-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, faQaNwyknqgbhCFZ6NSkx2qA2tvq9/kbcUH2DwfhYOFi0+UH8RohaastzeE1yTN1 Z2PSWIZWij65HG9FgjzfKw== 0000950123-94-001931.txt : 19941128 0000950123-94-001931.hdr.sgml : 19941128 ACCESSION NUMBER: 0000950123-94-001931 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19941123 EFFECTIVENESS DATE: 19941212 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GALOOB LEWIS TOYS INC /DE/ CENTRAL INDEX KEY: 0000751968 STANDARD INDUSTRIAL CLASSIFICATION: 3944 IRS NUMBER: 941716574 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56585 FILM NUMBER: 94561715 BUSINESS ADDRESS: STREET 1: 500 FORBES BLVD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 4159521678 S-8 1 FORM S-8 - AMEND. & REST. 1984 EMPL. STOCK OP. PL. 1 As filed with the Securities and Exchange Commission on November __, 1994 Registration No. 33-__________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------------- LEWIS GALOOB TOYS, INC. (Exact name of registrant as specified in its charter) DELAWARE 94-1716574 (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number)
500 FORBES BOULEVARD SOUTH SAN FRANCISCO, CALIFORNIA 94080 (Address of Principal Executive Offices) (Zip Code) ---------------------------------- LEWIS GALOOB TOYS, INC. AMENDED AND RESTATED 1984 EMPLOYEE STOCK OPTION PLAN (Full title of the plan) ---------------------------------- WILLIAM G. CATRON, ESQ. CHARLES I. WEISSMAN, ESQ. LEWIS GALOOB TOYS, INC. SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP 500 FORBES BOULEVARD 919 THIRD AVENUE SOUTH SAN FRANCISCO, CALIFORNIA 94080 NEW YORK, NEW YORK 10022 (415) 952-1678 (212) 758-9500
(Name, address and telephone number, including area code, of agents for service) 2 CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TITLE OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION REGISTERED REGISTERED PER SHARE (2) PRICE (2) FEE (3) Common Stock, par value 250,000 shares $6.8125 $1,703,125 $587.28 $.01 per share (1)
(1) Including the related Preferred Stock Purchase Rights to be issued in the amount of one right per share, subject to adjustment, pursuant to the Rights Agreement, dated January 17, 1990, between Lewis Galoob Toys, Inc. (the "Registrant") and Continental Stock Transfer & Trust Company, as Rights Agent. (2) Estimated in accordance with Rule 457(c) and (h) of the Securities Act of 1933, as amended (the "Act"), solely for the purpose of calculation of the registration fee. The price shown is the average of the high and low sales prices for shares of the shares of common stock, par value $.01 per share (the "Common Shares"), of the Registrant on the New York Stock Exchange Composite Transaction Tape ("NYSE") on November 16, 1994. (3) The Registration Fee has been calculated pursuant to Rule 457(c) and (h) of the Act as follows: one-twenty-ninth of one percent of $6.8125, the average of the high and low sales prices for the Common Shares on the NYSE on November 16, 1994, multiplied by 250,000, the number of Common Shares registered hereby. - 2 - 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents which have been filed by Lewis Galoob Toys, Inc., a Delaware corporation (the "Registrant"), with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (the "1993 Form 10-K"), which is the Registrant's latest Annual Report on Form 10-K filed pursuant to Section 13(a) or 15(d) of the Exchange Act and which contains audited financial statements for the Registrant's latest fiscal year for which a Form 10-K was required to have been filed. (b) The Registrant's Annual Report on Form 10-K/A for the fiscal year ended December 31, 1993. (c) The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1994, June 30, 1994 and September 30, 1994. (d) The description of the Registrant's common stock, par value $.01 per share (the "Common Stock"), which is contained in a registration statement filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. (e) The description of the Registrant's Preferred Stock Purchase Rights ("Rights") which is contained in a registration statement filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Section 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 have been sold or which deregisters all 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. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The legality of the securities to be registered hereby will be passed upon for the Registrant by Shereff, Friedman, Hoffman & Goodman, LLP ("Shereff"). Martin Nussbaum, a partner in such firm, is a director of the Registrant and serves as Chairman of the Executive Committee and the Nominating Committee of the Board of Directors and is a member of the Compensation Committee and the Finance Committee of the Board of Directors. Mr. Nussbaum beneficially owns 7,473 shares of Common Stock which may be acquired upon exercise of warrants. As compensation for Mr. Nussbaum's service as Chairman of the Executive Committee of the Board of Directors, since August 1991, Mr. Nussbaum has received a fee of $15,000 per month. Commencing October 1993, such fee - 3 - 4 was reduced to $10,000 per month. Mr. Nussbaum is also reimbursed by the Registrant for out-of-pocket expenses incurred by him as Chairman of the Executive Committee. In connection with Mr. Nussbaum's service as Chairman of the Executive Committee, on December 11, 1991, the Registrant issued to Shereff a five-year warrant to purchase 25,000 shares of the Registrant's Common Stock at a purchase price of $4.375, equal to the fair market value of the Common Stock on such date. Mr. Nussbaum disclaims beneficial ownership of 22,527 of such shares of Common Stock. Item 6. Indemnification of Directors and Officers. The indemnification of officers and directors of the Registrant is governed by Section 145 of the General Corporation Law of the State of Delaware (the "DGCL"). Among other things, the DGCL permits indemnification of a director, officer, employee or agent in civil, criminal, administrative or investigative actions, suits or proceedings (other than an action by or in the right of the corporation) to which such person was or is a party or is threatened to be made a party by reason of the fact of such relationship with the corporation or the fact that such person is or was serving in a similar capacity with another entity at the request of the corporation against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. Indemnification in a suit by or in the right of the corporation is permitted if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, but no indemnification may be made in such suit to any person adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which the action was brought determines that, despite the adjudication of liability, such person is under all circumstances, fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. Under the DGCL, to the extent that a director, officer, employee or agent is successful, on the merits or otherwise, in the defense of any action, suit or proceeding or any claim, issue or matter therein (whether or not the suit is brought by or in the right of the corporation), he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him. In all cases in which indemnification is permitted (unless ordered by a court), it may be made by the corporation only as authorized in the