<PAGE>
As filed with the Securities and ExchangeCommission on April 20, 1998.
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JUST TOYS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3677074
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
20 Livingstone Avenue
Dobbs Ferry, New York 10522
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED
1992 INCENTIVE
AND
NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
Barry Shapiro
Chief Executive Officer
Just Toys, Inc.
20 Livingstone Avenue
Dobbs Ferry, New York 10522
(Name and Address of Agent for Service)
(914) 674-8697
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Paul Lucido, Esq.
Shack & Siegel, P.C.
530 Fifth Avenue
New York, New York 10036
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum
Title of Securities Amount to be Offering Price Per Proposed Maximum Amount of
to be Registered Registered Share* Aggregate Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share 400,000 $.84375 $337,500 $99.57
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and 457(h) on the basis of the average of the high
and low prices reported on the Nasdaq National Market for the Registrant's
Common Stock on April 14, 1998.
If any of the securities being registered pursuant to this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended, check the following box. /X/
<PAGE>
EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E of Form S-8, the contents of the
Registrant's Registration Statement on Form S-8, Registration No. 33-69812
(the "Registration Statement") are hereby incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
All information required in this registration statement not included
in the Exhibits attached hereto or set forth on the signature page is set
forth in the Registration Statement.
Item 8. Exhibits
Exhibit Number Description
- -------------- -----------
4 Amended and Restated 1992 Incentive and
Non-qualified Stock Option Plan,
incorporated herein by reference to Exhibit
10.13 of the Registrant's Quarterly Report
on Form 10-Q filed with the Securities and
Exchange Commission on November 8, 1996.
5 Opinion of Shack & Siegel, P.C. with
respect to the legality of the shares of
Common Stock being registered hereby.
23.1 Consent of Shack & Siegel, P.C. (contained
in the Opinion filed as Exhibit 5).
23.2 Consent of Ernst & Young LLP.
2
<PAGE>
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 New York, State of New York, on this
17th day of April, 1998.
JUST TOYS, INC.,
Registrant
By: /s/ Barry Shapiro
----------------------------
Barry Shapiro,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Morton J. Levy Chairman of the Board April 17, 1998
- ----------------------------------------
Morton J. Levy
/s/ Barry Shapiro President and Chief April 17, 1998
- ---------------------------------------- Executive Officer,
Barry Shapiro Director
/s/ David Schwartz Chief Financial Officer, April 17, 1998
- ---------------------------------------- Treasurer and Principal
David Schwartz Accounting Officer
/s/ Howard Kaufman Director April 17, 1998
- ----------------------------------------
Howard Kaufman
/s/ Roger Gimbel Director April 17, 1998
- ----------------------------------------
Roger Gimbel
/s/Donald D. Shack Director April 17, 1998
- ----------------------------------------
Donald D. Shack
/s/ Irwin Naitove Director April 17, 1998
- ----------------------------------------
Irwin Naitove
/s/ Charmaine Jefferson Director April 17, 1998
- ----------------------------------------
Charmaine Jefferson
</TABLE>
3
<PAGE>
EXHIBIT 5
Shack & Siegel, P.C.
530 Fifth Avenue
New York, New York 10036
(212) 782-0700
April 17, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Form S-8 Registration Statement
400,000 shares of common stock
par value $.01 per share, of Just Toys, Inc.
--------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Just Toys, Inc., a Delaware corporation
(the "Company"), in connection with the filing with the Securities and
Exchange Commission of a registration statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), relating to 400,000 shares (the "Shares") of the Company's common
stock, par value $.01 per share, which may be issued and sold pursuant to the
Company's 1992 Amended and Restated Incentive and Non-Qualified Stock Option
Plan (the "Plan").
In connection with this opinion, we have examined and are familiar
with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Plan; (ii) the Registration Statement; (iii) the
Certificate of Incorporation, as amended, of the Company; (iv) the By-Laws of
the Company; and (v) such other documents as we have deemed necessary or
appropriate as a basis for the opinion set forth below. In our examination, we
have assumed the genuineness of all signatures, the legal capacity of all
natural persons, the authenticity of all documents submitted to us as
originals, the conformity to the original documents of all documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such latter documents. As to any facts material to this opinion that we did
not independently establish or verify, we have relied upon statements and
representations of officers and other representatives of the Company and
others.
Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly authorized and, assuming full payment is made for
the Shares, when issued pursuant to the terms of the Plan, the Shares will be
validly issued, fully paid and non-assessable.
<PAGE>
Securities and Exchange Commission -2- April 17, 1998
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
The law covered by the opinions expressed herein is limited to the
corporate laws of the State of Delaware.
Please be advised that Donald D. Shack, a stockholder and director of
this firm, is a director of the Company.
Very truly yours,
SHACK & SIEGEL, P.C.
By: /s/ Donald D. Shack
-----------------------
Donald D. Shack
<PAGE>
EXHIBIT 23.2
Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration
Statement (Form S-8), pertaining to the Amended and Restated 1992 Incentive
and Non-Qualified Stock Option Plan of Just Toys, Inc. of our report dated
February 26, 1998 with respect to the consolidated financial statements and
schedule of Just Toys, Inc. included in its Annual Report (Form 10-K) for the
year ended December 31, 1997, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young, LLP
-------------------------
New York, New York
April 17, 1998
