<PAGE> 1
As filed with the Securities and Exchange Commission on November __, 1994
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
----------------------------------
LEWIS GALOOB TOYS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-1716574
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
500 FORBES BOULEVARD
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(Address of Principal Executive Offices) (Zip Code)
----------------------------------
LEWIS GALOOB TOYS, INC.
1994 SENIOR MANAGEMENT STOCK OPTION PLAN
(Full title of the plan)
----------------------------------
<TABLE>
<CAPTION>
<S> <C>
WILLIAM G. CATRON, ESQ. CHARLES I. WEISSMAN, ESQ.
LEWIS GALOOB TOYS, INC. SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
500 FORBES BOULEVARD 919 THIRD AVENUE
SOUTH SAN FRANCISCO, CALIFORNIA 94080 NEW YORK, NEW YORK 10022
(415) 952-1678 (212) 758-9500
</TABLE>
(Name, address and telephone number, including area code,
of agents for service)
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
AMOUNT MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE (2) PRICE (2) FEE (3)
<S> <C> <C> <C> <C>
Common Stock, par value 800,000 shares $9.00 $7,200,000 $2,482.76
$.01 per share (1)
</TABLE>
(1) Including the related Preferred Stock Purchase Rights to be issued in
the amount of one right per share, subject to adjustment, pursuant to
the Rights Agreement, dated January 17, 1990, between Lewis Galoob
Toys, Inc. (the "Registrant") and Continental Stock Transfer & Trust
Company, as Rights Agent.
(2) Estimated in accordance with Rule 457(h) of the Securities Act of
1933, as amended (the "Act"), solely for the purpose of calculation of
the registration fee. The price shown is the per share exercise price
of the options which are exercisable into the 800,000 shares of common
stock, par value $.01 per share ("Common Stock"), registered hereby.
(3) The registration fee has been calculated pursuant to Rule 457(h) of
the Act as follows: one-twenty-ninth of one percent of $7,200,000,
the aggregate exercise price of the options which are exercisable into
the 800,000 shares of Common Stock registered hereby.
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<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by Lewis Galoob Toys, Inc., a
Delaware corporation (the "Registrant"), with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993 (the "1993 Form 10-K"), which is the Registrant's
latest Annual Report on Form 10-K filed pursuant to Section 13(a) or
15(d) of the Exchange Act and which contains audited financial
statements for the Registrant's latest fiscal year for which a Form
10-K was required to have been filed.
(b) The Registrant's Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1993.
(c) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1994, June 30, 1994 and September 30, 1994.
(d) The description of the Registrant's common stock, par value $.01 per
share (the "Common Stock"), which is contained in a registration
statement filed under Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
(e) The description of the Registrant's Preferred Stock Purchase Rights
("Rights") which is contained in a registration statement filed under
Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Section 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 have been
sold or which deregisters all 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities to be registered hereby will be passed upon for
the Registrant by Shereff, Friedman, Hoffman & Goodman, LLP ("Shereff").
Martin Nussbaum, a partner in such firm, is a director of the Registrant and
serves as Chairman of the Executive Committee and the Nominating Committee of
the Board of Directors and a member of the Compensation Committee and the
Finance Committee of the Board of Directors. Mr. Nussbaum beneficially owns
7,473 shares of Common Stock which may be acquired upon exercise of warrants.
As compensation for Mr. Nussbaum's service as Chairman of the Executive
Committee of the Board of Directors, since August 1991, Mr. Nussbaum has
received a fee of $15,000 per month. Commencing October 1993, such fee
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<PAGE> 4
was reduced to $10,000 per month. Mr. Nussbaum is also reimbursed by the
Registrant for out-of-pocket expenses incurred by him as Chairman of the
Executive Committee. In connection with Mr. Nussbaum's service as Chairman of
the Executive Committee, on December 11, 1991, the Registrant issued to Shereff
a five-year warrant to purchase 25,000 shares of the Registrant's Common Stock
at a purchase price of $4.375, equal to the fair market value of the Common
Stock on such date. Mr. Nussbaum disclaims beneficial ownership of 22,527 of
such shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
The indemnification of officers and directors of the Registrant is governed
by Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL"). Among other things, the DGCL permits indemnification of a director,
officer, employee or agent in civil, criminal, administrative or investigative
actions, suits or proceedings (other than an action by or in the right of the
corporation) to which such person was or is a party or is threatened to be made
a party by reason of the fact of such relationship with the corporation or the
fact that such person is or was serving in a similar capacity with another
entity at the request of the corporation against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, he had no
reasonable cause to believe his conduct was unlawful.
Indemnification in a suit by or in the right of the corporation is
permitted if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, but
no indemnification may be made in such suit to any person adjudged to be liable
to the corporation unless and only to the extent that the Delaware Court of
Chancery or the court in which the action was brought determines that, despite
the adjudication of liability, such person is under all circumstances, fairly
and reasonably entitled to indemnity for such expenses which such court shall
deem proper.
Under the DGCL, to the extent that a director, officer, employee or agent
is successful, on the merits or otherwise, in the defense of any action, suit
or proceeding or any claim, issue or matter therein (whether or not the suit is
brought by or in the right of the corporation), he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him.
In all cases in which indemnification is permitted (unless ordered by a court),
it may be made by the corporation only as authorized in the specific case upon
a determination that the applicable standard of conduct has been met by the
party to be indemnified. The determination must be made by a majority vote of
a quorum consisting of the directors who were not parties to the action, or if
such a quorum is not obtainable, or even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or by the stockholders. The statute authorizes the corporation to pay
expenses incurred by an officer or director in advance of a final disposition
of a proceeding upon receipt of an undertaking, by or on behalf of the person
to whom the advance will be made, to repay the advance if it shall ultimately
be determined that he was not entitled to indemnification.
