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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
JANEX INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
COLORADO 84-1034251
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2999 N. 44TH ST., SUITE 225, PHOENIX, AZ 85018 (602) 808-8765
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
--------------------------
JANEX INTERNATIONAL, INC.
2000 COMBINATION STOCK OPTION PLAN
(Full Title of Plan)
--------------------------
VINCENT W. GOETT, PRESIDENT
JANEX INTERNATIONAL, INC.
2999 N. 44TH ST., SUITE 225
PHOENIX, AZ 85018
(602) 808-8765
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
WITH A COPY TO:
JOHN G. NOSSIFF, JR., ESQ.
BROWN, RUDNICK, FREED & GESMER
ONE FINANCIAL CENTER, BOSTON, MASSACHUSETTS 02111
(617) 856-8200
--------------------------
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998 filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year
covered by the Registrant's Annual Report on Form 10-K
referred to in paragraph (a) above; and
(c) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A, as
amended (Registration No. 0-17929), filed under the Exchange
Act with the Securities and Exchange Commission on August 15,
1989.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and 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.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has provisions in its Articles of Incorporation which
limit the liability of its directors. As permitted by the Colorado Corporation
Code, directors will not be liable to the Registrant or its shareholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Registrant
or to its shareholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) for acts
specified under Section 7-108-403 (formerly Section 7-5-114) of the Colorado
Corporation Code, or (iv) for any transaction from which the director derived an
improper personal benefit.
The Registrant has also adopted provisions in its Articles of
Incorporation providing that the Registrant has the right and/or duty to
indemnify (i) a director of the Registrant to the extent provided by statute,
and (ii) any officer, employee, or agent of the Registrant who is not a director
to the extent
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provided by law, or to a greater extent if consistent with law and if provided
by resolution of the Registrant's shareholders or directors, or in a contract.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act") may be permitted to directors,
officers or controlling persons of the Registrant pursuant to the Registrant's
Articles of Incorporation, By-laws, or otherwise, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
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<CAPTION>
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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<S> <C>
4.1* Specimen Common Stock Certificate, filed as Exhibit 4.1 to the Company's Registration Statement
on Form S-1 (File No. 33-36261).
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4.2* Specimen Warrant Certificate, filed as Exhibit 4.2 to Amendment No. 2 to the Company's
Registration Statement on Form S-1 (File No. 33-26261).
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4.3* Form of Warrant Agreement, filed as Exhibit 4.3 to Amendment No. 2 to the Company's Registration
Statement on Form S-1 (File No. 33-26261).
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4.4* Settlement Warrant Agreement dated March 26, 1996 by and between the Company and Deco Disc
Industries, Inc., filed as Exhibit 4.10 to the Company's Form 10-KSB, for the fiscal year ended
December 31, 1995.
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4.5* Warrant Agreement dated April 19, 1996, by and between the Company and the Moore Trust, filed as
Exhibit 4.10 to Post-Effective Amendment No. 1 to the Company's Registration Statement dated
August 6, 1996 (File No. 33-87622).
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4.6* Warrant Agreement dated June 29, 1996, by and between the Company and Leslie Friedland, filed as
Exhibit 4.11 to Post-Effective Amendment No. 1 to the Company's Registration Statement dated
August 6, 1996 (File No. 33-87622).
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4.7* Warrant Agreement dated June 28, 1996, by and between the Company and Daniel Lesnick, filed as
Exhibit 4.12 to Post-Effective Amendment No. 1 to the Company's Registration Statement dated
August 6, 1996 (File No. 33-87622).
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5* Opinion of Brown, Rudnick, Freed & Gesmer, filed as Exhibit 5 to the Company's Registration
Statement on Form S-8 dated March 24, 2000 (File No. 333-33280).
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23.1* Consent of Brown, Rudnick, Freed & Gesmer (contained in its opinion filed as Exhibit 5 to the
Company's Registration Statement on Form S-8 dated March 24, 2000 (File No. 333-33280)).
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23.2* Consent of Ernst & Young LLP, independent auditors, filed as Exhibit 23.2 to the Company's
Registration Statement on Form S-8 dated March 24, 2000 (File No. 333-33280).
