by the Optionee.
4. Method of Exercise of Option. The Optionee shall notify the Company
by written notice sent by registered or certified mail, return receipt
requested, addressed to its principal office, or by hand delivery to such
office, properly receipted, as to the number of shares of Stock which the
Optionee desires to purchase under this Option, which written notice shall be
accompanied by the Optionee's check payable to the order of the Company for the
full option price of such shares of Stock. As soon as practicable after the
receipt of such written notice the Company shall, at its principal office,
tender to the Optionee a certificate or certificates issued in the Optionee's
name evidencing the shares of Stock purchased by the Optionee hereunder.
5. Death or Termination of Employment or Services. If the employment or
services of the Optionee by the Company or a subsidiary corporation of the
Company shall be terminated voluntarily by the Optionee or for cause by the
Company, this Option shall expire forthwith, but if such employment or services
shall be terminated for any other reason (except death or
2
<PAGE> 3
disability), then this Option may not be exercised at any time later than three
(3) months after such termination of the Optionee's employment and then only to
purchase those number of shares of Stock subject to this Option, that the
Optionee was entitled to purchase, upon exercise of this Option, prior to such
termination of the Optionee's employment. If the Optionee dies (i) while
employed by or in the service of the Company or a subsidiary corporation of the
Company, or (ii) within three (3) months after termination of the Optionee's
employment or services (except if such termination of employment caused this
Option to expire forthwith, as in this Section 5 provided), then this Option may
be exercised by the estate of the Optionee, or by a person who acquired the
right to exercise this Option by bequest or inheritance or by reason of the
death of the Optionee, at any time within one (1) year after such death. If the
Optionee's employment or services with the Company or such subsidiary are
terminated because of permanent and total disability while employed by or in the
service of the Company or such subsidiary, this Option may be exercised at any
time within one (1) year after termination of the Optionee's employment or
service due to the disability. Provided, however, that nothing in this Section 5
provided shall extend the term of this Option beyond September 1, 2001, nor give
any person the right to purchase shares of Stock subject to this Option which
could not be purchased by the Optionee prior to the termination of the
Optionee's employment with the Company or such subsidiary.
6. Investment Representation. The Optionee represents that at the time
of any exercise of this Option, where the shares of Stock are not registered
under the Securities Act of 1933, as amended, such Stock will be acquired for
investment and not for resale or with a view to the distribution thereof. Upon
exercise of this Option and the issuance of any of the shares thereunder, all
certificates representing shares shall bear on the face thereof substantially
the following legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY
NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE
STATE SECURITIES LAW OR AN EXEMPTION FROM REGISTRATION AND AN
OPINION OF COUNSEL TO JAKKS PACIFIC, INC. THAT SUCH REGISTRATION
IS NOT REQUIRED."
7. Anti-Dilution.
7.1 Adjustments. In the event that the Company shall have
effected one or more stock splits, reverse splits, or readjustments, stock
dividends, or other increases or reductions of the number of outstanding shares
of Common Stock of the Company, or issued as dividends on the outstanding shares
of Common Stock of the Company other securities convertible into shares
3
<PAGE> 4
of Common Stock of the Company, without receiving compensation therefor in
money, services or property (any such event being hereinafter referred to as a
"Dilutive Event"), the Optionee shall be entitled to receive for the aggregate
payments to be made by him for the Stock, the number of shares of Common Stock
or other securities the Optionee would have been entitled to receive as a result
of any such Dilutive Event if Optionee had immediately prior to such Dilutive
Event exercised this Option and paid for and received the Stock. If fractional
shares would result from any such adjustment, the adjustment shall be revised to
the next lower whole number of shares.
7.2 Merger, Consolidation or Recapitalization. In the event of
the recapitalization, merger or consolidation of the Company with or into
another corporation the Optionee shall be entitled to receive upon payment of
the Exercise Price, such securities of such other corporation with or into which
the Company shall have been merged or consolidated as the Optionee would have
received if Optionee had immediately prior to such recapitalization, merger or
consolidation exercised this Option and paid for and received the Stock.
8. No Rights as Stockholder. The Optionee shall have no rights as a
Stockholder in respect to the shares of Stock as to which this Option shall not
have been exercised and payment made as herein provided.