The DGCL provides that indemnification and advances of expenses permitted
thereunder are not to be exclusive of any rights to which those seeking
indemnification or advancement of expenses may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors, or otherwise. The
DGCL also authorizes a corporation to purchase and maintain liability insurance
on behalf of its directors, officers, employees and agents regardless of
whether the corporation would have the statutory power to indemnify such person
against the liabilities insured.
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<PAGE> 5
The Certificate of Incorporation of the Registrant (the "Certificate")
provides that no director shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for breach of the director's duty of loyalty to the
Registrant or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) under
Section 174 of the DGCL or (iv) for any transaction from which the director
derived an improper personal benefit.
The Certificate provides that directors, officers and others shall be
indemnified to the full extent authorized by the DGCL, as in effect (or, to the
extent indemnification is broadened, as it may be amended), against all
expense, liability or loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred by such person in connection therewith. The Certificate
further provides that rights conferred thereby shall be contract rights and
shall include the right to be paid by the Registrant the expenses incurred in
defending an action, suit or proceeding in advance of its final disposition,
provided that, if the DGCL so requires, such payment shall only be made upon
delivery to the Registrant by the indemnified party of an undertaking to repay
all amounts so advanced if it shall ultimately be determined that the person
receiving such payments is not entitled to be indemnified.
The Certificate provides that persons indemnified may bring suit against
the Registrant to recover unpaid amounts claimed thereunder, and that if such
suit is successful, the expense of bringing such suit shall be reimbursed by
the Registrant. The Certificate further provides that while it is a defense to
such a suit that the person claiming indemnification has not met the applicable
standards of conduct making indemnification permissible under Delaware law, the
burden of proving the defense shall be on the Registrant and neither the
failure of the Registrant's Board of Directors to have made a determination
that indemnification is proper, nor an actual determination by the Registrant
that the claimant has not met the applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not met the
applicable standard of conduct.
The Certificate provides that the right to indemnification and the payment
of expenses incurred in defending a proceeding in advance of its final
disposition shall not be exclusive of any other right which any person may have
or acquire under any statute, provision of the Registrant's Certificate or
By-laws, or otherwise. Finally, the Certificate provides that the Registrant
may maintain insurance, at its expense, to protect itself and any of its
directors, officers, employees or agents against any expense, liability or
loss, whether or not the Registrant would have the power to indemnify such
person against such expense, liability or loss under Delaware law.
The Registrant maintains directors' and officers' liability and company
reimbursement insurance policies in the aggregate amount of $10,000,000 which,
among other things (i) provides for payment on behalf of its officers and
directors against loss as defined in the policy stemming from acts committed by
directors and officers in their capacities as such and (ii) provides for
payment on behalf of the Registrant against such loss, but only when the
Registrant shall be required or permitted to indemnify the directors or
officers for such loss. The policy does not cover loss from claims made
against insured directors or officers arising within certain specified
circumstances, including losses arising from specified categories of
misconduct.
So long as the Registrant meets the securities ownership and other tests
set forth in Section 2115 of the California General Corporation Code, Section
317 of such Code provides that all corporations have the power to indemnify any
person who was or is a party to any proceeding (other than an action by or in
the right of the corporation to procure a judgment in its favor) by reason of
the fact that such person is or was an agent of the corporation, against
expenses, judgments, fines,
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<PAGE> 6
settlements, and other amounts actually and reasonably incurred in connection
with such proceeding "if that person acted in good faith and in a manner the
person reasonably believed to be in the best interests of the corporation and,
in the case of a criminal proceeding, had no reasonable cause to believe that
conduct of the person was unlawful" and against expenses actually and
reasonably incurred by such person in connection with the defense or settlement
of any action by or in the right of the corporation to procure a judgment in
its favor "if the person acted in good faith, in a manner the person believed
to be in the best interests of the corporation and its shareholders." Except
in cases where the agent being indemnified has been successful on the merits in
defense of any proceeding referred to, indemnification is proper only if it is
determined that the agent has met the applicable standards quoted above by (1)
majority vote of a quorum consisting of directors who are or were not parties
to such proceedings or, if such a quorum of directors is not obtainable, by
independent legal counsel in a written opinion, (2) approval of the
shareholders of the corporation, with the shares owned by the indemnified
person not being entitled to vote, or (3) the approval of the court in which
such proceeding is, or was, pending.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
Exhibit Number. Description.
- -------------- -----------
<S> <C>
4.1 Certificate of Incorporation. (Incorporated by reference to Exhibit 3.1 to the Registrant's Amendment
No. 1 on Form 8 to the Registration Statement on Form 8-B, filed with the Commission on January 11, 1988
(the "Amendment No. 1 to the Form 8-B").)
4.2 Bylaws. (Incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Form 8-B.)
4.3 Form of Certificate for Shares of Common Stock of the Registrant. (Incorporated by reference to Exhibit
4.1 to the Registrant's Registration Statement on Form S-3, Registration No. 33-33640, filed with the
Commission on February 26, 1990 (the "Form S-3").)
4.4 Form of Certificate of Designations of the Registrant's Series A Preferred Stock. (Incorporated by
reference to Exhibit 2.2 to the Registrant's Registration Statement on Form 8-A, filed with the Commission
on January 23, 1990 (the "January 23, 1990 Form 8-A").)
4.5 Form of Rights Agreement, dated as of January 17, 1990, between the Registrant and Continental Stock
Transfer & Trust Company, as Rights Agent. (Incorporated by Reference to Exhibit 2.1 to the January 23,
1990 Form 8-A).
4.6 1994 Senior Management Stock Option Plan of the Registrant and related form of Stock Option Agreement.