specific case upon a determination that the applicable standard of conduct has been met by the party to be indemnified. The determination must be made by a majority vote of a quorum consisting of the directors who were not parties to the action, or if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the stockholders. The statute authorizes the corporation to pay expenses incurred by an officer or director in advance of a final disposition of a proceeding upon receipt of an undertaking, by or on behalf of the person to whom the advance will be made, to repay the advance if it shall ultimately be determined that he was not entitled to indemnification. The DGCL provides that indemnification and advances of expenses permitted thereunder are not to be exclusive of any rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors, or otherwise. The DGCL also authorizes a corporation to purchase and maintain liability insurance on behalf of its directors, officers, employees and agents regardless of whether the corporation would have the statutory power to indemnify such person against the liabilities insured. - 4 - 5 The Certificate of Incorporation of the Registrant (the "Certificate") provides that no director shall be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for breach of the director's duty of loyalty to the Registrant or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. The Certificate provides that directors, officers and others shall be indemnified to the full extent authorized by the DGCL, as in effect (or, to the extent indemnification is broadened, as it may be amended), against all expense, liability or loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred by such person in connection therewith. The Certificate further provides that rights conferred thereby shall be contract rights and shall include the right to be paid by the Registrant the expenses incurred in defending an action, suit or proceeding in advance of its final disposition, provided that, if the DGCL so requires, such payment shall only be made upon delivery to the Registrant by the indemnified party of an undertaking to repay all amounts so advanced if it shall ultimately be determined that the person receiving such payments is not entitled to be indemnified. The Certificate provides that persons indemnified may bring suit against the Registrant to recover unpaid amounts claimed thereunder, and that if such suit is successful, the expense of bringing such suit shall be reimbursed by the Registrant. The Certificate further provides that while it is a defense to such a suit that the person claiming indemnification has not met the applicable standards of conduct making indemnification permissible under Delaware law, the burden of proving the defense shall be on the Registrant and neither the failure of the Registrant's Board of Directors to have made a determination that indemnification is proper, nor an actual determination by the Registrant that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The Certificate provides that the right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition shall not be exclusive of any other right which any person may have or acquire under any statute, provision of the Registrant's Certificate or By-laws, or otherwise. Finally, the Certificate provides that the Registrant may maintain insurance, at its expense, to protect itself and any of its directors, officers, employees or agents against any expense, liability or loss, whether or not the Registrant would have the power to indemnify such person against such expense, liability or loss under Delaware law. The Registrant maintains directors' and officers' liability and company reimbursement insurance policies in the aggregate amount of $10,000,000 which, among other things (i) provides for payment on behalf of its officers and directors against loss as defined in the policy stemming from acts committed by directors and officers in their capacities as such and (ii) provides for payment on behalf of the Registrant against such loss, but only when the Registrant shall be required or permitted to indemnify the directors or officers for such loss. The policy does not cover loss from claims made against insured directors or officers arising within certain specified circumstances, including losses arising from specified categories of misconduct. So long as the Registrant meets the securities ownership and other tests set forth in Section 2115 of the California General Corporation Code, Section 317 of such Code provides that all corporations have the power to indemnify any person who was or is a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that such person is or was an agent of the corporation, against expenses, judgments, fines, - 5 - 6 settlements, and other amounts actually and reasonably incurred in connection with such proceeding "if that person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe that conduct of the person was unlawful" and against expenses actually and reasonably incurred by such person in connection with the defense or settlement of any action by or in the right of the corporation to procure a judgment in its favor "if the person acted in good faith, in a manner the person believed to be in the best interests of the corporation and its shareholders." Except in cases where the agent being indemnified has been successful on the merits in defense of any proceeding referred to, indemnification is proper only if it is determined that the agent has met the applicable standards quoted above by (1) majority vote of a quorum consisting of directors who are or were not parties to such proceedings or, if such a quorum of directors is not obtainable, by independent legal counsel in a written opinion, (2) approval of the shareholders of the corporation, with the shares owned by the indemnified person not being entitled to vote, or (3) the approval of the court in which such proceeding is, or was, pending. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. The following exhibits are filed as part of this Registration Statement:
Exhibit Number. Description. - -------------- ----------- 4.1 Certificate of Incorporation. (Incorporated by reference to Exhibit 3.1 to the Registrant's Amendment No. 1 on Form 8 to the Registration Statement on Form 8-B, filed with the Commission on January 11, 1988 (the "Amendment No. 1 to the Form 8-B").) 4.2 Bylaws. (Incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Form 8-B.) 4.3 Form of Certificate for Shares of Common Stock of the Registrant. (Incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-3, Registration No. 33-33640, filed with the Commission on February 26, 1990 (the "Form S-3").) 4.4 Form of Certificate of Designations of the Registrant's Series A Preferred Stock. (Incorporated by reference to Exhibit 2.2 to the Registrant's Registration Statement on Form 8-A, filed with the Commission on January 23, 1990 (the "January 23, 1990 Form 8-A").) 4.5 Form of Rights Agreement, dated as of January 17, 1990, between the Registrant and Continental Stock Transfer & Trust Company, as Rights Agent. (Incorporated by Reference to Exhibit 2.1 to the January 23, 1990 Form 8-A). 4.6 Amended and Restated 1984 Employee Stock Option Plan of the Registrant and related form of Stock Option Agreement.
