As Filed with the Securities and Exchange Commission on April 3, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HAPPY KIDS INC.
(Exact name of registrant as specified in its charter)
New York 5130 13-3473638
(State or Other Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation Industrial Classification Identification No.)
or Organization) Code Number)
100 West 33rd Street; Suite 1100
New York, New York 10001
(212) 695-1151
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
------------------------
Jack M. Benun
Chairman of the Board, President and
Chief Executive Officer
Happy Kids Inc.
100 West 33rd Street; Suite 1100
New York, New York 10001
(212) 695-1151
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
David J. Sorin, Esq. Eric M. Lerner, Esq.
Richard S. Mattessich, Esq. Rosenman & Colin LLP
Buchanan Ingersoll 575 Madison Avenue
500 College Road East New York, NY 10022-2585
Princeton, NJ 08540 (212) 940-8800
(609) 987-6800
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as practicable after this Registration Statement becomes
effective.
<PAGE>
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. | |
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |X|
333-44267
- ---------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. | |
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. | |
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. | |
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Class of Amount Offering Aggregate Amount of
Securities to be to be Price Offering Registration
Registered Registered Per Share Price(1) Fee(2)
- -------------------------- ---------- --------- ---------- ------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value..................... 230,000 $10.00 $2,300,000 $678.50
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</TABLE>
(1) Calculated pursuant to Rule 457(o).
(2) A wire transfer in the amount of $750.00 was transmitted on April 3, 1998.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-1 (Reg. No. 333-44267) filed by Happy Kids Inc. (the
"Company") with the Securities and Exchange Commission on January 14, 1998, as
amended by the Pre-Effective Amendment No. 1 thereto filed on February 26, 1998,
the Pre-Effective Amendment No. 2 thereto filed on March 6, 1998 and the
Pre-Effective Amendment No. 3 thereto filed on April 1, 1998, which Registration
Statement, as amended, was declared effective on April 2, 1998, are incorporated
herein by reference.
- 2 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of New York,
State of New York, on April 3, 1998.
HAPPY KIDS INC.
By: /s/ Jack M. Benun
-----------------
Jack M. Benun, President and
Chief Executive Officer
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.
Signatures Title Date
---------- ----- ----
/s/ Jack M. Benun President and Chief Executive April 3, 1998
- ------------------------- Officer and Director (Principal
Jack M. Benun Executive Officer)
/s/ Stuart Bender Chief Financial Officer and April 3, 1998
- ------------------------- Treasurer (Principal Financial
Stuart Bender and Accounting Officer)
* Executive Vice President, April 3, 1998
- ------------------------- Secretary and Director
Mark J. Benun
* Senior Vice President and Director April 3, 1998
- -------------------------
Isaac Levy
* By his signature set forth below the undersigned, pursuant to duly
authorized powers of attorney filed with the Securities and Exchange
Commission, has signed this Registration Statement on behalf of the persons
indicated.
By: /s/ Jack M. Benun
--------------------
Jack M. Benun
(Attorney-in-fact)
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<PAGE>
EXHIBIT INDEX
Exhibit
No. Description of Exhibit
------- ----------------------
1 Form of Underwriting Agreement.
3.1 Restated Certificate of Incorporation.
3.2 Amended and Restated Bylaws.
4.1 Voting Agreement, dated January 1, 1998, by and between Jack
Benun and Mark Benun.
4.2 Shareholder Agreement, dated January 1, 1998, by and among Jack
Benun, Mark Benun and Isaac Levy.
5* Opinion of Buchanan Ingersoll as to validity of Common Stock.
10.1 1997 Stock Plan.
10.2 Form of Indemnification Agreement executed by each of the
Company's directors and officers.
10.3 Lease Agreement, by and between J & B 18 Corp. and SZS 33
Associates L.P., as amended.
10.4 Lease Agreement, by and between Hawk Industries, Inc. and
Triangle Fidelco Industrial Center, as amended.
