0000950136-95-000269.txt : 19950825
0000950136-95-000269.hdr.sgml : 19950825
ACCESSION NUMBER: 0000950136-95-000269
CONFORMED SUBMISSION TYPE: S-8
PUBLIC DOCUMENT COUNT: 5
FILED AS OF DATE: 19950824
EFFECTIVENESS DATE: 19950912
SROS: NYSE
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: GALOOB LEWIS TOYS INC /DE/
CENTRAL INDEX KEY: 0000751968
STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [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: 033-62083
FILM NUMBER: 95566476
BUSINESS ADDRESS:
STREET 1: 500 FORBES BLVD
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
BUSINESS PHONE: 4159521678
S-8
1
REGISTRATION STATEMENT; BENEFIT PLAN
As filed with the Securities and Exchange Commission on August 24, 1995
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
(State or other jurisdiction of
incorporation or organization)
94-1716574
(I.R.S. Employer Identification Number)
-----------------------
500 Forbes Boulevard
South San Francisco, California 94080
(Address of Principal Executive Offices) (Zip Code)
-----------------------
LEWIS GALOOB TOYS, INC.
1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
-----------------------
WILLIAM G. CATRON, ESQ.
LEWIS GALOOB TOYS, INC.
500 FORBES BOULEVARD
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(415) 952-1678
CHARLES I. WEISSMAN, ESQ.
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 758-9500
(Name, address and telephone number, including area code,
of agents for service)
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
$.01 per share (1) 160,000 shares $7.6875 $1,230,000 $424.14
(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. 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 August 18, 1995.
(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 $7.6875, the
average of the high and low sales prices for the Common Shares on the NYSE on
August 18, 1995, multiplied by 160,000, the number of Common Shares registered
hereby.
- 2 -
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, 1994, 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 Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1995 and June 30, 1995.
(c) 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.
(d) 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, during fiscal year 1994 until
March 31, 1995, Mr. Nussbaum received a fee of $10,000 per month. Commencing
April 1995, Mr. Nussbaum will receive an annual director's fee of $15,000 plus
$500 for each meeting attended by Mr. Nussbaum. Mr. Nussbaum is also reimbursed
by the Registrant for out-of-pocket expenses incurred by him as a director of
the Corporation. 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
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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 attorneys' 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.
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.
- 4 -
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, 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
- 5 -
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 1995 Non-Employee Directors' 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
in Exhibit 5).
23.2 Consent of Price Waterhouse, LLP.
24 Powers of Attorney.
- 6 -
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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar amount of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum offering
price set forth in the "Calculation of Registration Fee" table in the effective
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 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.
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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 22nd
day of August, 1995.
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 August 22, 1995
------------------
Mark Goldman Executive Officer
* Director August 22, 1995
-------------------
Andrew J. Cavanaugh
* Director August 22, 1995
--------------------
Paul A. Gliebe, Jr.
* Director August 22, 1995
--------------------
Scott R. Heldfond
* Director August 22, 1995
---------------------
Hoffer Kaback
* Director August 22, 1995
----------------------
S. Lee Kling
* Director August 22, 1995
-----------------------
Roger Kowalsky
* Director August 22, 1995
------------------------
Martin Nussbaum
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* Director August 22, 1995
------------------------
George Riordan
/s/ William B. Towne Executive Vice August 22, 1995
-------------------------- President, Finance and
William B. Towne Chief Financial Officer
* By: /s Mark Goldman
---------------------
Mark Goldman
Attorney-in-Fact
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EXHIBIT INDEX
Sequential
Exhibit Number. Description. Page Number.
-------------- ------------ ------------
4.1 Certificate of Incorporation. (Incorporated by reference to N/A
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 "Exhibit 3.1 to
Amendment No. 1 to the Form 8-B").)
4.2 Bylaws. (Incorporated by reference to Exhibit 3.2 to N/A
Amendment 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 N/A
Series 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, N/A
between 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 1995 Non-Employee Directors' 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 N/A
(included in Exhibit 5).
23.2 Consent of Price Waterhouse, LLP. ----
24 Powers of Attorney. ----
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EX-4.6
2
1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
LEWIS GALOOB TOYS, INC.