9. Binding Effect. Except as herein otherwise expressly provided, this
Agreement shall be binding upon and inure to the benefit of the parties hereto,
their legal representatives, successors and assigns.
10. Qualification or Exemption of Option. The sale of the Option (and
underlying shares of Stock) which is the subject of this agreement has not been
qualified with the Commissioner of Corporations of the State of California and
the issuance of the Option and the underlying shares of Stock or the payment or
receipt of any part of the consideration therefore prior to the qualification is
unlawful, unless the sale of such securities is exempt from qualification by
Section 25100, 25102 or 25105 of the California Corporations code. The rights of
all parties to this agreement are expressly conditioned upon the qualification
being obtained, unless the sale is so exempt.
11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
12. Notices. Any notice hereunder shall be delivered by hand or by
registered or certified mail, return receipt requested to a party at its address
set forth above with a copy to Feder, Kaszovitz, Isaacson, Weber, Skala & Bass
LLP, 750 Lexington Avenue, New York, New York 10022-1200, subject to the right
of either party to designate at any time hereafter, in writing, some other
address.
IN WITNESS WHEREOF, the Company has caused this Option to be signed on
its
4
<PAGE> 5
behalf, in its corporate name, by its duly authorized officer, all as of the day
and year first above written.
JAKKS PACIFIC, INC.
By:
---------------------------------
Jack Friedman
President
5
<PAGE> 6
OPTION EXERCISE FORM
(To be executed by the Optionee to exercise the rights
to purchase Common Stock evidenced by the within Option)
JAKKS PACIFIC, INC.
24955 Pacific Coast Highway
#B202
Malibu, California 90265
The undersigned hereby exercises the right to purchase ________ shares
of the Stock (as such term is defined in this Option) pursuant to and in
accordance with the terms and conditions of this Option, and herewith makes
payment of $______ therefor, and requests that a certificate for such shares be
issued in the name of the undersigned and be delivered to the undersigned at the
address stated below, and, if such number of shares shall not be all of the
shares purchasable hereunder, that a new Option of like tenor for the balance of
the remaining shares purchasable hereunder be delivered to the undersigned at
the address stated below:
Dated: Signed:_____________________________
Address:
<PAGE> 1
EXHIBIT 4.9
Joseph Charles & Associates, Inc.
9701 Wilshire Blvd., Suite 900
Beverly Hills, CA 90212
(310)274-4402
July 31, 1997
Mr. Jack Friedman
JAKKS Pacific, Inc.
24955 Pacific Coast Highway, #B202
Malibu, CA 90265
Re: Engagement Agreement
Dear Mr. Friedman,
This letter (the "Engagement Letter" or "Agreement") will confirm the engagement
of Joseph Charles & Associates, Inc. ("JCA") by JAKKS Pacific, Inc. ("the
Company") to render financial advising and consulting services on a
non-exclusive basis as described below.
In connection with this engagement, the Company will furnish JCA such
information and data (" the Information") relating to the Company as JCA
reasonably requests and will provide JCA with reasonable access to the Company's
offices, directors, employees, counsel and independent accountants. JCA may rely
upon the Information without independently verifying it and does not assume
responsibility for its accuracy or completeness. JCA will not make an
independent appraisal of the assets of the Company but will familiarize itself
with the business operations, financial condition and prospects of the Company,
and will review such corporate documents involving the Company as JCA in its
sole discretion deems necessary.
JCA will also work with JAKKS Pacific, Inc. in developing a long term financial
strategy which may include future public offerings, private placements, or
strategic partnerships. As part of the strategic planning process JCA will
review with management criteria for potential acquisitions and JCA will mount an
active campaign to identify potential targets and act as the Company's financial
consultant in connection with any acquisitions. The Company will be under no
obligation to consummate a transaction with any target; however, in the event it
does acquire a company, JCA will be paid a separate fee to be negotiated
consistent with the prevailing rate and fees in the industry, not to exceed 6%
of the purchase price.
<PAGE> 2
JAKKS Pacific, Inc.
