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As filed with the Securities and Exchange Commission on November 1, 1999.
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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JAKKS PACIFIC, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4527222
(State or other jurisdic- (I.R.S. Employer
tion of incorporation Identification No.)
or organization)
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22761 Pacific Coast Highway
Malibu, California 90265
(Address of principal executive offices) (Zip code)
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JAKKS PACIFIC, INC. THIRD AMENDED AND RESTATED
1995 STOCK OPTION PLAN
(Full title of the plan)
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JACK FRIEDMAN
Chairman and Chief Executive Officer
JAKKS Pacific, Inc.
22761 Pacific Coast Highway
Malibu, California 90265
(Name and address of agent for service)
(310) 456-7799
(Telephone number, including area code, of agent for service)
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Copy to:
MURRAY L. SKALA, ESQ.
Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP
750 Lexington Avenue
New York, New York 10022
Telephone: (212) 888-8200 Facsimile (212) 888-7776
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
<TABLE>
<CAPTION>
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 500,000(1) $42 1/16 $21,031,250(2) $5,846.68
($.001 par shares
value)
</TABLE>
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(1) Represents shares underlying the Company's Third Amended and Restated
1995 Stock Option Plan for which no registration statement has been
filed.
(2) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c) and 457(h) promulgated under the Securities Act
of 1933, based on a price per share of $42 1/16, which was the average
of the high and low prices of the shares of Common Stock on the Nasdaq
National Market on October 28, 1999.
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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"), are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the year
ended December 31, 1998.
(b) (i) The Company's Quarterly Reports on Form 10-Q for
the quarterly periods ended March 31, 1999 and
June 30, 1999.
(ii) The Company's Current Report on 8-K filed
with the Commission on October 19, 1999.
(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 securities offered hereby
have been sold or which deregisters all such 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.
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ITEM 5. INTERESTS 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 71,700 shares of Common Stock and owns 92,996 shares
of Common Stock of which 66,872 shares are held by him as trustee under certain
trusts.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Incorporated by reference to Item 15 of Part II (pages II-1
to II-2) of Amendment No. 1 to the Registration Statement on Form S-3 (Reg. No.
333-74717) filed on April 27, 1999.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
4.1* 1999 Amendment to Third Amended and Restated 1995 Stock Option
Plan of JAKKS Pacific, Inc.
4.2 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 5.1)
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* 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.
ITEM 9. UNDERTAKINGS.
The Registrant makes the following undertakings with respect
to this Registration Statement on Form S-8:
(i) The Registrant will include any material information
with respect to the plan of distribution not
previously disclosed in this Registration Statement
or any material change to such information in the
Registration Statement.
(ii) For the purpose of determining any liability under
the Securities Act, each post-effective amendment
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(iii) The Registrant will remove from registration by means
of a post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
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(iv) For the purposes of determining any liability under
the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in this
Registration Statement shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(v) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to
directors, officers and controlling persons of the
Registrant, the Registrant has been advised that in
the opinion of the Commission such indemnification is
against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such
liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the
successful defense of any action, suit or proceeding)
is asserted by such director, officer of controlling
person in connection with securities being
registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as
expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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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 29th day
of October, 1999.
JAKKS PACIFIC, INC.
By: /s/ Jack Friedman
-----------------------------
Jack Friedman
Chief Executive Officer and Chairman
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE Title Date
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<S> <C> <C>
/s/ JACK FRIEDMAN Chief Executive Officer and Chairman October 29, 1999
- --------------------- (Principal Executive Officer)
Jack Friedman
/s/ JOEL M. BENNETT Chief Financial Officer October 29, 1999
- --------------------- (Principal Financial Officer and
Joel M. Bennett Principal Accounting Officer)
/s/ STEPHEN G. BERMAN Director October 29, 1999
- ---------------------
Stephen G. Berman
/s/ MURRAY L. SKALA Director October 29, 1999
- ---------------------
Murray L. Skala
</TABLE>
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
4.1* 1999 Amendment to Third Amended and Restated 1995 Stock Option
Plan of JAKKS Pacific, Inc.