1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
1. Purpose. The 1995 Non-Employee Directors' Stock Option Plan (the
"Plan") of Lewis Galoob Toys, Inc., a Delaware corporation (the "Corporation"),
is designed to aid the Corporation and its subsidiaries in retaining and
attracting non-employee directors of exceptional ability by enabling such non-
employee directors to purchase a proprietary interest in the Corporation,
thereby stimulating in such individuals an increased desire to render greater
services which will contribute to the continued growth and success of the
Corporation and its subsidiaries.
2. Amount and Source of Stock. The total number of shares of the
Corporation'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 160,000, subject to adjustment as provided in paragraph 11. None of the
options to be granted under the Plan are intended to be "Incentive Stock
Options" as defined in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), and the regulations (whether proposed, temporary or final)
promulgated thereunder. Such Shares may be reserved or made available from the
Corporation's authorized and unissued Shares or from Shares reacquired and held
in the Corporation'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.
3. Administration of the Plan. The Plan shall be administered by a
committee (the "Committee") of the Board of Directors of the Corporation (the
"Board") comprised of three or more members of the Board, selected by the Board,
all of which members shall be "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"). 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 and to make all
other determinations necessary or advisable for the administration of the Plan.
4. Eligibility/ Non-Discretionary Grants. All non-employee directors
of the Corporation then serving on the Board of Directors of the Corporation
shall be eligible for, and shall receive, an option exercisable to purchase
2,000 Shares on July 1, 1995 and on January 1 of each year thereafter. The date
on which an option is granted hereunder to a specified individual shall
constitute the date of grant of such option (the "Date of Grant").
5. Option Price. The initial exercise price of the Shares
purchasable under any option granted pursuant to the Plan shall be 100% of the
fair market value of the Shares
subject to such option on the Date of Grant. 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, solely as determined by the Administrative Body in good faith.
6. Vesting and Term of Option.
(a) Subject to subparagraph 12(b) hereof, options granted to a
participant hereunder shall vest immediately upon grant.
(b) Options granted hereunder shall be exercisable for a period
of ten (10) years from the Date of Grant.
(c) 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 this Plan has been approved by
the Corporation's stockholders and unless and until the holder has entered into
an individual option agreement with the Corporation 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 Corporation), and shall state that in the event of
any inconsistency 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 Corporation 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
Corporation as provided in subparagraph 12(b), and (ii) payment of the aggregate
option price. Subject to paragraph 8 hereof, such payment shall be in the form
of (i) cash or a certified check (unless such certification is waived by the
Corporation) payable to the order of the Corporation in the amount of the
aggregate option price, (ii) certificates duly endorsed for
- 2 -
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 is equal
to the aggregate option 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 Corporation 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 Corporation of the payment, notice
and documentation expressly referred to in this paragraph 7. Notwithstanding
the foregoing, a holder whose transactions in Common Stock are subject to
Section 16(b) of the Exchange Act may tender Shares in payment of all or any
portion of the option price only if the following additional conditions are met:
(i) the tender is made at least six months after the Date of Grant and (ii)
either (x) the election to tender is irrevocably made at least six months in
advance of the tender of Shares or (y) the tender of Shares takes place during
the period beginning on the third business day following the date of release of
the Corporation's quarterly or annual financial results and ending on the
twelfth business day following such date.
8. Loans. Anything in paragraph 7 to the contrary notwithstanding,
the making of a loan by the Corporation 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 After Termination, Disability
or Death. Except as set forth below, if a holder shall voluntarily or
involuntarily cease to serve as a director of the Corporation, the option of
such holder shall terminate upon the first day that the holder is no longer such
a director (the "Termination Date"), regardless of the expiration date specified
in such option. If the termination of such service is due to disability (as
defined by the Administrative Body in its sole discretion), the holder (or his
duly appointed guardian or conservator) 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 term of such option
and within one (1) year of the Termination Date. If the termination of such
service is due to the death of the holder, the duly appointed executor or
administrator of his estate shall have the privilege at any time 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 one (1) year of the Termination Date.
- 3 -
Nothing contained herein or in any option agreement shall be construed
to confer on any option holder any right to continue as a director of the
Corporation or derogate from any right of the Corporation to remove such option
holder as a director of the Corporation, 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 Corporation through reorganization, merger,
recapitalization, reclassification, capital adjustment or similar transaction,
or if the Corporation 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 on a pro rata basis 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
Corporation's stockholders consisting of property other than Shares of the
Corporation or its successor and distributions to stockholders of rights to
subscribe for Shares 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 Corporation 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.
