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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 8, 1999 (October 5, 1999)
JAKKS PACIFIC, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-28104 95-4527222
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
22761 Pacific Coast Highway, Malibu, California 90265
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 456-7799
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THIS FORM 8-K/A IS AN AMENDMENT TO THE REGISTRANT'S CURRENT REPORT ON
FORM 8-K FILED ON OCTOBER 19, 1999 (RELATING TO THE REGISTRANT'S ACQUISITION OF
FLYING COLORS TOYS, INC.) TO FILE THE FINANCIAL STATEMENTS AND PRO FORMA
FINANCIAL INFORMATION OMITTED FROM THE INITIAL FILING OF THE CURRENT REPORT,
IN ACCORDANCE WITH ITEMS 7(a)(4) AND (b)(2), RESPECTIVELY.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
For a description of the Registrant's acquisition of Flying Color
Toys, Inc., refer to Item 2 of the Registrant's Current Report on Form 8-K,
filed on October 19, 1999, which Item 2 is incorporated in its entirety herein
by this reference.
2
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Incorporated by reference to the financial statements of Flying Colors
Toys, Inc., f/k/a Colorbok Paper Products, Inc., included on pages
F-28 to F-40 of the Registrant's Registration Statement on Form S-3
(Reg. No. 333-90357) filed on November 4, 1999.
(b) Pro Forma Financial Information.
Incorporated by reference to the unaudited pro forma combined
financial statements included on pages F-41 to F-45 of the Registrant's
Registration Statement on Form S-3 (Reg. No. 333-90357) filed on
November 4, 1999.
(c) Exhibits.
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Number Description
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2.1* Stock Purchase Agreement dated as of September 22, 1999 among the
Registrant, the Company and the Shareholders.
2.2* First Amendment to Stock Purchase Agreement dated as of September 30,
1999.
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<CAPTION>
Number Description
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<S> <C>
2.3* Escrow Agreement dated as of September 30, 1999 among Joshua H.
Pokempner, as agent for the Shareholders, the Registrant and Bank One
Trust Company, NA, as escrow agent.
2.4* Transition Services Agreement dated as of October 1, 1999 between the
Divestee and the Company.
2.5* Lease dated as of October 1, 1999 between Shore Properties LLC and the
Company.
2.6* Employment Agreement dated as of October 1, 1999 between the Registrant
and Michael Bianco.
2.7* Employment Agreement dated as of October 1, 1999 between the Registrant
and Joshua H. Pokempner.
23.1 Consent of Plante & Moran, LLP
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* Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 8, 1999
JAKKS PACIFIC, INC.
By: /s/ Joel M. Bennett
---------------------------------
Joel M. Bennett
Chief Financial Officer
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EXHIBIT INDEX
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<CAPTION>
Number Description
- ------ -----------
<S> <C>
2.1* Stock Purchase Agreement dated as of September 22, 1999 among the
Registrant, the Company and the Shareholders.
2.2* First Amendment to Stock Purchase Agreement dated as of September 30,
1999.
2.3* Escrow Agreement dated as of September 30, 1999 among Joshua H.
Pokempner, as agent for the Shareholders, the Registrant and Bank One
Trust Company, NA, as escrow agent.
2.4* Transition Services Agreement dated as of October 1, 1999 between the
Divestee and the Company.
2.5* Lease dated as of October 1, 1999 between Shore Properties LLC and the
Company.
2.6* Employment Agreement dated as of October 1, 1999 between the Registrant
and Michael Bianco.
2.7* Employment Agreement dated as of October 1, 1999 between the Registrant
and Joshua H. Pokempner.
23.1 Consent of Plante & Moran, LLP
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* Previously filed.
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EXHIBIT 23.1
CONSENT OF PLANTE & MORAN, LLP
We hereby consent to the inclusion in this Current Report on Form 8-K
of JAKKS Pacific, Inc. of our report dated October 25, 1999 on our audits of
the financial statements of the Flying Colors division of Flying Colors Toys,
Inc. as of May 31, 1998 and 1999, and for each of the three years in the period
ended May 31, 1999 (incorporated by reference from the Registration Statement
on Form S-3 (Reg. No. 333-90357)) filed on November 4, 1999, and the
incorporation by reference of such report into the previously filed
Registration Statement on Form S-3 of JAKKS Pacific, Inc. (Reg. No. 333-48865)
and Registration Statements on Form S-8 (Reg. Nos. 333-52205, - 68313, - 90055).
/s/ PLANTE & MORAN, LLP
Ann Arbor, Michigan
November 8, 1999
