<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
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LEWIS GALOOB TOYS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 94-1716574
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
</TABLE>
500 FORBES BOULEVARD
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(Address of Principal Executive Offices) (Zip Code)
----------------------------------
LEWIS GALOOB TOYS, INC.
AMENDED AND RESTATED 1984 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
----------------------------------
<TABLE>
<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 PROPOSED
AMOUNT MAXIMUM 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 250,000 shares $6.8125 $1,703,125 $587.28
$.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(c) and (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 average of the high
and low sales prices for shares of the shares of common stock, par
value $.01 per share (the "Common Shares"), of the Registrant on the
New York Stock Exchange Composite Transaction Tape ("NYSE") on
November 16, 1994.
(3) The Registration Fee has been calculated pursuant to Rule 457(c) and
(h) of the Act as follows: one-twenty-ninth of one percent of
$6.8125, the average of the high and low sales prices for the Common
Shares on the NYSE on November 16, 1994, multiplied by 250,000, the
number of Common Shares registered hereby.
- 2 -
<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 is 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,
- 5 -
<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 Amended and Restated 1984 Employee 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 Amended and Restated 1984 Employee 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.
AMENDED AND RESTATED 1984 EMPLOYEE STOCK OPTION PLAN
1. Purpose. The Amended and Restated 1984 Employee 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 personnel of exceptional ability by enabling such
personnel to purchase a proprietary interest in the Company, thereby
stimulating in such individuals an increased desire to render greater services
which will contribute to the continued growth and success of the Company and
its subsidiaries. Certain of the options to be granted under the Plan are
intended to satisfy the requirements for classifications as "Incentive Stock
Options" as defined in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"). For purposes of this Plan, the term "Plan ISO" shall
mean an option granted under the Plan which is intended to satisfy the
requirements for classification as an Incentive Stock Option, and the term
"Plan Non-ISO" shall mean an option granted under the Plan which is not
intended to, or which does not, satisfy such requirements.
2. Amount and Source of Stock. The total number of
shares of the Company's Common Stock (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 pursuant to the Plan
shall not exceed 1,589,997 subject to adjustment as provided in paragraph 11.
The total number of Shares which may be the subject of option granted to any
individual during any fiscal year shall be limited so that the total number of
Shares issued upon the exercise of such options shall not exceed 250,000,
subject to adjustment as provided in paragraph 11. 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 three 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(d)(3) (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
<PAGE> 2
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 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. Such resolutions shall also specify whether the option is or is not
intended to qualify as a Plan ISO; provided, however, that in the event no such
specification is made in such resolutions, the Administrative Body shall be
deemed to have specified that such option is intended to qualify as a Plan ISO;
provided further, however, that in the event that such specification, whether
explicit or implicit, is inconsistent with terms set forth in such resolutions
for such option, then such specification shall be deemed of no force and
effect, and the Administrative Body shall be deemed to have made a
specification which is consistent with such terms. The adoption of any such
resolution 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 and employees of the
Company and all officers and employees of any subsidiary of the Company, as
determined by the Administrative Body, shall be eligible to receive options
hereunder; provided, however, that no option shall be granted hereunder to any
person who, together with his spouse, children and trusts and custodial
accounts for their benefit, at the time of the grant of such option, owns,
within the meaning of Section 424(d) of the Code, Shares possessing more than
ten percent (10%) of the total combined voting power of all of the outstanding
stock of the Company (a "Ten Percent Stockholder"), unless the option granted
to the Ten Percent Stockholder satisfies the additional conditions for options
granted to Ten Percent Stockholders set forth in subparagraphs 5(a) and 6(a).
For purposes of the Plan, a subsidiary shall mean any "subsidiary corporation"
as defined in Section 424(f) of the Code or, with respect to any Plan Non-ISO,
any partnership or non-corporate joint venture of which the Company or any
subsidiary of the Company is a general partner or joint venturer. 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.
2
<PAGE> 3
5. Option Price; Maximum Grant.
(a) The exercise price for the Shares purchasable
under any option granted pursuant to the Plan shall not be less than 100% or,
in the case of an option granted to a Ten Percent Stockholder, 110% of the fair
market value per share of the Shares subject to option under the Plan at the
Date of Grant, solely as determined by the Administrative Body in good faith.
The exercise price for options granted pursuant to the Plan shall be subject to
adjustment as provided in paragraph 11. 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, as determined by the Administrative Body in good faith.
