-----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, Fza1V3Ay6yDEAEUPyzWaWD1sDKwMdD1EVIOgqQYXw44QhSw8lfyBm4bEArkC5NVt Lu+T+Spy1mjluIkmMe+NPA== 0000058592-08-000035.txt : 20080625 0000058592-08-000035.hdr.sgml : 20080625 20080625093127 ACCESSION NUMBER: 0000058592-08-000035 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080625 DATE AS OF CHANGE: 20080625 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 4 KIDS ENTERTAINMENT INC CENTRAL INDEX KEY: 0000058592 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 132691380 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-16117 FILM NUMBER: 08915624 BUSINESS ADDRESS: STREET 1: 1414 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127587666 MAIL ADDRESS: STREET 1: 1414 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: LEISURE CONCEPTS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN LEISURE INDUSTRIES INC DATE OF NAME CHANGE: 19740822 8-A12B/A 1 form8adated62308.htm FORM 8-A/A DATED JUNE 23, 2008

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 8-A/A

Amendment No. 1 to

Form 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

4Kids Entertainment, Inc.

(Exact name of registrant as specified in its charter)

New York

13-2691380

(State of incorporation or organization)

(I.R.S. Employer Identification No.)

1414 Avenue of the Americas, New York, New York

10019

(Address of principal executive offices)

(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class
to be so registered

Name of each exchange on which each class is to be registered

Series A Preferred Stock
Purchase Rights

New York Stock Exchange

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ X ]

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ]

Securities Act registration statement file number to which this form relates: N/A____________ (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act: None

 

(Title of Class)

 

AMENDMENT NO. 1 TO FORM 8-A

 

4Kids Entertainment, Inc. (the “Company”) hereby amends the following items, exhibits or other portions of the Company’s Form 8-A originally filed on August 27, 2007, as set forth below.

 

Item 1.

Description of Registrant’s Securities to be Registered.

On June 23, 2008, the Company entered into the First Amendment to Rights Agreement (the “First Amendment”) with Continental Stock Transfer & Trust Co., as Rights Agent (the “Rights Agent”) which amended the Rights Agreement (the “Rights Agreement”), dated as of August 15, 2007, between the Company and the Rights Agent to change the ownership threshold above which a person would be considered an “Acquiring Person” thereunder, subject to certain exceptions, from 15% to 20%.

A copy of the First Amendment is being filed with the Securities and Exchange Commission as an Exhibit hereto. A copy of the First Amendment is available free of charge from the Company. This summary description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, which is incorporated herein by reference.

 

Item 2.

Exhibits.

Item 2 is hereby amended by adding the following exhibit:

 

4.1

First Amendment to Rights Agreement, dated as of June 23, 2008, between 4Kids Entertainment, Inc. and Continental Stock Transfer & Trust Co., as Rights Agent.

 

2

 

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: June 23, 2008

4KIDS ENTERTAINMENT, INC.

 

By

/s/ Bruce R. Foster

Name: Bruce R. Foster

Title: Executive Vice President, Chief Financial Officer

 

 

 

3

 

 

 EX-4 2 amendrightsagrmt62308.htm FIRST AMENDMENT TO RIGHTS AGREEMENT DATED JUNE 23, 2008

 

 

 

FIRST AMENDMENT TO RIGHTS AGREEMENT

Dated as of June 23, 2008

between

4KIDS ENTERTAINMENT, INC.

 

and

 

CONTINENTAL STOCK TRANSFER & TRUST CO.

 

as Rights Agent

amending the

RIGHTS AGREEMENT

 

Dated as of August 15, 2007

 

This FIRST AMENDMENT TO RIGHTS AGREEMENT, dated as of June 23, 2008 (this “Amendment”), is entered into between 4Kids Entertainment, Inc., a New York corporation (the “Company ”), and Continental Stock Transfer & Trust Co., a New York corporation, as Rights Agent (the “ Rights Agent”).

 

RECITALS

 

WHEREAS, the Company and the Right Agent have entered that certain Rights Agreement, dated as of August 15, 2007 (the “Rights Agreement”), describing and setting forth the terms of the Rights; and

 

WHEREAS, the Board has authorized an amendment to the Rights Agreement upon the terms and conditions set forth herein;

 

WHEREAS, as of the date hereof, the Distribution Date has not occurred;

 

WHEREAS, in accordance with Section 27(a) of the Rights Agreement, the Company has directed the Rights Agent to amend the Rights Agreement upon the terms and conditions of this Amendment; and

 

WHEREAS, capitalized terms use herein and not otherwise defined shall have the meanings ascribed to them in the Rights Agreement.

 

NOW, THEREFORE, THIS AMENDMENT WITNESSETH:

 

For and in consideration of these premises, and of other valuable consideration the sufficiency of which is hereby acknowledged, the Company and the Rights Agent hereby agree as follows:

ARTICLE I

 

DEFINITIONS

 

Section 1.1. Amendment to Definitions. Sections 1(a) and 1(t) of the Rights Agreement are each hereby amended by deleting all references to “15%” appearing therein and substituting therefor “20%”.

 

ARTICLE II

 

CLOSING DOCUMENTS

 

Section 2.1. Documents to be Delivered to Rights Agent. Pursuant to the provisions of Section 27(b) of the Rights Agreement, the Company will deliver to the Rights Agent concurrently with the execution and delivery of this Amendment a certificate stating that this Amendment is in compliance with Section 27 of the Rights Agreement.

 

 

 

2

 

ARTICLE III

 

MISCELLANEOUS

 

Section 3.1. Successors. All the provisions of this Amendment by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

 

Section 3.2. Rights Agreement to Remain in Full Force and Effect. Except as hereby expressly provided in this Amendment, the Rights Agreement, as amended by this Amendment, is in all respects ratified and confirmed and all its terms, provisions and conditions shall be and remain in full force and effect.

 

Section 3.2. Benefits of this Agreement. This Amendment shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, registered holders of the Common Stock of the Company).

 

Section 3.3. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

 

Section 3.4. Governing Law. The validity, enforceability, interpretation and performance of this Amendment shall be governed by and construed in accordance with the laws of the State of New York, applicable to contracts made and to be performed entirely within such state.

 

Section 3.5. Counterparts. This Amendment may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument.

 

Section 3.6. Descriptive Headings. Descriptive headings of the several sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

 

[Remainder of page intentionally left blank. Signature page follows.]

 

 

3

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 

4KIDS ENTERTAINMENT, INC.

 

By: /s/ Samuel R. Newborn__________________

 

Name: Samuel R. Newborn

 

Title: EVP and General Counsel

 

 

CONTINENTAL STOCK TRANSFER & TRUST CO., as Rights Agent

 

By: /s/ Michael G. Mullings__________________

 

Name: Michael G. Mullings

 

Title: Vice President

 

 

 

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