(b) In the event of the dissolution or liquidation of the
Corporation or in the event of a change in control of the 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 change in control, 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. In any such event, the Corporation 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
- 4 -
the Shares shall be entitled to exchange their Shares for securities, cash or
other property issuable or deliverable pursuant to such change in control,
dissolution or liquidation. Such notice shall be mailed at least ten (10) days
prior to the date therein specified. For purposes of this paragraph, a "change
in control" of the Corporation shall be deemed to occur as of the date on which
a person or entity or group of persons or entities, acting in concert, shall, in
a transaction in which the Corporation is not a party, become the direct or
indirect beneficial owner (within the meaning of Rule 13d-3 of the Exchange Act,
as amended from time to time) of securities of the Corporation representing
fifty-one percent (51%) or more of the combined voting power of the issued and
outstanding voting securities of the Corporation.
12. General Restrictions.
(a) No option granted hereunder shall be exercisable if the
Corporation 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 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 Corporation 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 Corporation receive from the option
holder, at the time of any such exercise, representations, warranties and
agreements to the effect that the Shares are being purchased by the option
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 Corporation,
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. 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 Corporation 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 of options under the Plan.
14. Provision of Information to Optionees. The Corporation shall
furnish annually to each optionee while his or her option remains in effect and
not fully exercised,
- 5 -
copies of all annual and quarterly reports filed by the Corporation 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 Corporation to its stockholders generally.
15. Amendment. The Board shall have full authority to amend the
Plan; provided, however, that any amendment that (i) increases the total number
of Shares that may be subject to stock options granted (in the aggregate or to
any director) 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.
16. Termination. Unless the Plan shall theretofore have been
terminated as provided hereinafter and in Section 17 hereof, the Plan shall
terminate on January 20, 2005, 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.
17. Stockholder Approval. The Plan shall be submitted to the
stockholders of the Corporation not later than at the 1995 Annual Meeting of the
Corporation'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 hereunder shall terminate.
- 6 -
LEWIS GALOOB TOYS, INC.
FORM OF STOCK OPTION AGREEMENT
Stock Option Agreement, made as of the 1st day of July, 199_ between Lewis
Galoob Toys, Inc. (the "Company"), a Delaware corporation, and _______________
___________________________________ (the "Optionee"), residing at ____________
________________________________________.
The Company has duly adopted the 1995 Non-Employee Directors Stock Option
Plan (the "Plan"), the terms of which are hereby incorporated by reference. In
the case of any conflict between the provisions hereof and those of the Plan,
the provisions of the Plan shall be controlling. A copy of the Plan will be
made available for inspection by the Optionee during normal business hours at
the principal office of the Company.
In accordance with paragraph 3 of the Plan, a Committee of the Board of
Directors which administers the Plan (the "Administrative Body"), has adopted a
resolution granting the Optionee a stock option (the "Option") under the Plan to
purchase shares ("Shares") of the Company's common stock, par value $.01 per
share ("Common Stock"), for the price and on the terms and conditions set forth
in this Agreement and in the Plan.
The Option is not intended to satisfy the requirements for an "incentive
stock option" (an "ISO") under the Internal Revenue Code of 1986, as amended
(the "Code").
The Company makes no representations or warranties as to the income, estate
or other tax consequences to the Optionee of the grant or exercise of the Option
or the sale or other disposition of the Shares acquired pursuant to the exercise
thereof.
1. (a) The price at which the Optionee shall have the right to purchase
Shares under this Agreement is $_____ per Share (the "initial exercise price"),
subject to adjustment as provided in paragraph 4 hereof.
(b) Unless the Option is previously terminated pursuant to the Plan
or this Agreement, the Option shall be exercisable during the period or periods
specified below:
Number of Exercisable On
Shares or After Until
-------- -------------- -----
In no event shall any Shares be purchasable under this Agreement after the
respective expiration date specified in the above table ("Expiration Date").
Except as provided in subparagraph 1(c) hereof, the Option shall cease to be
exercisable on the first day after the Optionee no longer is a director of the
Company, and all rights of the Optionee hereunder shall thereupon terminate.