(b) To the extent necessary for Plan ISOs to
qualify as Incentive Stock Options, the aggregate fair market value, determined
as of the Date of Grant, of the Shares subject to options which may first
become exercisable by an individual in any calendar year, under this Plan and
all other stock option plans of the Company and of any parent or subsidiary of
the Company pursuant to which Incentive Stock Options may be granted, shall not
exceed $100,000.
6. Term of Option. (a) Subject to the provisions of
the Plan, the Administrative Body shall have absolute discretion in determining
the period during which the rate at which and the terms and conditions upon
which any option granted hereunder may be exercised, and whether any option
exercisable in installments is to be exercisable on a cumulative or
non-cumulative basis; provided, however, that no option granted hereunder shall
be exercisable for a period exceeding ten (10) years or, in the case of an
option granted to a Ten Percent Stockholder, five (5) years from the Date of
Grant.
(b) 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 the holder shall
enter 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
3
<PAGE> 4
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 12(b) and (ii) payment of the aggregate
option price. 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 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 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 and 12 hereof, be the date as of
which the Shares so purchased shall be deemed to have been issued. Subject to
paragraph 8 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. 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.
9. Exercise and Cancellation of Options Upon 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 an employee (the "Termination Date"),
regardless of the expiration date specified in such option. If the termination
of such 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 (within the meaning of such term under
Section 22(e)(3) of the Code), he (or his duly appointed guardian or
conservator)
4
<PAGE> 5
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 terms 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 holder (with or without pay), at any time, with or
without cause.
10. 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 9 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.
11. 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 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 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.
5
<PAGE> 6
(b) In the event of the dissolution or
liquidation of the Company, or in the event of a merger or consolidation in
which (1) the Company is not the surviving corporation and (2) the agreements
governing such merger or consolidation do not provide for the issuance of
Substitute Options (as hereinafter defined) in lieu of the options granted
hereunder or for the express assumption of such outstanding options by the
surviving corporation, 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 merger,
consolidation, 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; provided, however, that any
conditions precedent to such exercise set forth in any resolution of the
Administrative Body in granting any such options or set forth in any option
agreement granted under this Plan, other than the passage of time, have been
satisfied. 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. In the event any then outstanding option is not exercised in its
entirety on or prior to the date specified therein, all remaining outstanding
options granted hereunder and any and all rights thereunder shall terminate as
of such date. For purposes of this subparagraph 11(b), a Substitute Option
shall mean an option under which the holder of an option has the right to
purchase on substantially equivalent terms (as hereinafter defined) (in lieu of
Shares), the stock, securities or other property he would have been entitled to
receive under the consummation of such merger or consolidation had he exercised
the option immediately prior thereto. For purposes of the preceding sentence,
"substantially equivalent terms" shall be those terms given approval by the
Administrative Body in its sole discretion.
12. 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 the case of 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, qualification 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
6
<PAGE> 7
such exercise, representations, warranties and agreements to the effect that
the Shares are being purchased by the 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.
13. Restrictions on Transfers of Shares; Repurchase by the
Company.
(a) 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 officer or 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 13(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 in cash or check 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. In the event the optionee had paid the option
exercise price, in whole or in part, in Shares, then the Company shall delay
such repurchase until six (6) months and ten (10) days from the date the
optionee ceased to be an officer or employee of the Company or its
subsidiaries.
(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 12(b) hereof, a
legend summarizing the restrictions set forth in subparagraph (a) of this
paragraph 13.
(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
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<PAGE> 8
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 13(a) hereof shall affect the obligations
of the holder (or his executor or administrator) to comply with the
requirements of subparagraph 12(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 13, whether before or after any option is granted or exercised
hereunder.
14. 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 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.
15. 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.
16. Amendment. The Board shall have full authority to
amend the Plan; provided, however, that any amendment that (i) increases the
number of Shares that may be the subject of stock options granted (in the
aggregate or to any individual) under the Plan, (ii) expands the class of
individuals eligible to receive options under the Plan, (iii) increases the
period during which options may be granted or the permissible term of options
under the Plan or (iv) decreases the minimum exercise price of such options
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.
8
<PAGE> 9
17. Termination. Unless the Plan shall theretofore have
been terminated as hereinafter provided, the Plan shall terminate on April 20,
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.
18. Stockholder Approval. The Plan shall be submitted to
the stockholders of the Company for approval 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 on or after April 21, 1994, the date of approval by the
Directors of the amendment and restatement of the Plan, 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 250,000 shares of the Company's
common stock, par value $.01 per share (the "Shares"), which are being offered
pursuant to the Company's Amended and Restated 1984 Employee 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 23, 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 23, 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 be 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