- 6 - 7 5 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP. 23.1 Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included in Exhibit 5). 23.2 Consent of Price Waterhouse, LLP. 24 Power of Attorney.
Item 9. Undertakings. The Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement; (i) to include any prospectus required by Section 10(a)(3) of the Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (1)(i) and (1) (ii) do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Act, each such 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. (3) 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. The Registrant hereby undertakes that, for purposes of determining any liability under the 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 any employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the 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 Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 - 7 - 8 controlling person in connection with the 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 Act and will be governed by the final adjudication of such issue. - 8 - 9 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 South San Francisco, State of California on this 28th day of October, 1994. LEWIS GALOOB TOYS, INC. By: /s/ MARK GOLDMAN -------------------------------- Mark Goldman President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ MARK GOLDMAN President and Chief October 28, 1994 - ---------------------------- Executive Officer Mark Goldman * Director October 28, 1994 - --------------------------- Andrew J. Cavanaugh * Director October 28, 1994 - ---------------------------- Paul A. Gliebe, Jr. * Director October 28, 1994 - ---------------------------- Scott R. Heldfond * Director October 28, 1994 - ---------------------------- Hoffer Kaback * Director October 28, 1994 - ---------------------------- S. Lee Kling * Director October 28, 1994 - ---------------------------- Roger Kowalsky
- 9 - 10 * Director October 28, 1994 - ---------------------------- Martin Nussbaum * Director October 28, 1994 - ---------------------------- George Riordan /s/ MARK C. SHEPHERD Senior Vice President, October 28, 1994 - ---------------------------- Finance and Chief Mark C. Shepherd Financial Officer * By: /s/ MARK GOLDMAN ---------------------- Mark Goldman Attorney-in-Fact
- 10 - 11 EXHIBIT INDEX
Sequential Exhibit Number. Description. Page Number. -------------- ----------- ----------- 4.1 Certificate of Incorporation. (Incorporated by reference to the N/A Registrant's Amendment No. 1 on Form 8 to the Registration Statement on Form 8-B, filed with the Commission on January 11, 1988 (the "Exhibit 3.1 to Amendment No. 1 to the Form 8-B").) 4.2 Bylaws. (Incorporated by reference to Exhibit 3.2 to Amendment N/A No. 1 to the Form 8-B.) 4.3 Form of Certificate for Shares of Common Stock of the N/A Registrant. (Incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-3, Registration No. 33-33640, filed with the Commission on February 26, 1990 (the "Form S-3").) 4.4 Form of Certificate of Designations of the Registrant's Series A N/A Preferred Stock. (Incorporated by reference to Exhibit 2.2 to the Registrants's Registration Statement on Form 8-A, filed with the Commission on January 23, 1990 (the "1990 Form 8-A").) 4.5 Form of Rights Agreement, dated as of January 17, 1990, between N/A the Registrant and Continental Stock Transfer & Trust Company, as Rights Agent. (Incorporated by reference to Exhibit 2.1 to the 1990 Form 8-A). 4.6 Amended and Restated 1984 Employee Stock Option Plan of the ---- Registrant and related form of Stock Option Agreement. 5 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP. ---- 23.1 Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included N/A in Exhibit 5). 23.2 Consent of Price Waterhouse, LLP. ---- 24 Power of Attorney. ----
- 11 - EX-4.6 2 AMENDED & RESTATED 1984 EMPL. STOCK OPTION PLAN 1 Exhibit 4.6 LEWIS GALOOB TOYS, INC. AMENDED AND RESTATED 1984 EMPLOYEE STOCK OPTION PLAN 1. Purpose. The Amended and Restated 1984 Employee Stock Option Plan (the "Plan") of Lewis Galoob Toys, Inc., a Delaware corporation (the "Company"), is designed to aid the Company and its subsidiaries in retaining and attracting personnel of exceptional ability by enabling such personnel to purchase a proprietary interest in the Company, thereby stimulating in such individuals an increased desire to render greater services which will contribute to the continued growth and success of the Company and its subsidiaries. Certain of the options to be granted under the Plan are intended to satisfy the requirements for classifications as "Incentive Stock Options" as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). For purposes of this Plan, the term "Plan ISO" shall mean an option granted under the Plan which is intended to satisfy the requirements for classification as an Incentive Stock Option, and the term "Plan Non-ISO" shall mean an option granted under the Plan which is not intended to, or which does not, satisfy such requirements. 2. Amount and Source of Stock. The total number of shares of the Company's Common Stock (the "Shares") which may be the subject of options granted pursuant to the Plan shall be limited so that the total number of Shares issued upon the exercise of options granted pursuant to the Plan shall not exceed 1,589,997 subject to adjustment as provided in paragraph 11. The total number of Shares which may be the subject of option granted to any individual during any fiscal year shall be limited so that the total number of Shares issued upon the exercise of such options shall not exceed 250,000, subject to adjustment as provided in paragraph 11. Such Shares may be reserved or made available from the Company's authorized and unissued Shares or from Shares reacquired and held in the Company's treasury. In the event that any option granted hereunder shall terminate prior to its exercise in full for any reason, then the Shares subject to such option shall be added to the Shares otherwise available for issuance pursuant to the exercise of options under the Plan; provided, however, that in the case of the termination of an option in the same fiscal year that such option was granted (or, for purposes of determining the aggregate number of Shares which may be subject to options issued to any individual under this Plan, the termination of an option at any time), both the terminated option and the newly granted option shall be counted in determining whether the recipient has received the maximum number of options permitted under the Plan. 3. Administration of the Plan. The Plan shall be administered by a committee (the "Committee") of the Board of Directors of the Company (the "Board") comprised of three or more members of the Board, selected by the Board, all of which members shall be both "disinterested persons" as that term is defined in Rule 16b-3(d)(3) (or any successor provision) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and "outside directors" as defined for purposes of Section 2 162(m) of the Code. The Committee is hereinafter sometimes referred to as the "Administrative Body." The Administrative