[JAKKS
Letterhead]
October
3, 2006
VIA
FAX (202-772-9202)
AND
FEDERAL EXPRESS
Securities
and Exchange Commission
100
F
Street, N.E.
Washington,
D.C. 20549
Attention:
Ms. Claire Erlanger
| Re: |
JAKKS
Pacific, Inc. and its Subsidiaries (collectively, the
"Company")
The filings (i) Form 10-K
for the
year ended December 31, 2005, filed March 16, 2006; (ii) Form 10-Q
for the
quarter ended March 31, 2006, filed May 2, 2006; and (iii) Form 10-Q
for
the quarter ended June 30, 2006, filed August 7, 2006 (collectively,
the
“Filings”)
|
Dear
Ms.
Erlanger:
This
letter shall serve to respond to the questions and comments contained in the
Commission's letter to the Company dated October 2, 2006 regarding its review
of
the Filings.
We
have
prepared our responses in the order contained in the Commission's
letter.
Form
10-K for the year ended December 31, 2005
Notes
to the Financial Statements
Note
2. Summary of Significant Accounting Policies - Stock Option Plans, page
48
1.
We
note from your response to our prior comment 3 that the option repricings took
place in October 2000 and you currently use the variable method to account
for
these options. Please revise your disclosure in future filings to clarify the
nature of these option repricings and the amount of compensation expense
recognized based on accounting for the options using the variable
method.
We
will
disclose in all future applicable filings the nature of the option repricings
and the amount of compensation expense recognized based on accounting for the
options using the variable method.
Note
14. Common Stock, Preferred Stock and Warrants, page 61
2.
We
note from your response to our prior comment 7 that the 396,000 shares of
restricted stock were earned during 2004. Please tell us when these shares
of
stock were considered outstanding for purposes of basic earnings per share
calculations and tell us where the shares are included in the column on the
statements of stockholders’ equity titled “common stock, number of
shares.”
The
following table reflects the vesting of the restricted stock grants and
reconciles to the common stock share amounts on the line items captioned
“Restricted stock grants” on the statements of stockholders’ equity for the
years ended December 31, 2004 and 2005:
|
Grant
Date
|
Earned
in 2003
|
Earned
in 2004
|
Total
|
||||||||||
|
Officers
|
Directors
|
||||||||||||
|
March
27, 2003
|
636,000
|
60,000
|
-0-
|
696,000
|
|||||||||
|
January
2, 2004
|
-0-
|
336,000
|
4,000
|
340,000
|
|||||||||
|
Total
|
636,000
|
396,000
|
4,000
|
||||||||||
These
shares of stock were considered outstanding on the grant date for purposes
of
basic earnings per share calculations.
Other
3.
The
Company acknowledges that:
|
(a)
|
the
Company is responsible for the adequacy and accuracy of the disclosure
in
the Filings;
|
|
(b)
|
staff
comments or changes to disclosure in response to staff comments do
not
foreclose the Commission from taking any action with respect to the
Filings; and
|
|
(c)
|
the
Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
|
We
hope
that the foregoing has been helpful in answering the questions contained in
your
letter. Of course, if you have any further comments or require any further
information, please do not hesitate to call.
|
Very
truly yours,
|
|
|
Joel
M. Bennett
|
|
|
Chief
Financial Officer
|