4.2 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 5.1)
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* 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 4.1
1999 Amendment to Third Amended and Restated
1995 Stock Option Plan of JAKKS PACIFIC, INC.
The Third Amended and Restated 1995 Stock Option Plan is
hereby amended as follows:
1. Capitalized terms are used herein as defined in the Third
Amended and Restated 1995 Stock Option Plan of JAKKS Pacific, Inc.
2. Section 3 of the Third Amended Plan is amended by replacing
the second sentence thereof with the following:
The maximum number of shares of Common Stock which may be
issued pursuant to Options granted under the Third Amended
Plan shall not exceed One Million Seven Hundred Fifty Thousand
(1,750,000) shares, subject to adjustment in accordance with
the provisions of Section 13 hereof.
3. Section 6 of the Third Amended Plan is amended by replacing
paragraph (b) thereof with the following:
(b) Each Director of the Company on January 1 of each
calendar year who is not an employee of the Company shall
automatically be granted as of such date, without any further
action by the Board or Committee, an Option to purchase 6,250
shares of Common Stock.
4. Section 13 of the Third Amended Plan is amended by
replacing paragraph (a) thereof with the following:
(a) If any merger, consolidation or other
reorganization of the Company, split-up or combination of
shares, dividend payable in shares, recapitalization,
reclassification or other capital transaction requires or
results in any change in the outstanding Common Stock, the
Board or Committee shall make an appropriate adjustment in the
aggregate number of shares available under the Third Amended
Plan and in the number of shares and option price per share
subject to outstanding Options. If there shall occur any
merger, consolidation or other reorganization of the Company,
or any sale of all or substantially all of the assets of the
Company, or any transaction in which any person (including a
"group" within the meaning of Section
<PAGE> 2
13(d)(3) of the Securities Exchange Act of 1934)
acquires the right to elect a majority of the Board, and in
any such case the Company's stockholders shall become, as a
result of such transaction, entitled to receive any cash,
securities of the Company or any other issuer, or any other
property, each optionee who is a consultant to the Company or
who, on the date on which such distribution of cash,
securities or other property is to be made to the Company's
stockholders, shall have been employed by the Company for a
period (including any vacation or leave of absence or other
interruption of employment approved or permitted by the
Company) of at least one year shall likewise become entitled
to receive on such date the same cash, securities or other
property as the Company's stockholders are so entitled to
receive in respect of all the shares subject to the Option,
whether or not then vested in respect of all such shares, then
held by such optionee, upon the exercise of such Option and
the payment of the option price per share thereof (or, if
provided in the applicable Certificate of Stock Option
Agreement or agreements governing the terms of such
transaction or otherwise permitted by action of the Board or
Committee, by deduction of such option price from the cash,
securities or other property to be paid or delivered to such
optionee). Notwithstanding the foregoing, in any such event,
the Board or Committee shall have the power to take any action
necessary or appropriate to prevent any Incentive Stock Option
theretofore granted hereunder from being disqualified as an
"incentive stock option" under the Code, as then in effect.
5. This 1999 Amendment to the Third Amended Plan was adopted
by the Board on June 17, 1999, but shall become effective only if and as of the
date on which it is ratified and approved by the Company's stockholders in
accordance with Section 16 thereof.
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EXHIBIT 5.1
November 1, 1999
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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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 22,
1999, except for note 18, for which the date is March 1, 1999, on our audits of
the consolidated financial statements of JAKKS Pacific, Inc. as of December 31,
1997 and 1998, and for each of the three years in the period ended December 31,
1998, which report appears in Form 10-KSB for the fiscal year ended December 31,
1998.
/s/ PANNELL KERR FOSTER
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PANNELL KERR FOSTER
Certified Public Accountants
A Professional Corporation
Los Angeles, California
November 1, 1999
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