</TABLE>
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<PAGE> 7
<TABLE>
<S> <C>
5 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.
23.1 Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included in Exhibit 5).
23.2 Consent of Price Waterhouse, LLP.
24 Power of Attorney.
</TABLE>
Item 9. Undertakings.
The 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 Act; (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; (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
(1)(i) and (1) (ii) do not apply if the Registration Statement is on Form S-3
or Form S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Act, 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.
The Registrant hereby undertakes that, for purposes of determining any
liability under the 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 any employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) 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 Act 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 of
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<PAGE> 8
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> 9
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 South San Francisco, State of California on
this 28th day of October, 1994.
LEWIS GALOOB TOYS, INC.
By: /s/ MARK GOLDMAN
-----------------------------
Mark Goldman
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 on behalf of
the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ MARK GOLDMAN President and Chief October 28, 1994
-------------------------------------- Executive Officer
Mark Goldman
* Director October 28, 1994
--------------------------------------
Andrew J. Cavanaugh
* Director October 28, 1994
--------------------------------------
Paul A. Gliebe, Jr.
* Director October 28, 1994
--------------------------------------
Scott R. Heldfond
* Director October 28, 1994
---------------------------------------
Hoffer Kaback
* Director October 28, 1994
---------------------------------------
S. Lee Kling
* Director October 28, 1994
--------------------------------------
Roger Kowalsky
</TABLE>
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<PAGE> 10
<TABLE>
<S> <C> <C>
* Director October 28, 1994
---------------------------------------
Martin Nussbaum
* Director October 28, 1994
---------------------------------------
George Riordan
/s/ MARK C. SHEPHERD Senior Vice President, October 28, 1994
--------------------------------------- Finance and Chief
Mark C. Shepherd Financial Officer
* By: /s/ MARK GOLDMAN
---------------------------------
Mark Goldman
Attorney-in-Fact
</TABLE>
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<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit Number. Description. Page Number.
-------------- ----------- -----------
<S> <C> <C>
4.1 Certificate of Incorporation. (Incorporated by reference to the N/A
Registrant's Amendment No. 1 on Form 8 to the Registration
Statement on Form 8-B, filed with the Commission on January 11,
1988 (the "Exhibit 3.1 to Amendment No. 1 to the Form 8-B").)
4.2 Bylaws. (Incorporated by reference to Exhibit 3.2 to Amendment N/A
No. 1 to the Form 8-B.)
4.3 Form of Certificate for Shares of Common Stock of the N/A
Registrant. (Incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-3, Registration
No. 33-33640, filed with the Commission on February 26, 1990
(the "Form S-3").)
4.4 Form of Certificate of Designations of the Registrant's Series A N/A
Preferred Stock. (Incorporated by reference to Exhibit 2.2 to
the Registrants's Registration Statement on Form 8-A, filed with
the Commission on January 23, 1990 (the "1990 Form 8-A").)
4.5 Form of Rights Agreement, dated as of January 17, 1990, between N/A
the Registrant and Continental Stock Transfer & Trust Company,
as Rights Agent. (Incorporated by reference to Exhibit 2.1 to
the 1990 Form 8-A).
4.6 1994 Senior Management Stock Option Plan of the Registrant and ----
related form of Stock Option Agreement.
5 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP. ----
23.1 Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included N/A
in Exhibit 5).
23.2 Consent of Price Waterhouse, LLP. ----
24 Power of Attorney. ----
</TABLE>
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<PAGE> 1
Exhibit 4.6
LEWIS GALOOB TOYS, INC.
1994 SENIOR MANAGEMENT STOCK OPTION PLAN
1. Purpose. The 1994 Senior Management Stock Option Plan (the
"Plan") of Lewis Galoob Toys, Inc., a Delaware corporation (the "Company"), is
designed to aid the Company and its subsidiaries in retaining and attracting
senior management of exceptional ability by enabling members of senior
management to purchase a proprietary interest in the Company and offering long-
term incentives to them, thereby stimulating in such individuals an increased
desire to render greater services which will contribute to the continued
long-term growth and success of the Company and its subsidiaries.
2. Amount and Source of Stock. The total number of shares of the
Company's common stock, par value $.01 per share (the "Shares"), which may be
the subject of options granted pursuant to the Plan shall be limited so that
the total number of Shares issued upon the exercise of options granted under
the Plan shall not exceed 800,000 Shares, subject to adjustment as provided in
paragraph 12. The total number of shares of the Company's Shares which may be
the subject of options granted pursuant to the Plan to any individual during
any fiscal year shall not exceed 350,000 Shares, subject to adjustment as
provided in paragraph 12. The options granted under the Plan will not be
"Incentive Stock Options" as defined under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), and the regulations (whether proposed,
temporary or final) promulgated thereunder. Such Shares may be reserved or
made available from the Company's authorized and unissued Shares or from Shares
reacquired and held in the Company's treasury. In the event that any option
granted hereunder shall terminate prior to its exercise in full for any reason,
then the Shares subject to such option shall be added to the Shares otherwise
available for issuance pursuant to the exercise of options under the Plan;
provided, however, that in the case of the termination of an option in the same
fiscal year that such option was granted (or for purposes of determining the
aggregate number of Shares which may be subject to options issued to any
individual under this Plan the termination of an option at any time), both the
terminated option and the newly granted option shall be counted in determining
whether the recipient has received the maximum number of options permitted
under the Plan.
3. Administration of the Plan. The Plan shall be administered by
a committee (the "Committee") of the Board of Directors of the Company (the
"Board") comprised of two or more members of the Board, selected by the Board,
all of which members shall be both "disinterested persons" as that term is
defined in Rule 16b-3(c)(2)(i) (or any successor provision) promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and
"outside directors" as defined for purposes of Section 162(m) of the Code. The
Committee is hereinafter sometimes referred to as the "Administrative Body."