(c) If the Optionee ceases to be a director of the Company and such
cessation is due to disability (as defined by the Administrative Body in its
sole discretion) or death, the Option shall be exercisable as provided in this
subparagraph 1(c). The Optionee or, in the event of his disability, his duly
appointed guardian or conservator or, in the event of his death, his executor or
administrator shall have the privilege of exercising the unexercised portion of
the Option which the Optionee could have exercised on the day on which he
ceased to be a director of the Company; provided, however, that such exercise
must be in accordance with the terms of this Agreement and within one (1) year
of the Optionee's disability or death, as the case may be. In no event,
however, shall the Optionee or his executor or administrator, as the case may
be, exercise the Option after the Expiration Date specified in subparagraph
1(b).
2. Nothing contained herein shall be construed to confer on the Optionee
any right to continue as a director of the Company or to derogate from any right
of the Company to remove the Optionee as a director of the Company at any time,
with or without cause.
3. The Option shall not be sold, pledged, assigned or transferred in any
manner except to the extent that the Option may be exercised by an executor or
administrator as provided in subparagraph 1(c) above. The Option may be
exercised, during the lifetime of the Optionee, only by the Optionee, except as
otherwise provided in subparagraph 1(c) above.
4. (a) If the outstanding shares of the Company 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 shares as a dividend or
pursuant to a stock split, then the number and kind of Shares subject to the
unexercised portion of the Option and the exercise price of the Option shall be
adjusted on a pro rata basis to prevent the inequitable enlargement or dilution
of any rights hereunder; provided, however, that any such adjustment shall be
made without change in the aggregate exercise price applicable to the
unexercised portion of the 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 the
Option or the exercise price of the Option. Adjustments under this paragraph 4
shall be made by the Administrative Body, whose determination shall be
conclusive and binding. In computing any adjustment under this paragraph 4, any
fractional Share shall be eliminated. Nothing contained in this Agreement shall
be construed to affect in any way the right or power of the
- 2 -
Company to make or become a party to any adjustments, reclassifications,
reorganizations or
changes to its capital or business structure or to merge, consolidate, dissolve,
liquidate or otherwise transfer all or any part of its business or assets.
(b) In the event of the dissolution or liquidation of the Company, or
in the event of a change in control of the Company, the Optionee shall have the
right, immediately prior to the record date for the determination of
stockholders entitled to participate in such change in control, dissolution or
liquidation, to exercise the Option, in whole or in part, without regard to any
installment provisions contained in subparagraph 1(b). In such event, the
Company will mail or cause to be mailed to the Optionee a notice specifying the
date that is to be fixed as of which all holders of Shares shall be entitled to
exchange their shares for securities or other property deliverable in connection
with such change in control, dissolution or liquidation. Such notice shall be
mailed at least ten (10) days prior to the date therein specified to the address
of the Optionee specified on page 1 of this Agreement or to such other address
as the Optionee delivers or transmits by registered or certified mail to the
Secretary of the Company at its principal office. For purposes of this
paragraph 4, a "change in control" shall be deemed to occur as of the date on
which a person or entity or group of persons or entities, acting in concert,
shall, in a transaction in which the Company is not a party, become the direct
or indirect owner (within the meaning of Rule 13d-3 of the Securities Exchange
Act of 1934, as amended from time to time) of securities of the Company
representing fifty-one percent (51%) or more of the combined voting power of the
issued and outstanding voting securities of the Company.
5. (a) The Option shall be exercised when written notice of such
exercise, signed by the Optionee, has been delivered or transmitted by
registered or certified mail to the Secretary of the Company at its principal
office. Such written notice shall specify the number of Shares purchasable
under the Option which the Optionee then wishes to purchase and shall be
accompanied by (i) such documentation, if any, as may be required by the
Company as provided in paragraph 12(b) of the Plan and (ii) payment of the
aggregate Option exercise 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 the amount of the aggregate Option
exercise price for such number of Shares, (ii) certificates duly endorsed for
transfer (with all transfer taxes paid or provided for) evidencing a number of
shares of Common Stock of the Company of which the aggregate fair market value
on the date of exercise is equal to the aggregate Option exercise price of the
Shares being purchased, or (iii) a combination of these methods of payment.
