1 As filed with the Securities and Exchange Commission on July 18, 2001. Registration No. 333- ---------------------------------------- UNITED STATES 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 registrant as specified in its charter) Delaware 95-4527222 (State or other jurisdic- (I.R.S. Employer tion of incorporation Identification No.) or organization) ------------------- 22619 Pacific Coast Highway Malibu, California 90265 (Address of principal executive offices) (Zip code) ------------------- 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. 22619 Pacific Coast Highway Malibu, California 90265 (Name and address of agent for service) (310) 456-7799 (Telephone number, including area code, of agent for service) ------------------- Copy to: MURRAY L. SKALA, ESQ. Feder, Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine LLP 750 Lexington Avenue New York, New York 10022 Telephone: (212) 888-8200 Facsimile: (212) 888-7776 -------------------
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 450,000 $15.33 $6,898,500.00(1) $1,725.00 ($.001 par shares value) - ----------- (1) Estimated solely for the purpose of calculating the registration fee, pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933, based on the average of the high and low prices of the shares of Common Stock on the Nasdaq National Market on July 17, 2001. 2
3 THIS REGISTRATION STATEMENT RELATES TO 450,000 SHARES OF THE REGISTRANT'S COMMON STOCK, PAR VALUE $.001 PER SHARE, WHICH BECAME SUBJECT TO THE REGISTRANT'S THIRD AMENDED AND RESTATED 1995 STOCK OPTION PLAN UPON EFFECTIVENESS OF THE 2001 AMENDMENT OF SUCH PLAN ON JULY 12, 2001. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT THE CONTENTS OF THE REGISTRATION STATEMENT ON FORM S-8 (REG. 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"), are incorporated by reference in this Registration Statement: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 2000. (b) The Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001. (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 indicates that all securities offered hereby have been sold or which deregisters all such 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. 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. 3
4 ITEM 5. INTERESTS 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 & Rhine LLP, New 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 98,256 shares of Common Stock and owns 14,308 shares which are held by him as trustee under certain trusts. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Incorporated by reference to Item 15 of Part II (pages II-1 to II-2) of the Registration Statement on Form S-3 (Reg. No. 333-90357) filed on November 4, 1999. ITEM 8. EXHIBITS. EXHIBIT NUMBER DESCRIPTION OF EXHIBIT 4.1 2001 Amendment to Third Amended and Restated 1995 Stock Option Plan of JAKKS Pacific, Inc.(1) 4.2 JAKKS Pacific, Inc. Third Amended and Restated 1995 Stock Option Plan (2) 4.2.1 1999 Amendment to Third Amended and Restated 1995 Stock Option Plan of JAKKS Pacific, Inc.(3) 4.2.2 2000 Amendment to Third Amended and Related 1995 Stock Option Plan of JAKKS Pacific, Inc.(4) 5.1* Opinion of Feder, Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine LLP 23.1* Consent of Pannell Kerr Forster, Certified Public Accountants, a Professional Corporation 23.2* Consent of Feder, Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine LLP (contained in Exhibit 5.1) - ---------- * Filed herewith. (1) Included as Appendix B to the Registrant's Schedule 14A Proxy Statement, filed on June 11, 2001, and incorporated herein by reference. (2) Included as an exhibit to the Registrant's Schedule 14A Proxy Statement, filed on June 25, 1998, and incorporated herein by reference. (3) Included as an exhibit to the Registrant's Registration Statement on Form S-8 (Reg. No. 333-90055), filed on November 1, 1999, and incorporated herein by reference. (4) Included as exhibit 4.1 to the Registrant's Registration Statement on Form S-8 (Reg. No. 333-40392), filed on June 29, 2000, and incorporated herein by reference. ITEM 9. UNDERTAKINGS. The Registrant hereby undertakes: (i) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the Registration Statement; (ii) 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 that time shall be deemed to be the initial bona fide offering thereof; (iii) 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; 4
5 (iv) 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 Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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 Securities Act may be permitted to directors, officers and controlling persons of the Registrant, the Registrant has been advised that in the opinion of the 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 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 controlling person in connection with 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. 5
6 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, State of California on the 18th day of July, 2001. JAKKS PACIFIC, INC. By: /s/ JACK FRIEDMAN ----------------------------- Jack Friedman Chief Executive Officer and Chairman 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 dates indicated. SIGNATURE Title Date --------- ----- ---- /s/ JACK FRIEDMAN Chief Executive Officer and Chairman July 18, 2001 - --------------------- (Principal Executive Officer) Jack Friedman /s/ JOEL M. BENNETT Chief Financial Officer July 18, 2001 - --------------------- (Principal Financial Officer and Joel M. Bennett Principal Accounting Officer) /s/ STEPHEN G. BERMAN Director July 18, 2001 - --------------------- Stephen G. Berman /s/ DAVID C. BLATTE Director July 18, 2001 - --------------------- David C. Blatte /s/ ROBERT E. GLICK Director July 18, 2001 - --------------------- Robert E. Glick /s/ MICHAEL G. MILLER Director July 18, 2001 - --------------------- Michael G. Miller /s/ MURRAY L. SKALA Director July 18, 2001 - --------------------- Murray L. Skala 6
7 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION OF EXHIBIT 4.1 2001 Amendment to Third Amended and Restated 1995 Stock Option Plan of JAKKS Pacific, Inc.(1) 4.2 JAKKS Pacific, Inc. Third Amended and Restated 1995 Stock Option Plan (2) 4.2.1 1999 Amendment to Third Amended and Restated 1995 Stock Option Plan of JAKKS Pacific, Inc.(3) 4.2.2 2000 Amendment to Third Amended and Related 1995 Stock Option Plan of JAKKS Pacific, Inc.(4) 5.1* Opinion of Feder, Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine LLP 23.1* Consent of Pannell Kerr Forster, Certified Public Accountants, a Professional Corporation 23.2* Consent of Feder, Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine LLP (contained in Exhibit 5.1) - ---------- * Filed herewith. (1) Included as Appendix B to the Registrant's Schedule 14A Proxy Statement, filed on June 11, 2001, and incorporated herein by reference. (2) Included as an exhibit to the Registrant's Schedule 14A Proxy Statement, filed on June 25, 1998, and incorporated herein by reference. (3) Included as an exhibit to the Registrant's Registration Statement on Form S-8 (Reg. No. 333-90055), filed on November 1, 1999, and incorporated herein by reference. (4) Included as exhibit 4.1 to the Registrant's Registration Statement on Form S-8 (Reg. No. 333-40392), filed on June 29, 2000, and incorporated herein by reference. 7
1 EXHIBIT 5.1 July 18, 2001 JAKKS Pacific, Inc. 22619 Pacific Coast Highway 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 450,000 shares of the common stock of the Company, par value $.001 per share (the "Shares"), which may be issued upon the exercise of options 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 and other 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, 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. Very truly yours, /s/ Feder, Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine LLP ----------------------------------- 9
1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 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 16, 2001 (except for note 18 for which the date is March 26, 2001), on our audits of the consolidated financial statements of JAKKS Pacific, Inc. as of December 31, 1999 and 2000, and for each of the three years in the period ended December 31, 2000, which report appears in its Form 10-K for the fiscal year ended December 31, 2000. /s/ PANNELL KERR FORSTER ---------------------------- PANNELL KERR FORSTER Certified Public Accountants A Professional Corporation Los Angeles, California July 18, 2001 10