The Administrative Body shall have full authority to interpret the
Plan, to establish and amend rules and regulations relating to it, to select
from among the eligible individuals
<PAGE> 2
those to whom options are to be granted, to determine the terms and provisions
of the respective option agreements (which need not be identical) and to make
all other determinations necessary or advisable for the administration of the
Plan. The date on which the Administrative Body adopts resolutions granting an
option to a specified individual shall constitute the date of grant of such
option (the "Date of Grant"); provided, however, that if the grant of an option
is made subject to the occurrence of a subsequent event (such as, for example,
the commencement of employment), the date on which such subsequent event occurs
shall be the Date of Grant. The adoption of any resolution granting an option
to a specified individual by the majority of the members of the Administrative
Body shall complete the necessary corporate action constituting the grant of
such option (or options, as the case may be) and an offer of Shares for sale to
such individual under the Plan.
4. Eligibility. All officers senior to the level of Vice
President shall be eligible to receive options hereunder. From time to time
the Administrative Body shall, in its sole discretion, within the applicable
limits of the Plan, select from among the eligible individuals those persons to
whom options shall be granted under the Plan, the number of Shares subject to
each option, and the exercise price, terms and conditions of any options to be
granted hereunder.
5. Option Price. The initial exercise price of the Shares
purchasable under any option granted pursuant to the Plan shall be not less
than 100% of the fair market value of the Shares subject to such option on the
Date of Grant. For purposes of the Plan, the "fair market value per share" of
the Shares on a given date shall be: (i) if the Shares are listed on a
registered securities exchange or quoted on the National Market System, the
closing price per share of the Shares on such date (or, if there was no trading
reported on such date, on the next preceding day on which there was trading
reported); (ii) if the Shares are not listed on a registered securities
exchange and not quoted on the National Market System, but the bid and asked
prices per share for the Shares are provided by NASDAQ, the National Quotation
Bureau Incorporated or any similar organization, the average of the closing bid
and asked price per share of the Shares on such date (or, if there was no
trading in the Shares on such date, on the next preceding day on which there
was trading) as provided by such organization; and (iii) if the Shares are not
traded on a registered securities exchange and not quoted on the National
Market System and the bid and asked price per share of the Shares are not
provided by NASDAQ, the National Quotation Bureau Incorporated or any similar
organization, solely as determined by the Administrative Body in good faith.
6. Vesting and Term of Option.
(a) Subject to subparagraph 12(b) hereof, options granted
to a participant hereunder shall vest as determined by the Administrative Body.
(b) Options granted hereunder shall be exercisable for a
period of ten (10) years from the Date of Grant.
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<PAGE> 3
(c) The grant of options by the Administrative Body shall
be effective as of the Date of Grant; provided, however, that no option granted
hereunder shall be exercisable unless and until this Plan has been approved by
the Company's stockholders and unless and until the holder has entered into an
individual option agreement with the Company that shall set forth the terms and
conditions of such option. Each such agreement shall expressly incorporate by
reference the provisions of this Plan (a copy of which shall be made available
for inspection by the optionee during normal business hours at the principal
office of the Company), and shall state that in the event of any inconsistency
between the provisions hereof and the provisions of such agreement, the
provisions of this Plan shall govern.
7. Exercise of Options. An option shall be exercised when
written notice of such exercise, signed by the person entitled to exercise the
option, has been delivered or transmitted by registered or certified mail to
the Secretary of the Company at its then principal office. Such notice shall
specify the number of Shares for which the option is being exercised and shall
be accompanied by (i) such documentation, if any, as may be required by the
Company as provided in subparagraph 13(b), and (ii) payment of the aggregate
option price. Subject to paragraphs 8 and 9 hereof, such payment shall be in
the form of (i) cash or a certified check (unless such certification is waived
by the Company) payable to the order of the Company in the amount of the
aggregate option price, (ii) certificates duly endorsed for transfer (with all
transfer taxes paid or provided for) evidencing a number of Shares of which the
aggregate fair market value on the date of exercise is equal to the aggregate
option exercise price of the Shares being purchased, or (iii) a combination of
these methods of payment. Delivery of such notice shall constitute an
irrevocable election to purchase the Shares specified in such notice, and the
date on which the Company receives the last of such notice, documentation and
the aggregate option exercise price for all of the shares covered by the notice
shall, subject to the provisions of paragraphs 8, 9 and 13 hereof, be the date
as of which the Shares so purchased shall be deemed to have been issued.
Subject to paragraph 9 hereof, the person entitled to exercise the option shall
not have the right or status as a holder of the Shares to which such exercise
relates prior to receipt by the Company of the payment, notice and
documentation expressly referred to in this paragraph 7.
8. Election To Have Shares Withheld.
(a) A holder of an option granted hereunder may elect to
deliver shares to the Company or have the Company withhold shares otherwise
issuable upon the exercise of an option in order to satisfy federal and state
withholding tax liability (a "share withholding election"), provided, (i) the
Board or, if so designated, the Committee, shall not have revoked its advance
approval of the holder's share withholding election and (ii) the share
withholding election is made on or prior to the date on which the amount of
withholding tax liability is determined (the "Tax Date"). Notwithstanding the
foregoing, a holder whose transactions in Common Stock are subject to Section
16(b) of the Exchange Act may make a share withholding election only if the
following additional conditions are met: (i) the withholding is made at least
six months after the Date of Grant and (ii) either (x) the share
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<PAGE> 4
withholding election is irrevocably made at least six months in advance of the
withholding or (y) the share withholding election and the share withholding
take place during the period beginning on the third business day following the
date of release of the Company's quarterly or annual financial results and
ending on the twelfth business day following such date.
