Registration No. 333-_____
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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4KIDS ENTERTAINMENT, 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)
1999 Stock Option Plan
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(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.
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Exhibit Index Begins on Page __
(Facing Page Continued on the Following Page)
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CALCULATION OF REGISTRATION FEE
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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
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Common Shares, 247,500 $27.23(2) $6,739,425 $1,873.56
par value $.01 shares
per share
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(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 July 15, 1999 of $27.23 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.
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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, 1998.
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 Certificate of Incorporation 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. In addition, advances of expenses to officers and directors are
permitted upon an undertaking by the person to be indemnified to repay all such
expenses if he or she is ultimately found not to be entitled to indemnification.
The indemnification provision in the Company's Certificate of Incorporation
applies to all actions and proceedings including those brought by or in the
right of the Company. 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 1999, the Company purchased an aggregate of $5,000,000 of
insurance from National Union Fire Insurance Company of
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Pittsburgh for indemnification of all of its directors and officers at a cost of
$49,500.00.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
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10 1999 Stock Option Plan -- incorporated by reference to the Registrant's
1999 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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(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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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 19th day of
July, 1999.
4KIDS ENTERTAINMENT, INC.
By /s/ Alfred R. Kahn
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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: July 19, 1999 /s/ Alfred R. Kahn
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Alfred R. Kahn,
Chairman of the Board,
Chief Executive Officer
and Director
Date: July 19, 1999 /s/ Robert Dunn Glick
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Robert Dunn Glick,
Director
Date: July 19, 1999 /s/ Gerald Rissman
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Gerald Rissman,
Director
Date: July 19, 1999 /s/ Joseph P. Garrity
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Joseph P. Garrity,
Executive Vice President, Treasurer,
Principal Financial Officer and
Principal Accounting Officer
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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, 1999,
appearing in the Annual Report on Form 10-K of 4Kids Entertainment, Inc. for the
year ended December 31, 1998.
Deloitte & Touche LLP
New York, New York
July 16, 1999
