1 As filed with the Securities and Exchange Commission on December 3, 1998. Registration No. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JAKKS PACIFIC, INC. (Exact name of issuer as specified in its charter) Delaware 95-4527222 (State or other jurisdic- (I.R.S. Employer tion of incorporation Identification No.) or organization) 22761 Pacific Coast Highway Malibu, California 90265 (Address of principal executive offices) JAKKS PACIFIC, INC. THIRD AMENDED AND RESTATED 1995 STOCK OPTION PLAN (Full title of the plan) JACK FRIEDMAN Chairman and Chief Executive Officer JAKKS Pacific, Inc. 22761 Pacific Coast Highway Malibu, California 90265 (310) 456-7799 (Name, address and telephone number, including area code, of agent for service) Copy to: MURRAY L. SKALA, ESQ. Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP 750 Lexington Avenue New York, New York 10022 Approximate date of commencement of proposed sale to the public: From time to time after the Registration Statement becomes effective. 2 - ------ (1) Represents shares underlying the Company's Third Amended and Restated 1995 Stock Option Plan (the "Plan") for which no registration statement has been filed. (2) Estimated solely for purposes of calculating the registration fee on the basis of the product resulting from multiplying 500,000 shares of Common Stock by $9.375, the average of the high and low prices of the shares of Common Stock on the Nasdaq National Market on December 2, 1998. 2
CALCULATION OF REGISTRATION FEE PROPOSED PROPOSED TITLE OF MAXIMUM MAXIMUM SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF TO BE TO BE PRICE OFFERING REGISTRATION REGISTERED REGISTERED PER SHARE PRICE FEE Common Stock 500,000(1) $9.375 $4,687,500(2) $1,383.00 ($.001 par shares value) 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT THE CONTENTS OF THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-52205), FILED WITH THE COMMISSION ON MAY 8, 1998, ARE HEREBY INCORPORATED BY REFERENCE, EXCEPT AS REVISED BELOW. ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission (the "Commission") by JAKKS Pacific, Inc., a Delaware corporation (the "Company" or the "Registrant"), pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Securities Act of 1933, as amended (the "Securities Act"), are incorporated by reference in this Registration Statement: (a) The Company's Annual Report on Form 10-KSB for the year ended December 31, 1997. (b) The Company's Quarterly Reports on Form 10-QSB for the quarterly periods ended March 31, 1998, June 30, 1998 and September 30, 1998. (c) The description of the Common Stock set forth in the Company's Registration Statement on Form 8-A, filed March 29, 1996 and any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicate that all shares of Common Stock offered hereby have been sold or which deregisters all 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. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. The legality of the Common Stock included in this Prospectus has been passed upon for the Company by Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP, New 3 4 York, New York. Murray L. Skala, a partner in such firm is a director of the Company and, as of the date of this Registration Statement, holds options to purchase 52,950 shares of Common Stock and owns 26,124 shares of Common Stock. ITEM 8. EXHIBITS. * Filed herewith. (1) Included as an exhibit to the Registrant's Schedule 14A, the Registrant's Proxy Statement, filed with the Commission on June 25, 1998, and incorporated herein by reference. 4
NUMBER DESCRIPTION OF EXHIBIT 4.1 JAKKS Pacific, Inc. Third Amended and Restated 1995 Stock Option Plan (1) 5.1* Opinion of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP 23.1* Consent of Pannell Kerr Forster, Certified Public Accountants, a Professional Corporation 23.2* Consent of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP (contained in Exhibit 5) - ---------- 5 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 Malibu and State of California on the 3rd day of December, 1998. JAKKS PACIFIC, INC. By: /s/ Jack Friedman ------------------------------------ Jack Friedman Chief Executive Officer and Chairman 5
SIGNATURE Title Date /s/ JACK FRIEDMAN Chief Executive Officer and Chairman December 3, 1998 Jack Friedman (Principal Executive Officer) /s/ STEPHEN G. BERMAN Chief Operating Officer, December 3, 1998 - --------------------- Stephen G. Berman President, Secretary and Director /s/ JOEL M. BENNETT Chief Financial Officer December 3, 1998 - ------------------- Joel M. Bennett (Principal Financial Officer and Principal Accounting Officer) /s/ MICHAEL G. MILLER Director December 3, 1998 - --------------------- Michael G. Miller /s/ MURRAY L. SKALA Director December 3, 1998 - ------------------- Murray L. Skala s/ ROBERT E. GLICK Director December 3, 1998 - ------------------ Robert E. Glick 6 EXHIBITS. * Filed herewith. (1) Included as an exhibit to the Registrant's Schedule 14A, the Registrant's Proxy Statement, filed with the Commission on June 25, 1998, and incorporated herein by reference. 6
NUMBER DESCRIPTION OF EXHIBIT 4.1 JAKKS Pacific, Inc. Third Amended and Restated 1995 Stock Option Plan (1) 5.1* Opinion of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP 23.1* Consent of Pannell Kerr Forster, Certified Public Accountants, a Professional Corporation 23.2* Consent of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP (contained in Exhibit 5) - ----------
1 EXHIBIT 5.1 December 3, 1998 JAKKS Pacific, Inc. 22761 Pacific Coast Highway Suite 226 Malibu, California 90265 Gentlemen: We refer to the Registration Statement on Form S-8 (the "Registration Statement") to be filed by JAKKS Pacific, Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), relating to the registration of 500,000 shares of the common stock of the Company, par value, $.001 per share (the "Shares"). The Shares may be issued upon the exercise of options granted or to be granted by the Company pursuant to its Third Amended and Restated 1995 Stock Option Plan (the "Plan"). As counsel for the Company, we have examined such corporate records, documents and such questions of law as we have considered necessary or appropriate for the purposes of this opinion and, upon the basis of such examination, advise you that in our opinion, all necessary corporate proceedings by the Company have been duly taken to authorize the issuance of the Shares upon the exercise of the options granted pursuant to the Plan, and that the Shares being registered pursuant to the Registration Statement, when issued in accordance with the terms of the Plan, will be duly authorized, legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under Item 5 of Part II of the Registration Statement entitled "Interests of Named Experts and Counsel." Very truly yours, /s/ Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP 7
1 EXHIBIT 23.1 We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of JAKKS Pacific, Inc. of our report dated February 12, 1998, except for note 17, for which the date is April 1, 1998, on our audits of the consolidated financial statements of JAKKS Pacific, Inc. as of December 31, 1997 and 1996, and for the years then ended. /s/ PANNELL KERR FOSTER PANNELL KERR FOSTER Certified Public Accountants A Professional Corporation Los Angeles, California December 3, 1998 8
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