(b) A share withholding election shall be deemed made
when written notice of such election, signed by the holder, has been hand
delivered or transmitted by registered or certified mail to the Secretary of
the Company at its then principal office. Delivery of said notice shall
constitute an irrevocable election to have Shares withheld.
(c) Upon exercise of an option by a holder, the Company
shall transfer the total number of Shares subject to the option to the holder
on the date of exercise; provided, however, that pursuant to subparagraph (d)
below, the holder will be unconditionally obligated to tender shares back to
the Company.
(d) If a holder has made a share withholding election
pursuant to this paragraph 8; and (i) within thirty (30) days of the date of
exercise of the option, the holder elects pursuant to the provisions of Section
83(b) of the Code to be subject to withholding tax on the date of exercise of
his option, then such holder will be unconditionally obligated to immediately
tender back to the Company the number of Shares having an aggregate fair market
value (as determined in good faith by the Board or, if so designated, the
Committee), equal to the amount of tax required to be withheld plus cash for
any fractional amount, together with written notice to the Company informing
the Company of the holder's election pursuant to Section 83(b) of the Code; or
(ii) if the holder has not made an election pursuant to the provisions of
Section 83(b) of the Code, then on the Tax Date such holder will be
unconditionally obligated to tender back to the Company the number of Shares
having an aggregate fair market value (as determined in good faith by the Board
or, if so designated, the Committee) equal to the amount of tax required to be
withheld plus cash for any fraction amount.
9. Loans. Anything in paragraph 7 to the contrary
notwithstanding, the making of a loan by the Company to an optionee for the
purpose of fully or partially exercising an option granted hereunder shall be
permissible, and the application of the proceeds of any such loan to such
exercise shall not be construed to contravene the requirement that payment of
the aggregate option price be made upon exercise of an option. Stockholder
approval of this Plan constitutes approval of all such loans which the
Administrative Body may in its sole discretion hereafter determine to make for
the express purpose of permitting the exercise of an option granted hereunder.
10. Exercise and Cancellation of Options Under Termination of
Employment or Death. Except as set forth below, if a holder shall voluntarily
or involuntarily not continue to serve as an employee of the Company or its
subsidiaries, the option of such holder shall terminate upon the first day that
the holder is no longer such an employee (the "Termination Date"), regardless
of the expiration date specified in such option. If the termination of such
- 4 -
<PAGE> 5
service is due to retirement (as defined by the Administrative Body in its sole
discretion), the holder shall have the privilege of exercising any option that
the holder could have exercised on the Termination Date; provided, however,
that such exercise must be accomplished within the term of such option and
within three (3) months of the Termination Date. If the termination of such
service is due to disability (as defined by the Administrative Body in its sole
discretion), the holder (or his duly appointed guardian or conservator) shall
have the privilege of exercising any option that he could have exercised on the
Termination Date; provided, however, that such exercise must be accomplished
within the term of such option and within one (1) year of the Termination Date.
If the termination of such service is due to the death of the holder, the duly
appointed executor or administrator of his estate shall have the privilege at
any time of exercising any option that the holder could have exercised on the
Termination Date; provided, however, that such exercise must be accomplished
within the term of such option and within one (1) year of the Termination Date.
For all purposes of the Plan, an approved leave of absence shall not constitute
interruption or termination of service.
Nothing contained herein or in any option agreement shall be construed
to confer on any option holder any right to continue as an officer or employee
of the Company or of any subsidiary of the Company or derogate from any right
of the Company or any subsidiary of the Company to retire, request the
resignation of or discharge such option holder, or to lay off or require a
leave of absence of such option holder (with or without pay), at any time, with
or without cause.
11. Non-transferability of Options. No option granted under the
Plan shall be sold, pledged, assigned or transferred in any manner except to
the extent that options may be exercised by an executor or administrator as
provided in paragraph 10 hereof. An option may be exercised, during the
lifetime of the holder thereof, only by such holder or his duly appointed
guardian or conservator in the event of his disability.
12. Adjustments Upon Certain Events.
(a) If the outstanding Shares are subdivided,
consolidated, increased, decreased, changed into, or exchanged for a different
number or kind of shares or other securities of the Company through
reorganization, merger, recapitalization, reclassification, capital adjustment
or similar transaction, or if the Company shall issue additional Shares as a
dividend or pursuant to a stock split, then the number and kind of Shares
available for issuance pursuant to the exercise of options to be granted under
this Plan and all Shares subject to the unexercised portion of any option
theretofore granted and the exercise price of such options shall be adjusted on
a pro rata basis to prevent the inequitable enlargement or dilution of any
rights hereunder; provided, however, that any such adjustment in outstanding
options under the Plan shall be made without change in the aggregate exercise
price applicable to the unexercised portion of any such outstanding option.
Distributions to the Company's stockholders consisting of property other than
shares of Common Stock of the Company or its successor and distributions to
stockholders of rights to subscribe for Common Stock shall not result in the
adjustment of the Shares purchasable under outstanding
- 5 -
<PAGE> 6
options or the exercise price of outstanding options. Adjustments under this
paragraph shall be made by the Administrative Body, whose determination thereof
shall be conclusive and binding. Any fractional Share resulting from
adjustments pursuant to this paragraph shall be eliminated from any then
outstanding option. Nothing contained herein or in any option agreement shall
be construed to affect in any way the right or power of the Company to make or
become a party to any adjustments, reclassifications, reorganizations or
changes in its capital or business structure or to merge, consolidate,
dissolve, liquidate or otherwise transfer all or any part of its business or
assets.