July 31, 1997
Page 2
In consideration of JCA's services, the Company agrees to pay JCA 50,000
warrants exercisable at 6 7/8. The Company also agrees to reimburse JCA for any
reasonable out of pocket expenses incurred by JCA in connection with services
under this engagement; provided all such expenses are approved in advance by the
Company.
1. Liability of JCA. In furnishing the Company with advice and other
services as herein provided, neither JCA nor any officer, director or agent
thereof shall be liable to the Company or its creditors for errors in judgment
or anything except willful malfeasance, bad faith or gross negligence in the
performance of its duties or reckless disregard of its obligations and duties
under the terms of this Agreement.
It is further understood and agreed that JCA may rely upon information furnished
to it reasonably believed to be accurate and reliable and that, except as herein
provided, JCA shall not be accountable for any loss suffered by the Company by
reason of the Company's action or non-action on the basis of any advice,
recommendation or approval of JCA, its partners, employees or agents.
2. Other Activities of JCA. The Company recognizes that JCA now renders
and may continue render consulting, financial and other services to other
companies which may or may not have policies and conduct activities similar to
those of the Company. JCA shall be free to render such advice and other services
and the Company hereby consents thereto. JCA shall not be required to devote its
full time and attention to the performance of its duties under this Agreement,
but shall devote only so much of its time and attention as it deems reasonable
or necessary for such purposes. JCA does not intend to be engaged by a direct
competitor of JAKKS Pacific, Inc. without prior written approval.
3. Control. Nothing contained herein shall be deemed to require the
Company to take any action contrary to its Certificate of Incorporation or
By-Laws, or any applicable statute or regulation, or to deprive its Board of
Directors of their responsibility for any control of the conduct or the affairs
of the Company.
The term of this Agreement shall be for thirty six months commence from the date
of your acceptance of this Engagment Letter as evidenced below (the "Initial
Term"). Notwithstanding anything to the contrary in the prior sentence hereto,
the Company will remain obligated to pay JCA the fees set forth above for
introducing a merger or acquisition candidate.
<PAGE> 3
JAKKS Pacific, Inc.
July 31, 1997
Page 3
All prior agreements between the parties are hereby terminated and superseded by
the terms here in contained. This Agreement cannot be modified or changed. Nor
can any of its provisions be waived, except by written agreement signed by all
parties hereto.
This Agreement shall be governed by and construed to be in accordance wit the
laws of the State of New York applicable to contracts made and to be performed
solely in such State by citizens thereof. The parties hereto shall deliver
notices to each other by personal delivery or by registered mail (return receipt
requested) at the addresses set forth above.
All controversies or claims between the parties hereto or arising out of or
relating to the business combination contemplated by this Agreement, including
but not limited to the making or enforcement of documents relating thereto,
shall be resolved by arbitration in accordance with applicable rules of the
American Arbitration Association. Judgment on the arbitrator's award may be
entered in any court having jurisdiction. If any action or proceeding is brought
to enforce the terms of this Agreement, the prevailing party shall be entitled
to recover all of its reasonable attorney's fees and costs.
If the terms and conditions of this Engagement Letter confirm our agreement and
understanding, please execute the copy of this Engagement Letter in the space
provided below and return it to us.
Very truly yours,
JOSEPH CHARLES & ASSOCIATES, INC.
By:________________________________
Richard A. Rappaport
Managing Director
Agreed to and accepted this
28th day of August, 1997:
JAKKS PACIFIC, INC.
By: _______________________________
Jack Friedman
President and CEO
<PAGE> 1
EXHIBIT 4.10
THIS OPTION HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR
OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THAT ACT
OR AN OPINION OF COUNSEL TO THE COMPANY IS OBTAINED STATING THAT SUCH
DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
----------
JAKKS PACIFIC, INC.
(Incorporated under the laws of the State of Delaware)
Void after 5:00 p.m., P.S.T., on AUGUST 28, 2002
Option to Purchase
50,000 Shares of
Common Stock
CERTIFICATE OF OPTION AGREEMENT
FOR THE PURCHASE OF SHARES OF COMMON STOCK
August 28, 1997
JAKKS PACIFIC, INC., a Delaware corporation (the "Company"), hereby
certifies that JOSEPH CHARLES & ASSOCIATES, INC. (the "Optionee") is entitled,
subject to the provisions of this option (this "Option"), to purchase, from the
Company, during the period commencing on August 28, 1997 and expiring at 5:00
p.m. Pacific Standard Time on August 28, 2002, up to FIFTY THOUSAND (50,000)
shares of Common Stock, par value $.001 per share, of the Company (the "Stock")
at a price of $6.875 per share (the "Exercise Price"), to be exercisable as
hereinafter provided.