Body shall have full authority to interpret the Plan, to establish and amend rules and regulations relating to it, to select from among the eligible individuals those to whom options are to be granted, to determine the terms and provisions of the respective option agreements (which need not be identical) and to make all other determinations necessary or advisable for the administration of the Plan. The date on which the Administrative Body adopts resolutions granting an option to a specified individual shall constitute the date of grant of such option (the "Date of Grant"); provided, however, that if the grant of an option is made subject to the occurrence of a subsequent event (such as, for example, the commencement of employment), the date on which such subsequent event occurs shall be the Date of Grant. Such resolutions shall also specify whether the option is or is not intended to qualify as a Plan ISO; provided, however, that in the event no such specification is made in such resolutions, the Administrative Body shall be deemed to have specified that such option is intended to qualify as a Plan ISO; provided further, however, that in the event that such specification, whether explicit or implicit, is inconsistent with terms set forth in such resolutions for such option, then such specification shall be deemed of no force and effect, and the Administrative Body shall be deemed to have made a specification which is consistent with such terms. The adoption of any such resolution by the majority of the members of the Administrative Body shall complete the necessary corporate action constituting the grant of such option (or options, as the case may be) and an offer of Shares for sale to such individual under the Plan. 4. Eligibility. All officers and employees of the Company and all officers and employees of any subsidiary of the Company, as determined by the Administrative Body, shall be eligible to receive options hereunder; provided, however, that no option shall be granted hereunder to any person who, together with his spouse, children and trusts and custodial accounts for their benefit, at the time of the grant of such option, owns, within the meaning of Section 424(d) of the Code, Shares possessing more than ten percent (10%) of the total combined voting power of all of the outstanding stock of the Company (a "Ten Percent Stockholder"), unless the option granted to the Ten Percent Stockholder satisfies the additional conditions for options granted to Ten Percent Stockholders set forth in subparagraphs 5(a) and 6(a). For purposes of the Plan, a subsidiary shall mean any "subsidiary corporation" as defined in Section 424(f) of the Code or, with respect to any Plan Non-ISO, any partnership or non-corporate joint venture of which the Company or any subsidiary of the Company is a general partner or joint venturer. From time to time the Administrative Body shall, in its sole discretion, within the applicable limits of the Plan, select from among the eligible individuals those persons to whom options shall be granted under the Plan, the number of Shares subject to each option, and the exercise price, terms and conditions of any options to be granted hereunder. 2 3 5. Option Price; Maximum Grant. (a) The exercise price for the Shares purchasable under any option granted pursuant to the Plan shall not be less than 100% or, in the case of an option granted to a Ten Percent Stockholder, 110% of the fair market value per share of the Shares subject to option under the Plan at the Date of Grant, solely as determined by the Administrative Body in good faith. The exercise price for options granted pursuant to the Plan shall be subject to adjustment as provided in paragraph 11. For purposes of the Plan, the "fair market value per share" of the Shares on a given date shall be: (i) if the Shares are listed on a registered securities exchange or quoted on the National Market System, the closing price per share of the Shares on such date (or, if there was no trading reported on such date, on the next preceding day on which there was trading reported); (ii) if the Shares are not listed on a registered securities exchange and not quoted on the National Market System, but the bid and asked prices per share for the Shares are provided by NASDAQ, the National Quotation Bureau Incorporated or any similar organization, the average of the closing bid and asked price per share of the Shares on such date (or, if there was no trading in the Shares on such date, on the next preceding day on which there was trading) as provided by such organization; and (iii) if the Shares are not traded on a registered securities exchange and not quoted on the National Market System and the bid and asked price per share of the Shares are not provided by NASDAQ, the National Quotation Bureau Incorporated or any similar organization, as determined by the Administrative Body in good faith. (b) To the extent necessary for Plan ISOs to qualify as Incentive Stock Options, the aggregate fair market value, determined as of the Date of Grant, of the Shares subject to options which may first become exercisable by an individual in any calendar year, under this Plan and all other stock option plans of the Company and of any parent or subsidiary of the Company pursuant to which Incentive Stock Options may be granted, shall not exceed $100,000. 6. Term of Option. (a) Subject to the provisions of the Plan, the Administrative Body shall have absolute discretion in determining the period during which the rate at which and the terms and conditions upon which any option granted hereunder may be exercised, and whether any option exercisable in installments is to be exercisable on a cumulative or non-cumulative basis; provided, however, that no option granted hereunder shall be exercisable for a period exceeding ten (10) years or, in the case of an option granted to a Ten Percent Stockholder, five (5) years from the Date of Grant. (b) The grant of options by the Administrative Body shall be effective as of the Date of Grant; provided, however, that no option granted hereunder shall be exercisable unless and until the holder shall enter into an individual option agreement with the Company that shall set forth the terms and conditions of such option. Each such agreement shall expressly incorporate by reference the provisions of this Plan (a copy of which shall be made available for inspection by the optionee during normal business hours at the principal office of the Company), and shall state that in the event of any inconsistency 3 4 between the provisions hereof and the provisions of such agreement, the provisions of this Plan shall govern. 