(b) In the event of the dissolution or liquidation of the
Company or in the event of a change in control of the Company, the holder of
any option theretofore granted under this Plan shall have the right immediately
prior to the record date for the determination of stockholders entitled to
participate in such change in control, dissolution or liquidation, to exercise
his option, in whole or in part, without regard to any installment provision
that may have been made part of the terms and conditions of such option. In
any such event, the Company will mail or cause to be mailed to each holder of
an option hereunder a notice specifying the date that is to be fixed as of
which all holders of record of the Shares shall be entitled to exchange their
Shares for securities, cash or other property issuable or deliverable pursuant
to such merger, consolidation, dissolution or liquidation. Such notice shall
be mailed at least ten (10) days prior to the date therein specified. The
shares issuable upon exercise hereunder shall not be subject to the provisions
of paragraph 14(a). For purposes of this paragraph, a "change in control" of
the Company shall be deemed to occur as of the date on which a person or entity
or group of persons or entities, acting in concert, shall, in a transaction in
which the Company is not a party, become the direct or indirect beneficial
owner (within the meaning of Rule 13d-3 of the Exchange Act, as amended from
time to time) of securities of the Company representing fifty-one percent (51%)
or more of the combined voting power of the issued and outstanding voting
securities of the Company.
13. General Restrictions.
(a) No option granted hereunder shall be exercisable if
the Company shall at any time determine that (i) the listing upon any
securities exchange, registration or qualification under any state or federal
law of any Shares otherwise deliverable upon such exercise, or (ii) the consent
or approval of any regulatory body or the satisfaction of withholding tax or
other withholding liabilities, is necessary or appropriate in connection with
such exercise. In any of the events referred to in clause (i) or clause (ii)
above, the exercisability of such options shall be suspended and shall not be
effective unless and until such withholding, listing, registration,
qualifications or approval shall have been effected or obtained free of any
conditions not acceptable to the Company in its sole discretion,
notwithstanding any termination of any option or any portion of any option
during the period when exercisability has been suspended.
(b) The Administrative Body may require, as a condition
to the right to exercise an option, that the Company receive from the option
holder, at the time of any such
- 6 -
<PAGE> 7
exercise, representations, warranties and agreements to the effect that the
Shares are being purchased by the option holder for investment only and without
any present intention to sell or otherwise distribute such Shares and that the
option holder will not dispose of such Shares in transactions which, in the
opinion of counsel to the Company, would violate the registration provisions of
the Securities Act of 1933, as then amended, and the rules and regulations
thereunder. The certificates issued to evidence such Shares shall bear
appropriate legends summarizing such restrictions on the disposition thereof.
14. Restrictions on Transfers of Shares; Repurchase by the Company.
(a) Except as set forth in paragraph 12(b), without the
prior written consent of the Company, the individual exercising an option
hereunder shall not sell, transfer, pledge, hypothecate or otherwise dispose
of any Shares acquired upon the exercise of options hereunder or any interest
in any such Shares within seven months following the date of such exercise.
In the event that during the first six months of such period the option holder
shall, for any reason (other than death), cease to be an employee of the
Company or its subsidiaries, then forthwith upon the occurrence of such event,
the Company shall have the right for the duration of such six-month period to
repurchase from the option holder, and upon the exercise of such right, the
option holder shall be required to sell to the Company, all such Shares owned
by him which are then subject to restriction under this subparagraph 14(a) for
a price equal to the aggregate exercise price paid for such Shares. The
Company may exercise its right to repurchase shares by mailing a notice of
exercise to the option holder prior to the expiration of the Company's
repurchase right. In the event the Company repurchases such Shares, the
certificate or certificates evidencing such Shares shall forthwith be delivered
to the Company against full payment of the sum of (i) an amount of money in the
form of cash or check equal to the amount, if any, paid by the optionee in cash
or check as payment of the exercise price, and (ii) a number of Shares equal to
the number of Shares, if any, paid by the optionee as payment of the exercise
price, without regard to the then fair market value of such Shares. In the
event the Company made a loan to such optionee for the purpose of fully or
partially exercising such option, the Company shall return to the optionee any
note made by the optionee to the Company and/or its order to evidence his
indebtedness to the Company for such loan.
(b) The certificate or certificates delivered to
individuals who exercise options hereunder to evidence Shares acquired upon
any exercise of an option (as provided in paragraph 7 hereof) shall bear, in
addition to any restrictive legend required by subparagraph 13(b) hereof, a
legend summarizing the restrictions set forth in subparagraph (a) of this
paragraph 14.
(c) In the event of the death of an option holder, all
restrictions set forth in subparagraph (a) and provided for in subparagraph (b)
of this paragraph shall terminate forthwith with respect to any and all Shares
owned by such holder at the date of his death, but neither the termination of
such restrictions upon the death of the holder nor any lapse of restrictions
upon the expiration of any period specified in subparagraph 14(a) hereof shall
- 7 -
<PAGE> 8
affect the obligations of the holder (or his executor or administrator) to
comply with the requirements of subparagraph 13(b) hereof in connection with
any sale or other disposition of any such Shares.
(d) Anything in the Plan to the contrary notwithstanding,
the Administrative Body shall have the power, in its discretion, to reduce or
eliminate the period of time during which the transfer of a holder's Shares is
restricted under, and/or to eliminate or modify in the holder's favor the
Company's right to repurchase Shares pursuant to this paragraph 14, whether
before or after any option is granted or exercised hereunder.