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23.3* Consent of BDO Seidman, LLP, independent auditors, filed as Exhibit 23.3 to the Company's
Registration Statement on Form S-8 dated March 24, 2000 (File No. 333-33280).
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24* Power of Attorney, filed as Exhibit 24 to the Company's Registration Statement on Form S-8
dated March 24, 2000 (File No. 333-33280).
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99.1* Janex International Inc. 2000 Combination Stock Option Plan, filed as Exhibit 99.1 to the
Company's Registration Statement on Form S-8 dated March 24, 2000 (File No. 333-33280).
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</TABLE>
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* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(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 this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if 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 Securities Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each 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 the 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the Registrant's Certificate of Incorporation, as
amended, By-Laws, 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 Securities 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
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director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Post-Effective Amendment No. 1 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Phoenix, Arizona, on March 28, 2000.
JANEX INTERNATIONAL, INC.
By: /S/ Vincent W. Goett
----------------------------
Vincent W. Goett, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ Vincent W. Goett Chairman of the Board, President March 28, 2000
- - --------------------- and Chief Executive Officer
Vincent W. Goett (Principal Executive Officer)
* Chief Financial Officer, Treasurer, March 28, 2000
- - -------------------- Secretary
Charles M. Foley (Principal Financial Officer)
* Director March 28, 2000
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Daniel Lesnick
*By: /s/ Vincent W. Goett
---------------------
Vincent W. Goett
Attorney-In-Fact
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EXHIBIT INDEX
<TABLE>
<CAPTION>
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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<S> <C>
4.1* Specimen Common Stock Certificate, filed as Exhibit 4.1 to the Company's Registration Statement
on Form S-1 (File No. 33-36261).
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4.2* Specimen Warrant Certificate, filed as Exhibit 4.2 to Amendment No. 2 to the Company's
Registration Statement on Form S-1 (File No. 33-26261).
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4.3* Form of Warrant Agreement, filed as Exhibit 4.3 to Amendment No. 2 to the Company's Registration
Statement on Form S-1 (File No. 33-26261).
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4.4* Settlement Warrant Agreement dated March 26, 1996 by and between the Company and Deco Disc
Industries, Inc., filed as Exhibit 4.10 to the Company's Form 10-KSB, for the fiscal year ended
December 31, 1995.
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4.5* Warrant Agreement dated April 19, 1996, by and between the Company and the Moore Trust, filed as
Exhibit 4.10 to Post-Effective Amendment No. 1 to the Company's Registration Statement dated
August 6, 1996 (File No. 33-87622).
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4.6* Warrant Agreement dated June 29, 1996, by and between the Company and Leslie Friedland, filed as
Exhibit 4.11 to Post-Effective Amendment No. 1 to the Company's Registration Statement dated
August 6, 1996 (File No. 33-87622).
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4.7* Warrant Agreement dated June 28, 1996, by and between the Company and Daniel Lesnick, filed as
Exhibit 4.12 to Post-Effective Amendment No. 1 to the Company's Registration Statement dated
August 6, 1996 (File No. 33-87622).
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5* Opinion of Brown, Rudnick, Freed & Gesmer, filed as Exhibit 5 to the Company's
Registration Statement on Form S-8 dated March 24, 2000 (File No. 333-33280).
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23.1* Consent of Brown, Rudnick, Freed & Gesmer (contained in its opinion filed as Exhibit 5 to the
Company's Registration Statement on Form S-8 dated March 24, 2000 (File No. 333-33280)).
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23.2* Consent of Ernst & Young LLP, independent auditors, filed as Exhibit 23.2 to the Company's
Registration Statement on Form S-8 dated March 24, 2000 (File No. 333-33280).
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23.3* Consent of BDO Seidman, LLP, independent auditors, filed as Exhibit 23.3 to the Company's
Registration Statement on Form S-8 dated March 24, 2000 (File No. 333-33280).
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24* Power of Attorney, filed as Exhibit 24 to the Company's Registration Statement on Form S-8
dated March 24, 2000 (File No. 333-33280) .
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99.1* Janex International Inc. 2000 Combination Stock Option Plan, filed as Exhibit 99.1 to the
Company's Registration Statement on Form S-8 dated March 24, 2000 (File No. 333-33280).
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</TABLE>
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