10.5 Financing Agreement with the CIT Group/Commercial Services,
Inc., as Agent for itself and certain other lenders, as amended.
10.6 Notification Factoring Agreement.
10.7 Employment Agreement, by and between the Company and Jack Benun.
10.8 Employment Agreement, by and between the Company and Mark Benun.
10.9 Employment Agreement, by and between the Company and Isaac Levy.
10.10 Employment Agreement, by and between the Company and Stuart
Bender.
10.11 Form of Employee-At-Will, Non-solicitation, Invention Assignment
and Non-Disclosure Agreement.
10.12 Securities Purchase Agreement, dated as of January 1, 1998, by
and among, the Company and Jack M. Benun and Mark J. Benun.
10.13+ License Agreement by and between the Company and MTV Networks,
dated June 15, 1996, as amended.
10.14.1+ License Agreement by and between the Company and B.U.M.
Equipment, dated June 1, 1995, as amended.
- 4 -
<PAGE>
Exhibit
No. Description of Exhibit
------- ----------------------
10.14.2+ License Agreement by and between the Company and B.U.M.
Equipment, dated October 1, 1997, as amended.
10.15+ License Agreement by and between the Company and Ocean Pacific
Apparel Corp., dated October 1997.
21 Subsidiaries of the Registrant.
23.1* Consent of Grant Thornton LLP.
23.2 Consent of Buchanan Ingersoll (contained in the opinion filed as
Exhibit 5 to this Registration Statement).
23.3 Consent of The NPD Group.
23.4 Consent of Children's Business.
23.5 Consent of Marvin Azrak.
23.6 Consent of Stephen Kahn.
24 Powers of Attorney of certain officers and directors of the
Company (contained on the signature page of Registration
Statement No. 333-44267).
* Filed herewith. All other exhibits are incorporated by reference to the
Company's Registration Statement on Form S-1, as amended (Reg. No.
333-44267), declared effective on April 2, 1998.
+ Confidential treatment has been requested for a portion of this Exhibit.
- 5 -
Exhibit 5
BUCHANAN INGERSOLL
500 College Road East
Princeton, New Jersey 08540
David J. Sorin
(609) 987-6801
April 3, 1998
Happy Kids Inc.
100 West 33rd Street
Suite 1100
New York, New York 10001
Gentlemen:
In connection with the Registration Statement on Form S-1 (the
"Registration Statement"), filed by Happy Kids Inc., a New York corporation (the
"Company"), under the Securities Act of 1933, as amended, relating to the
initial public offering of an aggregate of up to 2,530,000 shares of the
Company's Common Stock, $.01 par value, of which (a) 2,200,000 shares will be
purchased by the underwriters from the Company; and (b) up to 330,000 shares may
be purchased by the underwriters from the Company, if the underwriters exercise
the option granted to them by the Company to cover over-allotments
(collectively, the "Shares"), we, as counsel for the Company, have examined such
corporate records, other documents, and questions of law as we have considered
necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that in our opinion, the
Shares to be issued and sold by the Company have been duly and validly
authorized and, when sold in the manner contemplated by the underwriting
agreement (the "Underwriting Agreement") filed as an exhibit to the Registration
Statement on Form S-1 (Registration No. 333-44267) and upon receipt by the
Company of payment therefor as provided in the Underwriting Agreement, will be
legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement, the reference to this firm under the caption "Legal
Matters" in the Prospectus contained therein and the filing of this opinion as
an exhibit to this Registration Statement filed pursuant to Rule 462(b) of the
Securities Act of 1933, as amended.
Very truly yours,
/s/ Buchanan Ingersoll
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We have issued our report dated January 29, 1998, accompanying the financial
statements and schedule of Happy Kids Inc. and Subsidaries contained in the
Registration Statement and Prospectus. We consent to the use of the
aforementioned report in the Registration Statement and Prospectus, and to the
use of our name as it appears under the caption "Experts."
/s/ Grant Thornton LLP
New York, New York
March 30, 1998
