-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U4GB61xVk5MJxPWbj4rHnwC5uFyV5docKIaHFcp4UPv476+NANMbl0MWVFwM40Rq 7kz+Dz7j4pSIc5oJC+L9ug== 0000950148-99-002362.txt : 19991110 0000950148-99-002362.hdr.sgml : 19991110 ACCESSION NUMBER: 0000950148-99-002362 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991108 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JAKKS PACIFIC INC CENTRAL INDEX KEY: 0001009829 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 954527222 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-28104 FILM NUMBER: 99743716 BUSINESS ADDRESS: STREET 1: 22761 PACIFIC COAST HWY STREET 2: #B202 CITY: MALIBU STATE: CA ZIP: 90265 BUSINESS PHONE: 3104567799 MAIL ADDRESS: STREET 1: 22761 PACIFIC COAST HWY STREET 2: B202 CITY: MALIBU STATE: CA ZIP: 90265 8-K/A 1 FORM 8-K AMENDMENT 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 1999 (October 5, 1999) JAKKS PACIFIC, INC. (Exact name of registrant as specified in its charter) Delaware 0-28104 95-4527222 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 22761 Pacific Coast Highway, Malibu, California 90265 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (310) 456-7799 2 THIS FORM 8-K/A IS AN AMENDMENT TO THE REGISTRANT'S CURRENT REPORT ON FORM 8-K FILED ON OCTOBER 19, 1999 (RELATING TO THE REGISTRANT'S ACQUISITION OF FLYING COLORS TOYS, INC.) TO FILE THE FINANCIAL STATEMENTS AND PRO FORMA FINANCIAL INFORMATION OMITTED FROM THE INITIAL FILING OF THE CURRENT REPORT, IN ACCORDANCE WITH ITEMS 7(a)(4) AND (b)(2), RESPECTIVELY. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. For a description of the Registrant's acquisition of Flying Color Toys, Inc., refer to Item 2 of the Registrant's Current Report on Form 8-K, filed on October 19, 1999, which Item 2 is incorporated in its entirety herein by this reference. 2 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Businesses Acquired. Incorporated by reference to the financial statements of Flying Colors Toys, Inc., f/k/a Colorbok Paper Products, Inc., included on pages F-28 to F-40 of the Registrant's Registration Statement on Form S-3 (Reg. No. 333-90357) filed on November 4, 1999. (b) Pro Forma Financial Information. Incorporated by reference to the unaudited pro forma combined financial statements included on pages F-41 to F-45 of the Registrant's Registration Statement on Form S-3 (Reg. No. 333-90357) filed on November 4, 1999. (c) Exhibits.
Number Description - ------ ----------- 2.1* Stock Purchase Agreement dated as of September 22, 1999 among the Registrant, the Company and the Shareholders. 2.2* First Amendment to Stock Purchase Agreement dated as of September 30, 1999.
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Number Description - ------ ----------- 2.3* Escrow Agreement dated as of September 30, 1999 among Joshua H. Pokempner, as agent for the Shareholders, the Registrant and Bank One Trust Company, NA, as escrow agent. 2.4* Transition Services Agreement dated as of October 1, 1999 between the Divestee and the Company. 2.5* Lease dated as of October 1, 1999 between Shore Properties LLC and the Company. 2.6* Employment Agreement dated as of October 1, 1999 between the Registrant and Michael Bianco. 2.7* Employment Agreement dated as of October 1, 1999 between the Registrant and Joshua H. Pokempner. 23.1 Consent of Plante & Moran, LLP - --------------- * Previously filed.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 8, 1999 JAKKS PACIFIC, INC. By: /s/ Joel M. Bennett --------------------------------- Joel M. Bennett Chief Financial Officer 4 5 EXHIBIT INDEX
Number Description - ------ ----------- 2.1* Stock Purchase Agreement dated as of September 22, 1999 among the Registrant, the Company and the Shareholders. 2.2* First Amendment to Stock Purchase Agreement dated as of September 30, 1999. 2.3* Escrow Agreement dated as of September 30, 1999 among Joshua H. Pokempner, as agent for the Shareholders, the Registrant and Bank One Trust Company, NA, as escrow agent. 2.4* Transition Services Agreement dated as of October 1, 1999 between the Divestee and the Company. 2.5* Lease dated as of October 1, 1999 between Shore Properties LLC and the Company. 2.6* Employment Agreement dated as of October 1, 1999 between the Registrant and Michael Bianco. 2.7* Employment Agreement dated as of October 1, 1999 between the Registrant and Joshua H. Pokempner. 23.1 Consent of Plante & Moran, LLP - ---------------- * Previously filed.
EX-23.1 2 EXHIBIT 23.1 1 EXHIBIT 23.1 CONSENT OF PLANTE & MORAN, LLP We hereby consent to the inclusion in this Current Report on Form 8-K of JAKKS Pacific, Inc. of our report dated October 25, 1999 on our audits of the financial statements of the Flying Colors division of Flying Colors Toys, Inc. as of May 31, 1998 and 1999, and for each of the three years in the period ended May 31, 1999 (incorporated by reference from the Registration Statement on Form S-3 (Reg. No. 333-90357)) filed on November 4, 1999, and the incorporation by reference of such report into the previously filed Registration Statement on Form S-3 of JAKKS Pacific, Inc. (Reg. No. 333-48865) and Registration Statements on Form S-8 (Reg. Nos. 333-52205, - 68313, - 90055). /s/ PLANTE & MORAN, LLP Ann Arbor, Michigan November 8, 1999 -----END PRIVACY-ENHANCED MESSAGE-----