-----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, MaBweN7NEo0ccoAG8pqaf0GibK8CqbjCYjEXkCyYfYof13GTxL+79ux/Ve1nFCtk wFFU3wBNCrsByg8ov2yc4Q== 0000950123-94-001933.txt : 19941128 0000950123-94-001933.hdr.sgml : 19941128 ACCESSION NUMBER: 0000950123-94-001933 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: 033-56589 FILM NUMBER: 94561736 BUSINESS ADDRESS: STREET 1: 500 FORBES BLVD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 4159521678 S-8 1 FORM S-8 - SHARE GRANT 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) ---------------------------------- SHARE GRANT IN CONNECTION WITH TERMINATION OF LEWIS GALOOB TOYS, INC. 1992 SENIOR MANAGEMENT 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 AMOUNT MAXIMUM PROPOSED 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 449,732 shares $6.8125 $3,063,800 $1,056.48 $.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 (f) 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 (f) 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 449,732, 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 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 Form of Share Grant Agreement in Connection with Termination of 1992 Senior Management Stock Option Plan.
- 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 Form of Share Grant Agreement in Connection with Termination of 1992 Senior Management Stock Option Plan ---- 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 FORM OF SHARE GRANT AGREEMENT 1 Exhibit 4.6 AGREEMENT This Agreement is made and entered into as of February __, 1994 by and between Lewis Galoob Toys, Inc., a Delaware corporation (the "Company"), and __________________ (the "Holder"), the _____________________ of Galoob. W I T N E S S E T H: WHEREAS, the Holder owns options (the "Current Options") issued under the Company's 1992 Senior Management Stock Option Plan to purchase ________ shares of the issued and outstanding common stock, $.01 par value per share (the "Common Stock"), of the Company at a variable exercise price ranging from $5.625 to $.01 per share pursuant to certain Stock Option Agreements between the Holder and the Company dated ______________ and ______________; and WHEREAS, it is the mutual desire of the parties hereto to provide for the exchange (the "Exchange") of the Current Options for (i) options (the "New Options") to purchase ______________ shares of Common Stock of the Company at an exercise price fixed at $9.00 per share, the last trading price of the Common Stock on the New York Stock Exchange received by the Board of Directors of the Company on January 27, 1994 before the Board of Directors approved the Exchange, and (ii) _________________ shares of Common Stock (the "Shares"); NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Exchange of Current Options for the New Options and the Shares: Stockholder Vote. (a) Upon execution of this Agreement or as soon thereafter as is reasonably practicable, the Holder shall deliver to the Chief Administrative Officer of the Company such Holder's originally executed Stock Option Agreements with respect to the Current Options to the Company, and, in exchange therefor, the Company shall issue to the Holder the New Options and the Shares. The terms of the New Options will not vary in any respect materially adverse to the Holder from the terms of the Current Options. (b) The Company has authorized the issuance of the New Options and the Shares to be issued hereby, and the Company covenants and agrees that, when issued, the Shares and the shares of Common Stock underlying the New Options will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and will be free and clear of all liens, claims, encumbrances and adverse interest of any nature whatsoever, except as set forth herein. 2 (c) The parties acknowledge that the vote of the common stockholders of the Company will be necessary to approve the Exchange, the stock grant plan with respect to the Shares and the stock option plan with respect to the New Options. The Company anticipates that such vote will occur at its 1994 Annual Meeting of Stockholders, unless a common stockholder meeting is held earlier. The Holder agrees not to sell any Shares or exercise any New Options prior to the date of stockholder approval. If the requisite vote of the common stockholders is not attained, this Agreement shall be null and void, and the Holder shall surrender to the Company his New Options and Shares, and the Company shall return the Current Options to the Holder. 2. Restrictions of Transfer. (a) This Agreement is for the sole benefit of and binding upon the parties hereto, and their successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. The Holder may not transfer his New Options, except in accordance with the terms of the applicable stock option agreement with respect to the New Options. (b) Notwithstanding anything herein to the contrary, the Shares may only be sold, assigned, pledged, hypothecated, transferred or otherwise disposed of under the terms set forth on Annex A. As applicable, the Shares will bear appropriate restrictive legends reflecting such restrictions. 3. Entire Agreement. This Agreement constitutes the entire and only agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written, of the parties in connection herewith. This Agreement may be modified only be a written instrument executed by the parties affected thereby. 4. Applicable Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware without regard to the conflicts of laws principles thereof. 5. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall be deemed - 2 - 3 necessary in making proof of this Agreement to produce or account for more than one counterpart signed by the party to be charged. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year set forth above. ----------------------------------- LEWIS GALOOB TOYS, INC. By: -------------------------------- Name: Title: - 3 - EX-5 3 OPINION OF SHEREFF, FRIEDMAN ET AL. 1 Exhibit 5 [SHEREFF, FRIEDMAM, HOFFMAN & GOODMAN 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 449,732 shares of the Company's common stock, par value $.01 per share (the "Shares"), which are being offered in connection with the termination of the Company's 1992 Senior Management Stock Option 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, minutes and other instruments evidencing actions taken by its 2 Lewis Galoob Toys, Inc. November 22, 1994 Page 2 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 have been duly authorized and are legally and validly issued, fully paid and non-assessable. 3. The Rights issued in connection with the issuance of the Shares pursuant to the Rights Agreement have been duly authorized and are 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 3 Lewis Galoob Toys, Inc. November 22, 1994 Page 3 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 by 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-----