7. Exercise of Options. An option shall be exercised when written notice of such exercise, signed by the person entitled to exercise the option, has been delivered or transmitted by registered or certified mail to the Secretary of the Company at its then principal office. Such notice shall specify the number of Shares for which the option is being exercised and shall be accompanied by (i) such documentation, if any, as may be required by the Company as provided in subparagraph 12(b) and (ii) payment of the aggregate option price. Such payment shall be in the form of (i) cash or a certified check (unless such certification is waived by the Company) payable to the order of the Company in amount of the aggregate option price, (ii) certificates duly endorsed for transfer (with all transfer taxes paid or provided for) evidencing a number of Shares of which the aggregate fair market value on the date of exercise price of the Shares being purchased, or (iii) a combination of these methods of payment. Delivery of such notice shall constitute an irrevocable election to purchase the Shares specified in such notice, and the date on which the Company receives the last of such notice, documentation and the aggregate option exercise price for all of the Shares covered by the notice shall, subject to the provisions of paragraphs 8 and 12 hereof, be the date as of which the Shares so purchased shall be deemed to have been issued. Subject to paragraph 8 hereof, the person entitled to exercise the option shall not have the right or status as a holder of the Shares to which such exercise relates prior to receipt by the Company of the payment, notice and documentation expressly referred to in this paragraph 7. 8. Loans. Anything in paragraph 7 to the contrary notwithstanding, the making of a loan by the Company to an optionee for the purpose of fully or partially exercising an option granted hereunder shall be permissible, and the application of the proceeds of any such loan to such exercise shall not be construed to contravene the requirement that payment of the aggregate option price be made upon exercise of an option. Stockholder approval of this Plan constitutes approval of all such loans which the Administrative Body may in its sole discretion hereafter determine to make for the express purpose of permitting the exercise of an option granted hereunder. 9. Exercise and Cancellation of Options Upon Termination of Employment or Death. Except as set forth below, if a holder shall voluntarily or involuntarily not continue to serve as an employee of the Company or its subsidiaries, the option of such holder shall terminate upon the first day that the holder is no longer an employee (the "Termination Date"), regardless of the expiration date specified in such option. If the termination of such service is due to retirement (as defined by the Administrative Body in its sole discretion), the holder shall have the privilege of exercising any option that the holder could have exercised on the Termination Date; provided, however, that such exercise must be accomplished within the term of such option and within three (3) months of the Termination Date. If the termination of such service is due to disability (within the meaning of such term under Section 22(e)(3) of the Code), he (or his duly appointed guardian or conservator) 4 5 shall have the privilege of exercising any option that he could have exercised on the Termination Date; provided, however, that such exercise must be accomplished within the terms of such option and within one (1) year of the Termination Date. For all purposes of the Plan, an approved leave of absence shall not constitute interruption or termination of service. Nothing contained herein or in any option agreement shall be construed to confer on any option holder any right to continue as an officer or employee of the Company or of any subsidiary of the Company or derogate from any right of the Company or any subsidiary of the Company to retire, request the resignation of or discharge such option holder, or to lay off or require a leave of absence of such holder (with or without pay), at any time, with or without cause. 10. Non-transferability of Options. No option granted under the Plan shall be sold, pledged, assigned or transferred in any manner except to the extent that options may be exercised by an executor or administrator as provided in paragraph 9 hereof. An option may be exercised, during the lifetime of the holder thereof, only by such holder or his duly appointed guardian or conservator in the event of his disability. 11. Adjustments Upon Certain Events. (a) If the outstanding Shares are subdivided, consolidated, increased, decreased, changed into, or exchanged for a different number or kind of shares or other securities of the Company through reorganization, merger, recapitalization, reclassification, capital adjustment or similar transaction, or if the Company shall issue additional Shares as a dividend or pursuant to a stock split, then the number and kind of Shares available for issuance pursuant to the exercise of options to be granted under this Plan and all Shares subject to the unexercised portion of any option theretofore granted and the exercise price of such options shall be adjusted to prevent the inequitable enlargement or dilution of any rights hereunder; provided, however, that any such adjustment in outstanding options under the Plan shall be made without change in the aggregate exercise price applicable to the unexercised portion of any such outstanding option. Distributions to the Company's stockholders consisting of property other than shares of Common Stock of the Company or its successor and distributions to stockholders of rights to subscribe for Common Stock shall not result in the adjustment of the Shares purchasable under outstanding options or the exercise price of outstanding options. Adjustments under this paragraph shall be made by the Administrative Body, whose determination thereof shall be conclusive and binding. Any fractional Share resulting from adjustments pursuant to this paragraph shall be eliminated from any then outstanding option. Nothing contained herein or in any option agreement shall be construed to affect in any way the right or power of the Company to make or become a party to any adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or otherwise transfer all or any part of its business or assets. 5 6 (b) In the event of the dissolution or liquidation of the Company, or in the event of a merger or consolidation in which (1) the Company is not the surviving corporation and (2) the agreements governing such merger or consolidation do not provide for the issuance of Substitute Options (as hereinafter defined) in lieu of the options granted hereunder or for the express assumption of such outstanding options by the surviving corporation, the holder of any option theretofore granted under this Plan shall have the right immediately prior to the record date for the determination of stockholders entitled to participate in such merger, consolidation, dissolution or liquidation, to exercise his option, in whole or in part, without regard to any installment provision that may have been made part of the terms and conditions of such option; provided, however, that any conditions precedent to such exercise set forth in any resolution of the Administrative Body in granting any such options or set forth in any option agreement granted under this Plan, other than the passage of time, have been satisfied. In any such event, the Company will mail or cause to be mailed to each holder of an option hereunder