15. Exchange of Options. The Administrative Body shall have the
right to grant options hereunder that are granted subject to the condition that
the grantee shall agree with the Company to terminate all or a portion of
another option or options previously granted under the Plan. The Shares that
had been issuable pursuant to the exercise of the option terminated in the
exchange of options shall, upon such termination, again become available for
issuance pursuant to the exercise of options under the Plan; provided, however,
that, in the case of the termination of an option in the same fiscal year that
such option was granted (or for purposes of determining the aggregate number of
Shares which may be subject to options issued to any individual under this Plan
the termination of an option at any time), both the terminated option and the
newly granted option shall be counted in determining whether the recipient has
received the maximum number of options permitted under the Plan.
16. Provision of Information to Optionees. The Company shall
furnish annually to each optionee while his or her option remains in effect and
not fully exercised, copies of all annual and quarterly reports filed by the
Company with the Securities and Exchange Commission during such period, or, if
no such reports are required to be so filed, copies of all annual and other
periodic reports provided by the Company to its stockholders generally.
17. Amendment. The Board shall have full authority to amend the
Plan; provided, however, that any amendment that (i) increases the total number
of Shares that may be subject to stock options granted (in the aggregate or to
any officer) under the Plan, (ii) expands the class of individuals eligible to
receive options under the Plan or (iii) increases the period during which
options may be granted or the permissible term of options under the Plan shall
only be adopted by the Board subject to stockholder approval. No amendment to
the Plan shall, without the consent of the holder of an existing option,
materially and adversely affect his rights under any option.
18. Termination. Unless the Plan shall theretofore have been
terminated as provided hereinafter and in Section 19 hereof, the Plan shall
terminate on January 26, 2004, and no options under the Plan shall thereafter
be granted; provided, however, that the Board may at any time, in its sole
discretion, terminate the Plan prior to the foregoing date. No termination of
the Plan by the Board shall, without the consent of the holder of an existing
option, materially and adversely affect his rights under such option.
- 8 -
<PAGE> 9
19. Stockholder Approval. The Plan shall be submitted to the
stockholders of the Company not later than at the 1994 Annual Meeting of the
Company's stockholders. Any options granted hereunder prior to such
stockholder approval shall not be exercisable unless and until such approval is
obtained. If such approval is not obtained by such date, the Plan and any
options granted hereunder shall terminate.
- 9 -
<PAGE> 1
Exhibit 5
[SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP LETTERHEAD]
November 22, 1994
Lewis Galoob Toys, Inc.
500 Forbes Boulevard
South San Francisco, California 94080
Dear Sirs:
Lewis Galoob Toys, Inc., a Delaware corporation (the "Company"),
intends to transmit for filing with the Securities and Exchange Commission a
registration statement under the Securities Act of 1933, as amended, on Form
S-8 (the "Registration Statement") which relates to 800,000 shares of the
Company's common stock, par value $.01 per share (the "Shares"), which are
being offered pursuant to the Company's 1994 Senior Management Stock Option
Plan (the "Plan") and the related Preferred Stock Purchase Rights (the
"Rights") to be issued in connection with the issuance of the Shares pursuant
to the Rights Agreement, dated January 17, 1990, by and between the Company and
Continental Stock Transfer & Trust Company, as Rights Agent (the "Rights
Agreement"). This opinion is an exhibit to the Registration Statement.
We have acted as counsel to the Company in connection with the
proposed offer and sale of the Shares and related Rights as contemplated by the
Registration Statement. However, we are not general counsel to the Company and
would not ordinarily be familiar with or aware of matters relating to the
Company unless they are brought to our attention by representatives of the
Company. We note further that Martin Nussbaum, a member of this firm, has been
a director of the Company since 1985 and is the beneficial owner of 7,473
shares of common stock, par value $.01 per share, of the Company ("Common
Stock") (and disclaims beneficial ownership of 22,527 shares of Common Stock
issuable upon exercise of a warrant issued to this firm by the Company in
connection with Mr. Nussbaum's services as Chairman of the Executive Committee
of the Board of Directors).
We have examined copies (in each case signed, certified or otherwise
proved to our satisfaction) of the Company's Certificate of Incorporation, its
By-Laws as presently in effect,
<PAGE> 2
Lewis Galoob Toys, Inc.
November 22, 1994
Page 2
minutes and other instruments evidencing actions taken by its directors and
stockholders, and such other documents and instruments relating to the Company
and the proposed offering as we have deemed necessary under the circumstances.
In our examination of all such agreements, documents, certificates and
instruments, we have assumed the genuineness of all signatures and the
authenticity of all agreements, documents, certificates and instruments
submitted to us as originals and the conformity with the originals of all
agreements, instruments, documents and certificates submitted to us as copies.
Insofar as this opinion relates to securities to be issued in the future, we
have assumed that all applicable laws, rules and regulations in effect at the
time of such issuance are the same as such laws, rules and regulations in
effect as of the date hereof.
We note that we are members of the Bar of the State of New York and
that we are not admitted to the Bar of the State of Delaware. To the extent
that the opinion expressed herein involves the law of the State of Delaware,
our opinion is based solely upon our reading of the General Corporation Law of
the State of Delaware as reported by Prentice-Hall Legal and Financial
Services.
Based on the foregoing, and subject to and in reliance on the accuracy
and completeness of the information relevant thereto provided to us, it is our
opinion that:
1. The Company is duly incorporated under the laws of the State
of Delaware and has an authorized capital stock consisting of
50,000,000 shares of common stock, par value $.01 per share,
and 1,000,000 shares of preferred stock, par value $1.00 per
share.
2. The Shares to be issued upon the exercise of options issued
pursuant to the Plan have been duly authorized, and (subject
to the effectiveness of the Registration Statement and
compliance with applicable state securities laws), when issued
and paid for in accordance with the terms of the Plan, will be
legally and validly issued, fully paid and non-assessable.
