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.
(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)
2000 Stock Option Plan
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(Full Title of the Plan)
Rory A. Greiss
Kaye, Scholer, Fierman, Hays & Handler, LLP
425 Park Avenue
New York, New York 10022
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(Name and address of agent for service)
(212) 836-8261
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(Telephone number, including area code, of agent for service)
Page 1 of 8 Pages
Exhibit Index Begins on Page 6
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SECTION 10 (A) PROSPECTUS
The document containing the information specified in Part I of this
Registration Statement on Form S-8 will be sent or given to participants in the
Plans as specified by Rule 428 (b) (i) under the Securities Act of 1933, as
amended. Such documents are not required to be, and are not being, filed by the
Registrant with the Securities and Exchange Commission, either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act of 1933, as amended. Such documents, together
with the documents incorporated by reference herein pursuant to Item 3 of Part
II of this Registration Statement on Form S-8, constitute a prospectus that
meets of the requirements of Section 10 (a) of the Securities Act of 1933, as
amended.
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate
to be to be Price Per Offering Amount of
Registered Registered Share (1) Price (1) Registration Fee
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Common Shares,
par value $.01
per share 500,000 shares $20.6875(2) $10,343,750 $2,730.75
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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 System,
Inc. on August 29, 2000 of $20.125 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.
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 Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 filed with the Securities and Exchange Commission on March 31,
2000.
(2) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000 and June 30, 2000 filed with the Securities and Exchange
Commission on May 15, 2000 and August 14, 2000, respectively.
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
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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.
Section 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
Registrant's Certificate of Incorporation requires the Registrant 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 Registrant's Certificate of Incorporation
applies to all actions and proceedings including those brought by or in the
right of the Registrant. 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 2000, the Registrant purchased an aggregate of $25,000,000 of
insurance from National Union Fire Insurance Company of Pittsburgh for
indemnification of all of its directors and officers at a cost of $242,000.
Item 7. Exemption for Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit Number Description
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5 Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP.
10 2000 Stock Option Plan - incorporated by reference to the
Registrant's Definitive Proxy Statement relating to the
Registrant's 2000 Annual Meeting of Stockholders filed
with the Securities and Exchange Commission on April 18,
2000.
23 Consent of Deloitte & Touche.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) 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,
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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) (1) (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;
(2) 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;
(3) 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;
(4) 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; and
(5) 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.
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 1st day of
September, 2000.
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.
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Date: September 1, 2000 /s/ Alfred R. Kahn
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Alfred R. Kahn,
Chairman of the Board
Chief Executive Officer
and Director
Date: September 1, 2000 /s/ Joel J. Cohen
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Joel J. Cohen,
Director
Date: September 1, 2000 /s/ Jay Emmett
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Jay Emmett,
Director
Date: September 1, 2000 /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 INDEX
Exhibit Number Description
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5 Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP.
10 2000 Stock Option Plan - incorporated by reference to the
Registrant's Definitive Proxy Statement relating to the
Registrant's 2000 Annual Meeting of Stockholders filed
with the Securities and Exchange Commission on April 18,
2000.
23 Consent of Deloitte & Touche.
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