Delivery of such notice and documentation 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 payment of the
aggregate Option exercise price for all of the Shares covered by the
notice shall, subject to paragraph 5(b) hereof and paragraph 12(b) of the Plan,
be the date as of which the Shares so purchased shall be deemed to have been
issued. Subject to paragraph 5(b) hereof, the Optionee 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 such payment, notice and documentation.
- 3 -
(b) The Administrative Body may make the determination whether to
make a loan to the Optionee for the purpose of fully or partially exercising the
Option in its sole discretion at any time hereafter. The foregoing
notwithstanding, the making of a loan by the Company to the Optionee for the
purpose of fully or partially exercising the Option shall not be construed to
contravene the requirement that payment of the aggregate Option exercise
price be made upon exercise of the Option.
6. In no event shall the Option be exercisable if the Company shall at
any time determine that (i) the listing on any securities exchange, registration
or qualification of any Shares otherwise deliverable upon such exercise upon any
securities exchange or under any state or federal law, or (ii) the consent or
approval of any regulatory body or the satisfaction of withholding tax or other
withholding liabilities, is necessary or desirable in connection with such
exercise. In 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.
7. The Optionee hereby represents and warrants to the Company that the
Option is being received and the Shares will be purchased for investment only
and without any present intention to sell or otherwise distribute any of such
Shares, and that neither the Option nor the Shares will be disposed of 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 certificate issued to
evidence the Shares shall bear appropriate legends summarizing such restrictions
on the disposition thereof.
8. The Option shall be exercisable in accordance with the terms hereof
even if (i) any ISO to purchase Common Stock in the Company, in any parent or
subsidiary of the Company or in any predecessor of such corporations, pursuant
to the Plan or otherwise, was granted to the Optionee and (ii) such previously
granted ISO remains outstanding. For purposes of this Paragraph, an ISO shall
be treated as outstanding until such option is exercised in full or expires by
reason of lapse of time.
- 4 -
9. This Agreement shall be construed and enforced in accordance with the
laws of the State of California. Subject to subparagraph 1(c), this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective heirs, personal representatives, successors or assigns, as the
case may be.
IN WITNESS WHEREOF, the parties have caused this Stock Option Agreement to
be duly executed and delivered as of the date first above written.
LEWIS GALOOB TOYS, INC.
________________________ By: ________________________
Optionee Name:
Title:
- 5 -
EX-5
3
OPINION OF SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP.
August 24, 1995
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 160,000 shares of the Company's
common stock, par value $.01 per share (the "Shares"), which are being offered
pursuant to the Company's 1995 Non-Employee Directors' 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, 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 do
not hold ourselves out as experts in the law of any other state. We express no
opinion as to the laws of any other jurisdiction, except with respect to the
federal laws of the United States of America and except to the extent that
matters of Delaware general corporate law are involved in the opinions expressed
below.
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 has been 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 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
SFH&G:CIW:GA:AMF
EX-23.2
4
CONSENT OF PRICE WATERHOUSE, LLP.
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Lewis Galoob Toys, Inc. 1995 Non-Employee Directors'
Stock Option Plan of our report dated February 10, 1995, which appears on page
F-1 of Lewis Galoob Toys, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1994.
PRICE WATERHOUSE, LLP
San Francisco, California
August 22, 1995
EX-24
5
POWERS OF ATTORNEY
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
August 22, 1995.
By: /s/ Mark Goldman
Mark Goldman
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
July 18, 1995.
By: /s/ Paul A. Gliebe, Jr.
Paul A. Gliebe, Jr.
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
July 18, 1995.
By: /s/ Roger Kowalsky
Roger Kowalsky
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
July 18, 1995.
By: /s/ George Riordan
George Riordan
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
July 18, 1995.
By: /s/ Andrew J. Cavanaugh
Andrew J. Cavanaugh
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
July 18, 1995.
By: /s/ Hoffer Kaback
Hoffer Kaback
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
July 24, 1995.
By: /s/ Scott R. Heldfond
Scott R. Heldfond
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
July 18, 1995.
By: /s/ S. Lee Kling
S. Lee Kling
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
August 22, 1995.
By: /s/ Martin Nussbaum
Martin Nussbaum