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As filed with the Securities and Exchange Commission on December 3, 1998.
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 jurisdic- (I.R.S. Employer
tion of incorporation Identification No.)
or organization)
22761 Pacific Coast Highway
Malibu, California 90265
(Address of principal executive offices)
JAKKS PACIFIC, INC. THIRD AMENDED AND RESTATED
1995 STOCK OPTION PLAN
(Full title of the plan)
JACK FRIEDMAN
Chairman and Chief Executive Officer
JAKKS Pacific, Inc.
22761 Pacific Coast Highway
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
Approximate date of commencement of proposed sale to the public:
From time to time after the
Registration Statement becomes effective.
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
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
Common Stock 500,000(1) $9.375 $4,687,500(2) $1,383.00
($.001 par shares
value)
</TABLE>
- ------
(1) Represents shares underlying the Company's Third Amended and Restated
1995 Stock Option Plan (the "Plan") for which no registration statement
has been filed.
(2) Estimated solely for purposes of calculating the registration fee on
the basis of the product resulting from multiplying 500,000 shares of
Common Stock by $9.375, the average of the high and low prices of the
shares of Common Stock on the Nasdaq National Market on December 2,
1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
THE CONTENTS OF THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO.
333-52205), FILED WITH THE COMMISSION ON MAY 8, 1998, ARE HEREBY
INCORPORATED BY REFERENCE, EXCEPT AS REVISED BELOW.
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, 1997.
(b) The Company's Quarterly Reports on Form 10-QSB for the
quarterly periods ended March 31, 1998, June 30, 1998 and September 30, 1998.
(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 indicate that all shares of Common Stock
offered hereby have been sold or which deregisters all 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 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock included in this Prospectus
has been passed upon for the Company by Feder, Kaszovitz, Isaacson, Weber, Skala
& Bass LLP, New
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York, New York. Murray L. Skala, a partner in such firm is a director of the
Company and, as of the date of this Registration Statement, holds options to
purchase 52,950 shares of Common Stock and owns 26,124 shares of Common Stock.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
NUMBER DESCRIPTION OF EXHIBIT
<S> <C>
4.1 JAKKS Pacific, Inc. Third Amended and Restated 1995 Stock Option Plan (1)
5.1* Opinion of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP
23.1* Consent of Pannell Kerr Forster, Certified Public Accountants, a Professional
Corporation
23.2* Consent of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP (contained
in Exhibit 5)
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</TABLE>
* Filed herewith.
(1) Included as an exhibit to the Registrant's Schedule 14A, the
Registrant's Proxy Statement, filed with the Commission on June 25,
1998, and incorporated herein by reference.
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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 3rd day of
December, 1998.
JAKKS PACIFIC, INC.
By: /s/ Jack Friedman
------------------------------------
Jack Friedman
Chief Executive Officer and Chairman
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE Title Date
/s/ JACK FRIEDMAN Chief Executive Officer and Chairman December 3, 1998
Jack Friedman (Principal Executive Officer)
/s/ STEPHEN G. BERMAN Chief Operating Officer, December 3, 1998
- ---------------------
Stephen G. Berman President, Secretary and Director
/s/ JOEL M. BENNETT Chief Financial Officer December 3, 1998
- -------------------
Joel M. Bennett (Principal Financial Officer and
Principal Accounting Officer)
/s/ MICHAEL G. MILLER Director December 3, 1998
- ---------------------
Michael G. Miller
/s/ MURRAY L. SKALA Director December 3, 1998
- -------------------
Murray L. Skala
s/ ROBERT E. GLICK Director December 3, 1998
- ------------------
Robert E. Glick
</TABLE>
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EXHIBITS.
<TABLE>
<CAPTION>
<S> <C>
NUMBER DESCRIPTION OF EXHIBIT
4.1 JAKKS Pacific, Inc. Third Amended and Restated 1995 Stock Option Plan (1)
5.1* Opinion of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP
23.1* Consent of Pannell Kerr Forster, Certified Public Accountants, a Professional
Corporation
23.2* Consent of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP (contained
in Exhibit 5)
- ----------
</TABLE>
* Filed herewith.
(1) Included as an exhibit to the Registrant's Schedule 14A, the
Registrant's Proxy Statement, filed with the Commission on June 25,
1998, and incorporated herein by reference.
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EXHIBIT 5.1
December 3, 1998
JAKKS Pacific, Inc.
22761 Pacific Coast Highway
Suite 226
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 500,000 shares of the
common stock of the Company, par value, $.001 per share (the "Shares"). The
Shares may be issued upon the exercise of options granted or to be granted by
the Company pursuant to its Third Amended and Restated 1995 Stock Option Plan
(the "Plan").
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 granted pursuant to the Plan, and that the Shares
being registered pursuant to the Registration Statement, when issued in
accordance with the terms of the Plan, 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."
Very truly yours,
/s/ Feder, Kaszovitz, Isaacson,
Weber, Skala & Bass LLP
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EXHIBIT 23.1
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of JAKKS Pacific, Inc. of our report dated February 12,
1998, except for note 17, for which the date is April 1, 1998, on our audits of
the consolidated financial statements of JAKKS Pacific, Inc. as of December 31,
1997 and 1996, and for the years then ended.
/s/ PANNELL KERR FOSTER
PANNELL KERR FOSTER
Certified Public Accountants
A Professional Corporation
Los Angeles, California
December 3, 1998
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