Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
4KIDS ENTERTAINMENT, INC.
(f/k/a LEISURE CONCEPTS, INC.)
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(Exact name of registrant as specified in its charter)
New York 13-2691380
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification
Number)
1414 Avenue of the Americas, New York, New York 10019
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(Address of Principal Executive Offices) (Zip Code)
1995 Stock Option Plan
-------------------------
(Full Title of the Plans)
Arnold N. Bressler, Esq.
Milberg Weiss Bershad Hynes & Lerach LLP
One Pennsylvania Plaza
New York, New York 10119/0165
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(Name and address of agent for service)
(212) 594-5300
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(Telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public:
As Soon As Practicable After Registration Statement Becomes
Effective.
Page 1 of 7 Pages
Exhibit Index Begins on Page __
(Facing Page Continued on the Following Page)
<PAGE>
(Continuation of Facing Page)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, 125,000 $2.6875 (2) $335,938.00 $116.00
par value $.01 shares
per share
</TABLE>
- --------------
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Based upon the average of the high and low prices of the Common
Shares on the National Association of Securities Dealers Automated
Quotation Systems, Inc. on April 2, 1996 of $2.6875 per share.
Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this Registration Statement also covers such additional indeterminate
number of shares as may become issuable pursuant to anti-dilution and
adjustment provisions of any options to purchase shares registered
hereby.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission (File No.
0-7843) pursuant to the Securities Exchange Act of 1934 are incorporated by
reference into this Registration Statement.
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all the
securities offered have been sold or which deregisters all the securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part thereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
Sections 721 through 726 inclusive of the Business Corporation
Law of New York permits indemnification of directors, officers and employees of
a corporation under certain conditions and subject to certain limitations. The
Company's By-laws requires the Company to indemnify its officers, directors and
employees to the fullest extent permitted by law, including full or partial
indemnification for any judgment, settlement or related expense. Directors and
officers remain liable for acts and omissions not in good faith or which involve
intentional misconduct and transactions from which such officer or director
derives improper personal benefit. In March 1996, the Company purchased an
aggregate of $5,000,000 of insurance from National Union Fire Insurance Company
of
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<PAGE>
Pittsburgh for indemnification of all of its directors and officers at a cost of
$57,915.00.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
- ------- -----------
10 1995 Stock Option Plan -- incorporated by
reference to the Registrant's 1995 Proxy
Statement (File No. 0-7843).
23 Consent of Deloitte & Touche.
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement (i) to include
any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs (a)(1)(i) and
(a)(i)(ii) do not apply to information required to be included in a
post-effective amendment by those paragraphs which are contained in
periodic reports filed by the undersigned Registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement;
(b) that, for the purpose of determining any liability under the
Securities Act of 1933, each such 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;
(c) 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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<PAGE>
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
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 of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the 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 or
controlling person in connection with the 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 Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 New York, State of New York, on this day of
April, 1996.
4KIDS ENTERTAINMENT, INC.
/S/
By ------------------------
Alfred R. Kahn
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Date: April 4, 1996 /S/
----------------------------
Alfred R. Kahn,
Chairman of the Board,
Chief Executive Officer
and Director
Date: April 4, 1996 /S/
-------------------------------
Randy O. Rissman,
Director
Date: April 4, 1996 /S/
-------------------------------
Gerald Rissman,
Director
Date: April 4, 1996 /S/
---------------------------------
Joseph P. Garrity,
Executive Vice President, Treasurer,
Principal Financial Officer and
Principal Accounting Officer
I:\CORP\LEICON\87005DEC.S85
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EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
4Kids Entertainment, Inc. on Form S-8 of our report dated March 29, 1996,
appearing in the Annual Report on Form 10-K of 4Kids Entertainment, Inc. for the
year ended December 31, 1995.
Deloitte & Touche LLP
New York, New York
April 4, 1996
