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As filed with the Securities and Exchange Commission on May 8, 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)
A. JAKKS PACIFIC, INC. SECOND AMENDED AND RESTATED
1995 STOCK OPTION PLAN
B. 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
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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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 651,500(1) (4) $ 6,048,876.56(5) $ 1,784.42
($.001 par shares
value)
Common Stock 98,500(2) $10.00 $ 985,000.00(6) $ 290.58
($.001 par shares
value)
Common Stock 138,250(3) (4) $ 277,000.00(5) $ 81.72
($.001 par shares
value)
Total 888,250 $ 7,310,876.56
shares $ 2,156.72
</TABLE>
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(1) Shares underlying options already granted under the Company's Second
Amended and Restated 1995 Stock Option Plan (the "Stock Option Plan").
(2) Consists of shares underlying the Stock Option Plan for which no
options have been granted.
(3) Shares underlying the options granted pursuant to the Stock Option
Agreements dated September 1, 1995 by and between the Company and each
of Murray Bass, Joel Bennett, Gina Hancock, Wills Hon and Bruce Katz
(the "Employee Plan"). The Stock Option Plan and the Employee Plan
shall be referred to collectively herein as the "Plans".
(4) The maximum offering prices per share are equal to the various exercise
prices of the options already granted under the Plans.
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(5) The product resulting from multiplying the number of shares underlying
options already granted under the Plans by the various exercise prices
at which such options may be exercised, as determined in accordance
with Rule 457(h) of the Securities Act of 1933, as amended.
(6) Estimated solely for purposes of calculating the registration fee on
the basis of the product resulting from multiplying 98,500 shares of
Common Stock by $10.00, the average of the high and low prices of the
shares of Common Stock on the Nasdaq National Market on May 6, 1998.
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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:
(i) The Company's Annual Report on Form 10-KSB for the year
ended December 31, 1997.
(ii) The Company's Current Report on Form 8-K, filed with the
Commission on April 7, 1998
(iii) 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 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 40,450 shares of Common Stock and owns 26,124 shares
of Common Stock.
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
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"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.
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.
2
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ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
NUMBER DESCRIPTION OF EXHIBIT
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<S> <C>
4.1 JAKKS Pacific, Inc. Second Amended and Restated 1995 Stock Option
Plan (1)
4.2 Stock Option Agreement by and between the Company and Murray Bass
dated September 1, 1995 (2)
4.3 Stock Option Agreement by and between the Company and Joel
Bennett dated September 1, 1995 (2)
4.4 Stock Option Agreement by and between the Company and Gina
Hancock dated September 1, 1995 (2)
4.5 Stock Option Agreement by and between the Company and Wills Hon
dated September 1, 1995 (2)
4.6 Stock Option Agreement by and between the Company and Bruce Katz
dated September 1, 1995 (2)
5.1* 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>
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* Filed herewith.
(1) Included as an exhibit to the Registrant's Schedule 14A, the
Registrant's Proxy Statement, filed in June 1997, and incorporated
herein by reference.
(2) Included as an exhibit to the Registrant's Registration Statement on
Form S-8 (Registration No. 333-35053), filed with the Commission on
September 5, 1997, and incorporated herein by reference.
3
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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:
The Registrant will:
(i) Include any additional or changed material information in the
Registration Statement.
(ii) 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.
(iii) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company,
the Company has been informed that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
4
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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 8th day
of May, 1998.
JAKKS PACIFIC, INC.
By: /s/ Jack Friedman
------------------------------
Jack Friedman
Chief Executive Officer,
Chairman and President
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ JACK FRIEDMAN Chief Executive Officer, Chairman May 8, 1998
- ------------------------------- and President (Principal Executive Officer)
Jack Friedman
/s/ STEPHEN G. BERMAN Chief Operating Officer, May 8, 1998
- ------------------------------- Executive Vice President,
Stephen G. Berman Secretary and Director
/s/ JOEL M. BENNETT Chief Financial Officer May 8, 1998
- ------------------------------- (Principal Financial Officer and
Joel M. Bennett Principal Accounting Officer)
/s/ MURRAY L. SKALA Director May 8, 1998
- -------------------------------
Murray L. Skala
</TABLE>
5
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EXHIBITS
<TABLE>
<CAPTION>
NUMBER DESCRIPTION OF EXHIBIT
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<S> <C>
4.1 JAKKS Pacific, Inc. Second Amended and Restated 1995 Stock Option
Plan (1)
4.2 Stock Option Agreement by and between the Company and Murray Bass
dated September 1, 1995 (2)
4.3 Stock Option Agreement by and between the Company and Joel
Bennett dated September 1, 1995 (2)
4.4 Stock Option Agreement by and between the Company and Gina
Hancock dated September 1, 1995 (2)
4.5 Stock Option Agreement by and between the Company and Wills Hon
dated September 1, 1995 (2)
4.6 Stock Option Agreement by and between the Company and Bruce Katz
dated September 1, 1995 (2)
5.1* 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>
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* Filed herewith.
(1) Included as an exhibit to the Registrant's Schedule 14A, the
Registrant's Proxy Statement, filed in June 1997, and incorporated
herein by reference.
(2) Included as an exhibit to the Registrant's Registration Statement on
Form S-8 (Registration No. 333-35053), filed with the Commission on
September 5, 1997, and incorporated herein by reference.
6
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EXHIBIT 5
May 7, 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 888,250 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 Second Amended and Restated 1995 Stock Option Plan
(the "Stock Option Plan") and pursuant to options granted under Stock Option
Agreements dated September 1, 1995 by and between the Company and each of Murray
Bass, Joel Bennett, Gina Hancock, Wills Hon and Bruce Katz (the "Employee
Plan"). The Stock Option Plan and the Employee Plan are sometimes collectively
referred to herein as the "Plans."
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 Plans, and that the Shares
being registered pursuant to the Registration Statement, when issued in
accordance with the terms of the Plans upon the payment of the exercise prices
of the options granted thereunder, 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 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 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 FORSTER
PANNELL KERR FORSTER
Certified Public Accountants
A Professional Corporation
Los Angeles, California
May 7, 1998