a notice specifying the date that is to be fixed as of which all holders of record of the Shares shall be entitled to exchange their Shares for securities, cash or other property issuable or deliverable pursuant to such merger, consolidation, dissolution or liquidation. Such notice shall be mailed at least ten (10) days prior to the date therein specified. In the event any then outstanding option is not exercised in its entirety on or prior to the date specified therein, all remaining outstanding options granted hereunder and any and all rights thereunder shall terminate as of such date. For purposes of this subparagraph 11(b), a Substitute Option shall mean an option under which the holder of an option has the right to purchase on substantially equivalent terms (as hereinafter defined) (in lieu of Shares), the stock, securities or other property he would have been entitled to receive under the consummation of such merger or consolidation had he exercised the option immediately prior thereto. For purposes of the preceding sentence, "substantially equivalent terms" shall be those terms given approval by the Administrative Body in its sole discretion. 12. General Restrictions. (a) No option granted hereunder shall be exercisable if the Company shall at any time determine that (i) the listing upon any securities exchange, registration or qualification under any state or federal law of any Shares otherwise deliverable upon such exercise, or (ii) the consent or approval of any regulatory body or the satisfaction of withholding tax or other withholding liabilities, is necessary or appropriate in connection with such exercise. In the case of any of the events referred to in clause (i) or clause (ii) above, the exercisability of such options shall be suspended and shall not be effective unless and until such withholding, listing, registration, qualification or approval shall have been effected or obtained free of any conditions not acceptable to the Company in its sole discretion, notwithstanding any termination of any option or any portion of any option during the period when exercisability has been suspended. (b) The Administrative Body may require, as a condition to the right to exercise an option, that the Company receive from the option holder, at the time of any 6 7 such exercise, representations, warranties and agreements to the effect that the Shares are being purchased by the holder for investment only and without any present intention to sell or otherwise distribute such Shares and that the option holder will not dispose of such Shares in transactions which, in the opinion of counsel to the Company, would violate the registration provisions of the Securities Act of 1933, as then amended, and the rules and regulations thereunder. The certificates issued to evidence such Shares shall bear appropriate legends summarizing such restrictions on the disposition thereof. 13. Restrictions on Transfers of Shares; Repurchase by the Company. (a) Without the prior written consent of the Company, the individual exercising an option hereunder shall not sell, transfer, pledge, hypothecate or otherwise dispose of any Shares acquired upon the exercise of options hereunder or any interest in any such Shares within seven months following the date of such exercise. In the event that during the first six months of such period the option holder shall, for any reason (other than death), cease to be an officer or employee of the Company or its subsidiaries, then forthwith upon the occurrence of such event, the Company shall have the right for the duration of such six month period to repurchase from the option holder, and upon the exercise of such right, the option holder shall be required to sell to the Company, all such Shares owned by him which are then subject to restriction under this subparagraph 13(a) for a price equal to the aggregate exercise price paid for such Shares. The Company may exercise its right to repurchase Shares by mailing a notice of exercise to the option holder prior to the expiration of the Company's repurchase right. In the event the Company repurchases such Shares, the certificate or certificates evidencing such Shares shall forthwith be delivered to the Company against full payment of the sum of (i) an amount of money in the form of cash or check equal to the amount, if any, paid by the optionee in cash or check as payment of the exercise price, and (ii) a number of Shares equal to the number of Shares, if any, paid by the optionee in cash or check as payment of the exercise price, without regard to the then fair market value of such Shares. In the event the Company made a loan to such optionee for the purpose of fully or partially exercising such option, the Company shall return to the optionee any note made by the optionee to the Company and/or its order to evidence his indebtedness to the Company for such loan. In the event the optionee had paid the option exercise price, in whole or in part, in Shares, then the Company shall delay such repurchase until six (6) months and ten (10) days from the date the optionee ceased to be an officer or employee of the Company or its subsidiaries. (b) The certificate or certificates delivered to individuals who exercise options hereunder to evidence Shares acquired upon any exercise of an option (as provided in paragraph 7 hereof) shall bear, in addition to any restrictive legend required by subparagraph 12(b) hereof, a legend summarizing the restrictions set forth in subparagraph (a) of this paragraph 13. (c) In the event of the death of an option holder, all restrictions set forth in subparagraph (a) and provided for in subparagraph (b) of this paragraph shall 7 8 terminate forthwith with respect to any and all Shares owned by such holder at the date of his death, but neither the termination of such restrictions upon the death of the holder nor any lapse of restrictions upon the expiration of any period specified in subparagraph 13(a) hereof shall affect the obligations of the holder (or his executor or administrator) to comply with the requirements of subparagraph 12(b) hereof in connection with any sale or other disposition of any such Shares. (d) Anything in the Plan to the contrary notwithstanding, the Administrative Body shall have the power, in its discretion, to reduce or eliminate the period of time during which the transfer of a holder's Shares is restricted under, and/or to eliminate or modify in the holder's favor the Company's right to repurchase Shares pursuant to this paragraph 13, whether before or after any option is granted or exercised hereunder. 