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Option, the Company shall
execute and deliver a new Option of like tenor and date.
<PAGE> 2
The Optionee agrees with the Company that this Option is issued, and all
the rights hereunder shall be held, subject to all of the conditions,
limitations and provisions set forth herein.
1. Exercise of Option. The Optionee's right to exercise this Option, in
whole or in part, shall vest immediately with respect to all fifty thousand
(50,000) shares available hereunder.
2. Expiration of Option. This Option shall not be exercisable after 5:00
p.m. P.D.T. on August 28, 2002.
3. Non-Assignability of Option. This Option shall not be given, granted,
sold, exchanged, transferred, pledged, assigned or otherwise incumbered or
disposed of by the Optionee, otherwise than by will, the laws of descent and
distribution or pursuant to a domestic relations order as defined by the
Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement
Income Securities Act, or the rules thereunder, and, during the lifetime or
existence of the Optionee, shall not be exercisable by any other person, but
only by the Optionee.
4. Method of Exercise of Option. The Optionee shall notify the Company
by written notice sent by registered or certified mail, return receipt
requested, addressed to its principal office, or by hand delivery to such
office, properly receipted, as to the number of shares of Stock which the
Optionee desires to purchase under this Option, which written notice shall be
accompanied by the Optionee's check payable to the order of the Company for the
full option price of such shares of Stock. As soon as practicable after the
receipt of such written notice the Company shall, at its principal office,
tender to the Optionee a certificate or certificates issued in the Optionee's
name evidencing the shares of Stock purchased by the Optionee hereunder.
5. Investment Representation. The Optionee represents that at the time
of any exercise of this Option, where the shares of Stock are not registered
under the Securities Act of 1933, as amended, such Stock will be acquired for
investment and not for resale or with a view to the distribution thereof. Upon
exercise of this Option and the issuance of any of the shares thereunder, all
certificates representing shares shall bear on the face thereof substantially
the following legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY
NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE
STATE SECURITIES LAW OR AN EXEMPTION FROM REGISTRATION AND AN
OPINION OF COUNSEL TO JAKKS PACIFIC, INC. THAT
2
<PAGE> 3
SUCH REGISTRATION IS NOT REQUIRED."
6. Anti-Dilution.
6.1 Adjustments. In the event that the Company shall have
effected one or more stock splits, reverse splits, or readjustments, stock
dividends, or other increases or reductions of the number of outstanding shares
of Common Stock of the Company, or issued as dividends on the outstanding shares
of Common Stock of the Company other securities convertible into shares of
Common Stock of the Company, without receiving compensation therefor in money,
services or property (any such event being hereinafter referred to as a
"Dilutive Event"), the Holder shall be entitled to receive for the aggregate
payments to be made by him for the Stock, the number of shares of Common Stock
or other securities the Holder would have been entitled to receive as a result
of any such Dilutive Event if he had immediately prior to such Dilutive Event
exercised this Option and paid for and received the Stock.
6.2 Merger, Consolidation or Recapitalization. In the event of
the recapitalization, merger or consolidation of the Company with or into
another corporation the Holder shall be entitled to receive upon payment of the
Exercise Price, such securities of such other corporation with or into which the
Company shall have been merged or consolidated as the Holder would have received
if he had immediately prior to such recapitalization, merger or consolidation
exercised this Option and paid for and received the Stock.
7. No Rights as Stockholder. The Optionee shall have no rights as a
Stockholder in respect to the shares of Stock as to which this Option shall not
have been exercised and payment made as herein provided.
8. Binding Effect. Except as herein otherwise expressly provided, this
Agreement shall be binding upon and inure to the benefit of the parties hereto,
their legal representatives, successors and assigns.