3. The Rights to be issued in connection with the issuance of the
Shares pursuant to the Rights
<PAGE> 3
Lewis Galoob Toys, Inc.
November 22, 1994
Page 3
Agreement have been duly authorized, and (subject to the
effectiveness of the Registration Statement and compliance
with applicable state securities laws), when issued in
accordance with the terms of the Rights Plan, will be legally
and validly issued.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and as an exhibit to any filing made by the Company
under the securities or "Blue Sky" laws of any state.
This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted or otherwise
relied upon for any other purposes, except as expressly provided in the
preceding paragraph.
Very truly yours,
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
-----------------------------------------
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
SFH&G:CIW:DSR:AMF
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 14, 1994, which appears on
page F-1 of Lewis Galoob Toys, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1993.
PRICE WATERHOUSE LLP
- --------------------
PRICE WATERHOUSE LLP
San Francisco, California
November 18, 1994
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director of
Lewis Galoob Toys, Inc., a Delaware corporation, constitutes and appoints
Messrs. Mark Goldman and Martin Nussbaum and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign his name to the Registration Statement to which this power
of attorney is filed as an exhibit, and any and all amendments to this
Registration Statement (including post-effective amendments), and to file the
same, with all exhibits thereto, and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person hereby ratifying and confirming all that attorneys-in-fact and agents,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as
of October 28, 1994.
By: /s/ ANDREW J. CAVANAUGH
----------------------------
Andrew J. Cavanaugh
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director of
Lewis Galoob Toys, Inc., a Delaware corporation, constitutes and appoints
Messrs. Mark Goldman and Martin Nussbaum and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign his name to the Registration Statement to which this power
of attorney is filed as an exhibit, and any and all amendments to this
Registration Statement (including post-effective amendments), and to file the
same, with all exhibits thereto, and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person hereby ratifying and confirming all that attorneys-in-fact and agents,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as
of October 28, 1994.
By: /s/ PAUL A. GLIEBE, JR.
------------------------------
Paul A. Gliebe, Jr.
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director of
Lewis Galoob Toys, Inc., a Delaware corporation, constitutes and appoints
Messrs. Mark Goldman and Martin Nussbaum and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign his name to the Registration Statement to which this power
of attorney is filed as an exhibit, and any and all amendments to this
Registration Statement (including post-effective amendments), and to file the
same, with all exhibits thereto, and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person hereby ratifying and confirming all that attorneys-in-fact and agents,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as
of October 28, 1994.
By: /s/ MARK GOLDMAN
-------------------------
Mark Goldman
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director of
Lewis Galoob Toys, Inc., a Delaware corporation, constitutes and appoints
Messrs. Mark Goldman and Martin Nussbaum and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign his name to the Registration Statement to which this power
of attorney is filed as an exhibit, and any and all amendments to this
Registration Statement (including post-effective amendments), and to file the
same, with all exhibits thereto, and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person hereby ratifying and confirming all that attorneys-in-fact and agents,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as
of October 28, 1994.
By: /s/ SCOTT R. HELDFOND
-------------------------
Scott R. Heldfond
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director of
Lewis Galoob Toys, Inc., a Delaware corporation, constitutes and appoints
Messrs. Mark Goldman and Martin Nussbaum and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign his name to the Registration Statement to which this power
of attorney is filed as an exhibit, and any and all amendments to this
Registration Statement (including post-effective amendments), and to file the
same, with all exhibits thereto, and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person hereby ratifying and confirming all that attorneys-in-fact and agents,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as
of October 28, 1994.
By: /s/ HOFFER KABACK
-------------------------
Hoffer Kaback
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director of
Lewis Galoob Toys, Inc., a Delaware corporation, constitutes and appoints
Messrs. Mark Goldman and Martin Nussbaum and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign his name to the Registration Statement to which this power
of attorney is filed as an exhibit, and any and all amendments to this
Registration Statement (including post-effective amendments), and to file the
same, with all exhibits thereto, and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person hereby ratifying and confirming all that attorneys-in-fact and agents,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as
of October 28, 1994.
By: /s/ S. LEE KLING
-------------------------
S. Lee Kling
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director of
Lewis Galoob Toys, Inc., a Delaware corporation, constitutes and appoints
Messrs. Mark Goldman and Martin Nussbaum and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign his name to the Registration Statement to which this power
of attorney is filed as an exhibit, and any and all amendments to this
Registration Statement (including post-effective amendments), and to file the
same, with all exhibits thereto, and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person hereby ratifying and confirming all that attorneys-in-fact and agents,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as
of October 28, 1994.
By: /s/ ROGER KOWALSKY
-------------------------
Roger Kowalsky
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director of
Lewis Galoob Toys, Inc., a Delaware corporation, constitutes and appoints
Messrs. Mark Goldman and Martin Nussbaum and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign his name to the Registration Statement to which this power
of attorney is filed as an exhibit, and any and all amendments to this
Registration Statement (including post-effective amendments), and to file the
same, with all exhibits thereto, and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person hereby ratifying and confirming all that attorneys-in-fact and agents,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as
of October 28, 1994.
By: /s/ MARTIN NUSSBAUM
-------------------------
Martin Nussbaum
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director of
Lewis Galoob Toys, Inc., a Delaware corporation, constitutes and appoints
Messrs. Mark Goldman and Martin Nussbaum and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign his name to the Registration Statement to which this power
of attorney is filed as an exhibit, and any and all amendments to this
Registration Statement (including post-effective amendments), and to file the
same, with all exhibits thereto, and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person hereby ratifying and confirming all that attorneys-in-fact and agents,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as
of October 28, 1994.
By: /s/ GEORGE RIORDAN
-------------------------
George Riordan