14. Exchange of Options. The Administrative Body shall have the right to grant options hereunder that are granted subject to the condition that the grantee shall agree with the Company to terminate all or a portion of another option or options previously granted under the Plan. The Shares that had been issuable pursuant to the exercise of the option terminated in the exchange of options shall, upon such termination, again become available for issuance pursuant to the exercise options under the Plan; provided, however, that in the case of the termination of an option in the same fiscal year that such option was granted (or, for purposes of determining the aggregate number of Shares which may be subject to options issued to any individual under this Plan, the termination of an option at any time), both the terminated option and the newly granted option shall be counted in determining whether the recipient has received the maximum number of options permitted under the Plan. 15. Provision of Information to Optionees. The Company shall furnish annually to each optionee while his or her option remains in effect and not fully exercised, copies of all annual and quarterly reports filed by the Company with the Securities and Exchange Commission during such period, or, if no such reports are required to be so filed, copies of all annual and other periodic reports provided by the Company to its stockholders generally. 16. Amendment. The Board shall have full authority to amend the Plan; provided, however, that any amendment that (i) increases the number of Shares that may be the subject of stock options granted (in the aggregate or to any individual) under the Plan, (ii) expands the class of individuals eligible to receive options under the Plan, (iii) increases the period during which options may be granted or the permissible term of options under the Plan or (iv) decreases the minimum exercise price of such options shall only be adopted by the Board subject to stockholder approval. No amendment to the Plan shall, without the consent of the holder of an existing option, materially and adversely affect his rights under any option. 8 9 17. Termination. Unless the Plan shall theretofore have been terminated as hereinafter provided, the Plan shall terminate on April 20, 2004, and no options under the Plan shall thereafter be granted; provided, however, that the Board may at any time, in its sole discretion, terminate the Plan prior to the foregoing date. No termination of the Plan by the Board shall, without the consent of the holder of an existing option, materially and adversely affect his rights under such option. 18. Stockholder Approval. The Plan shall be submitted to the stockholders of the Company for approval not later than at the 1994 Annual Meeting of the Company's stockholders. Any options granted hereunder prior to such stockholder approval shall not be exercisable unless and until such approval is obtained. If such approval is not obtained by such date, the Plan and any options granted on or after April 21, 1994, the date of approval by the Directors of the amendment and restatement of the Plan, shall terminate. 9 EX-5 3 OPINION OF SHEREFF, FRIEDMAN ET AL. 1 Exhibit 5 [SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP LETTERHEAD] November 22, 1994 Lewis Galoob Toys, Inc. 500 Forbes Boulevard South San Francisco, California 94080 Dear Sirs: Lewis Galoob Toys, Inc., a Delaware corporation (the "Company"), intends to transmit for filing with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, on Form S-8 (the "Registration Statement") which relates to 250,000 shares of the Company's common stock, par value $.01 per share (the "Shares"), which are being offered pursuant to the Company's Amended and Restated 1984 Employee Stock Option Plan (the "Plan") and the related Preferred Stock Purchase Rights (the "Rights") to be issued in connection with the issuance of the Shares pursuant to the Rights Agreement, dated January 17, 1990, by and between the Company and Continental Stock Transfer & Trust Company, as Rights Agent (the "Rights Agreement"). This opinion is an exhibit to the Registration Statement. We have acted as counsel to the Company in connection with the proposed offer and sale of the Shares and related Rights as contemplated by the Registration Statement. However, we are not general counsel to the Company and would not ordinarily be familiar with or aware of matters relating to the Company unless they are brought to our attention by representatives of the Company. We note further that Martin Nussbaum, a member of this firm, has been a director of the Company since 1985 and is the beneficial owner of 7,473 shares of common stock, par value $.01 per share, of the Company ("Common Stock") (and disclaims beneficial ownership of 22,527 shares of Common Stock issuable upon exercise of a warrant issued to this firm by the Company in connection with Mr. Nussbaum's services as Chairman of the Executive Committee of the Board of Directors). We have examined copies (in each case signed, certified or otherwise proved to our satisfaction) of the Company's Certificate of Incorporation, its By-Laws as presently in effect, 2 Lewis Galoob Toys, Inc. November 23, 1994 Page 2 minutes and other instruments evidencing actions taken by its directors and stockholders, and such other documents and instruments relating to the Company and the proposed offering as we have deemed necessary under the circumstances. In our examination of all such agreements, documents, certificates and instruments, we have assumed the genuineness of all signatures and the authenticity of all agreements, documents, certificates and instruments submitted to us as originals and the conformity with the originals of all agreements, instruments, documents and certificates submitted to us as copies. Insofar as this opinion relates to securities to be issued in the future, we have assumed that all applicable laws, rules and regulations in effect at the time of such issuance are the same as such laws, rules and regulations in effect as of the date hereof. We note that we are members of the Bar of the State of New York and that we are not admitted to the Bar of the State of Delaware. To the extent that the opinion expressed herein involves the law of the State of Delaware, our opinion is based solely upon our reading of the General Corporation Law of the State of Delaware as reported by Prentice-Hall Legal and Financial Services. Based on the foregoing, and subject to and in reliance on the accuracy and completeness of the information relevant thereto provided to us, it is our opinion that: 1. The Company is duly incorporated under the laws of the State of Delaware and has an authorized capital stock consisting of 50,000,000 shares of common stock, par value $.01 per share, and 1,000,000 shares of preferred stock, par value $1.00 per share. 2. The Shares to be issued upon the exercise of options issued pursuant to the Plan have been duly authorized, and (subject to the effectiveness of the Registration Statement and compliance with applicable state securities laws), when issued and paid for in accordance with the terms of the Plan, will be legally and validly issued, fully paid and non-assessable. 3. The Rights to be issued in connection with the issuance of the Shares pursuant to the Rights 3 Lewis Galoob Toys, Inc. November 23, 1994 Page 3 Agreement have been duly authorized, and (subject to the effectiveness of the Registration Statement and compliance with applicable state securities laws), when issued in accordance with the terms of the Rights Plan, will be legally and validly issued. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and as an exhibit to any filing made by the Company under the securities or "Blue Sky" laws of any state. This opinion is furnished to you in connection with the filing of the Registration Statement, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes, except as expressly provided in the preceding paragraph. Very truly yours, SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP ----------------------------------------- SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP SFH&G:CIW:DSR:AMF EX-23.2 4 CONSENT OF PRICE WATERHOUSE, LLP 1 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation be reference in this Registration Statement on Form S-8 of our report dated February 14, 1994, which appears on page F-1 of Lewis Galoob Toys, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1993. PRICE WATERHOUSE LLP - -------------------- PRICE WATERHOUSE LLP San Francisco, California November 18, 1994 EX-24 5 POWER OF ATTORNEY 1 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director of Lewis Galoob Toys, Inc., a Delaware corporation, constitutes and appoints Messrs. Mark Goldman and Martin Nussbaum and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign his name to the Registration Statement to which this power of attorney is filed as an exhibit, and any and all amendments to this Registration Statement (including post- effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys- in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming all that attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents as of October 28, 1994. By: /s/ ANDREW J. CAVANAUGH ------------------------- Andrew J. Cavanaugh 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director of Lewis Galoob Toys, Inc., a Delaware corporation, constitutes and appoints Messrs. Mark Goldman and Martin Nussbaum and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign his name to the Registration Statement to which this power of attorney is filed as an exhibit, and any and all amendments to this Registration Statement (including post- effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys- in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming all that attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents as of October 28, 1994. By: /s/ PAUL A. GLIEBE, JR. ------------------------- Paul A. Gliebe, Jr. 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director of Lewis Galoob Toys, Inc., a Delaware corporation, constitutes and appoints Messrs. Mark Goldman and Martin Nussbaum and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign his name to the Registration Statement to which this power of attorney is filed as an exhibit, and any and all amendments to this Registration Statement (including post- effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys- in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming all that attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents as of October 28, 1994. By: /s/ MARK GOLDMAN ------------------------- Mark Goldman 4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director of Lewis Galoob Toys, Inc., a Delaware corporation, constitutes and appoints Messrs. Mark Goldman and Martin Nussbaum and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign his name to the Registration Statement to which this power of attorney is filed as an exhibit, and any and all amendments to this Registration Statement (including post- effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys- in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming all that attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents as of October 28, 1994. By: /s/ SCOTT R. HELDFOND ------------------------- Scott R. Heldfond 5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director of Lewis Galoob Toys, Inc., a Delaware corporation, constitutes and appoints Messrs. Mark Goldman and Martin Nussbaum and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign his name to the Registration Statement to which this power of attorney is filed as an exhibit, and any and all amendments to this Registration Statement (including post- effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys- in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming all that attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents as of October 28, 1994. By: /s/ HOFFER KABACK ------------------------- Hoffer Kaback 6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director of Lewis Galoob Toys, Inc., a Delaware corporation, constitutes and appoints Messrs. Mark Goldman and Martin Nussbaum and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign his name to the Registration Statement to which this power of attorney is filed as an exhibit, and any and all amendments to this Registration Statement (including post- effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys- in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming all that attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents as of October 28, 1994. By: /s/ S. LEE KLING ------------------------- S. Lee Kling 7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director of Lewis Galoob Toys, Inc., a Delaware corporation, constitutes and appoints Messrs. Mark Goldman and Martin Nussbaum and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign his name to the Registration Statement to which this power of attorney is filed as an exhibit, and any and all amendments to this Registration Statement (including post- effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys- in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming all that attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents as of October 28, 1994. By: /s/ ROGER KOWALSKY ------------------------- Roger Kowalsky 8 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director of Lewis Galoob Toys, Inc., a Delaware corporation, constitutes and appoints Messrs. Mark Goldman and Martin Nussbaum and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign his name to the Registration Statement to which this power of attorney is filed as an exhibit, and any and all amendments to this Registration Statement (including post- effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys- in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming all that attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents as of October 28, 1994. By: /s/ MARTIN NUSSBAUM ------------------------- Martin Nussbaum 9 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director of Lewis Galoob Toys, Inc., a Delaware corporation, constitutes and appoints Messrs. Mark Goldman and Martin Nussbaum and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign his name to the Registration Statement to which this power of attorney is filed as an exhibit, and any and all amendments to this Registration Statement (including post- effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys- in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming all that attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents as of October 28, 1994. By: /s/ GEORGE RIORDAN ------------------------- George Riordan -----END PRIVACY-ENHANCED MESSAGE-----