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As filed with the Securities and Exchange Commission on June 29, 2000.
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 650,000 $15.4375 $10,034,375(1) $2,650
($.001 par shares
value)
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933,
based on the average of the high and low prices of the shares of Common
Stock on the Nasdaq National Market on June 27, 2000.
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THIS REGISTRATION STATEMENT RELATES TO 650,000 SHARES OF THE REGISTRANT'S COMMON
STOCK, PAR VALUE $.001 PER SHARE, WHICH BECAME SUBJECT TO THE REGISTRANT'S THIRD
AMENDED AND RESTATED 1995 STOCK OPTION PLAN UPON EFFECTIVENESS OF THE 2000
AMENDMENT OF SUCH PLAN ON JUNE 23, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
THE CONTENTS OF THE REGISTRATION STATEMENT ON FORM S-8 (REG. 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-K for the year
ended December 31, 1999.
(b) The Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2000.
(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 96,111 shares of Common Stock and owns 70,308 shares
which 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 the Registration Statement on Form S-3 (Reg. No. 333-90357) filed on
November 4, 1999.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
4.1* 2000 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)
4.2.1 1999 Amendment to Third Amended and Restated 1995 Stock
Option Plan of JAKKS Pacific, Inc.(2)
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 Proxy
Statement, filed with the Commission on June 25, 1998, and incorporated
herein by reference.
(2) Included as an exhibit to the Registrant's Registration Statement on
Form S-8 (Reg. No. 333-90055), filed on November 1, 1999, and
incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(i) To 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) That, 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) To 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) That, for 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.
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, State of California on the 29th day of
June, 2000
JAKKS PACIFIC, INC.
By: /s/ JACK FRIEDMAN
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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
--------- ----- ----
<S> <C> <C>
/s/ JACK FRIEDMAN Chief Executive Officer and Chairman June 29, 2000
--------------------- (Principal Executive Officer)
Jack Friedman
/s/ JOEL M. BENNETT Chief Financial Officer June 29, 2000
--------------------- (Principal Financial Officer and
Joel M. Bennett Principal Accounting Officer)
/s/ STEPHEN G. BERMAN Director June 29, 2000
---------------------
Stephen G. Berman
/s/ MICHAEL G. MILLER Director June 29, 2000
---------------------
Michael G. Miller
/s/ MURRAY L. SKALA Director June 29, 2000
---------------------
Murray L. Skala
</TABLE>
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
4.1* 2000 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)
4.2.1 1999 Amendment to Third Amended and Restated 1995 Stock Option
Plan of JAKKS Pacific, Inc.(2)
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 Proxy
Statement, filed on June 25, 1998, and incorporated herein by
reference.
(2) Included as an exhibit to the Registrant's Registration Statement on
Form S-8 (Reg. No. 333-90055), filed on November 1, 1999, and
incorporated herein by reference.
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