9. Qualification or Exemption of Option. The sale of the Option (and
underlying shares of Stock) which is the subject of this agreement has not been
qualified with the Commissioner of Corporations of the State of California and
the issuance of the Option and the underlying shares of Stock or the payment or
receipt of any part of the consideration therefore prior to the qualification is
unlawful, unless the sale of such securities is exempt from qualification by
Section 25100, 25102 or 25105 of the California Corporations code. The rights of
all parties to this agreement are expressly conditioned upon the qualification
being obtained, unless the sale is so exempt.
10. Nonstatutory Option. This Option is not intended to be an incentive
stock option within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended.
11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
3
<PAGE> 4
12. Notices. Any notice hereunder shall be delivered by hand or by
registered or certified mail, return receipt requested to a party at its address
set forth above with a copy to Feder, Kaszovitz, Isaacson, Weber, Skala & Bass
LLP, 750 Lexington Avenue, New York, New York 10022-1200, subject to the right
of either party to designate at any time hereafter, in writing, some other
address.
IN WITNESS WHEREOF, the Company has caused this Option to be signed on
its behalf, in its corporate name, by its duly authorized officer, all as of the
day and year first above written.
JAKKS PACIFIC, INC.
By:
---------------------------------
Jack Friedman
President
4
<PAGE> 5
OPTION EXERCISE FORM
(To be executed by the Optionee to exercise the rights
to purchase Common Stock evidenced by the within Option)
JAKKS PACIFIC, INC.
24955 Pacific Coast Highway
#B202
Malibu, California 90265
The undersigned hereby exercises the right to purchase ________ shares
of the Stock (as such term is defined in this Option) pursuant to and in
accordance with the terms and conditions of this Option, and herewith makes
payment of $______ therefor, and requests that a certificate for such shares be
issued in the name of the undersigned and be delivered to the undersigned at the
address stated below, and, if such number of shares shall not be all of the
shares purchasable hereunder, that a new Option of like tenor for the balance of
the remaining shares purchasable hereunder be delivered to the undersigned at
the address stated below:
Dated: Signed:_____________________________
Address:
<PAGE> 1
EXHIBIT 5
September 5, 1997
JAKKS Pacific, Inc.
24955 Pacific Coast Highway, #B202
Malibu, California 90265
Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by JAKKS Pacific, Inc. (the "Company") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), relating to the registration of 263,250 shares of the common stock
of the Company, par value, $.001 per share (the "Shares") which may be issued
upon the exercise of options granted pursuant to (i) Stock Option Agreement
dated as of August 28, 1997, by and between the Company and Joseph Charles &
Associates, Inc., a consultant of the Company, (ii) Stock Option Agreements
dated as of June 18, 1996, by and between the Company and Sheldon Weiner Sales
Organization, Inc., a consultant of the Company, and (iii) Stock Option
Agreements dated as of September 1, 1995, by and between the Company and each of
Murray Bass, Joel Bennett, Gina Hancock, Wills Hon and Bruce Katz, employees of
the Company (collectively, the "Stock Option Agreements").
As counsel for the Company, we have examined such corporate records,
documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion, all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Shares upon
the exercise of the options included in the Stock Option Agreements, and that
the Shares being registered pursuant to the Registration Statement, when issued
upon the exercise of the options included in the Stock Option Agreements in
accordance with the terms of the options and the Stock Option Agreements, will
be duly authorized, legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under Item 5 of Part II
of the Registration Statement entitled "Interests of Named Experts and Counsel."
This consent is not to be construed as an admission that we are a person whose
consent is required to be filed with the Registration Statement under the
provisions of the Act.
Very truly yours,
Feder, Kaszovitz, Isaacson,
Weber, Skala & Bass LLP
<PAGE> 1
EXHIBIT 24.1
CONSENT OF PANNELL KERR FORSTER
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of JAKKS Pacific, Inc. of our report dated January 23,
1997, except for note 15, for which the date is February 6, 1997, on our audits
of the consolidated financial statements of JAKKS Pacific, Inc. as of December
31, 1996 and 1995 and for the year and nine months then ended, which report
appears in Form 10-KSB for the fiscal year ended December 31, 1996.
PANNELL KERR FORSTER
Certified Public Accountants
A Professional Corporation
Los Angeles, California
September 5, 1997
