Current Report
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_____
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
November
4, 2009
JAKKS
PACIFIC, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of incorporation)
|
0-28104
(Commission
File Number)
|
95-4527222
(I.R.S.
Employer
Identification
No.)
|
|
22619
Pacific Coast Highway
Malibu,
California
(Address
of principal
executive
offices)
|
90265
(Zip
Code)
|
Registrant's
telephone number, including area code: (310) 456-7799
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction
A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
JAKKS
PACIFIC, INC.
INDEX
TO FORM 8-K
FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION
November 5, 2009
ITEMS IN FORM
8-K
|
Page
|
||||
|
Facing
Page
|
1
|
|||
|
Item
8.01
|
Other
Events
|
3
|
||
|
Item
9.01
|
Financial
Statements and Exhibits
|
3
|
||
|
Signatures
|
4
|
|||
|
Exhibit
Index
|
5
|
Item
8.01 Other Events.
On
November 4, 2009, we issued a press release announcing a proposed unregistered
offering and on November 5, 2009, we issued another press release announcing the
pricing of such offering. Both press releases were issued pursuant to
Rule 135c, as promulgated under the Securities Act of 1933, as
amended. Copies of said releases are annexed hereto as
exhibits.
Item
9.01 Financial Statements and
Exhibits.
(c)
Exhibits
|
Exhibit
|
||
|
Number
|
Description
|
|
|
99.1*
|
November
4, 2009 Press Release
|
|
|
99.2*
|
November
5, 2009 Press Release
|
*
Filed herewith
|
SIGNATURES
|
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
|
Dated: November
5, 2009
|
JAKKS
PACIFIC, INC.
|
||
|
|
By:
|
/s/ Joel M. Bennett | |
| Joel M. Bennett | |||
| Executive Vice President and Chief Financial Officer | |||
Exhibit Index
|
Exhibit
|
||
|
Number
|
Description
|
|
|
99.1*
|
November
4, 2009 Press Release
|
|
|
99.2*
|
November
5, 2009 Press Release
|
*
Filed herewith
5
22619
Pacific Coast Highway, Malibu, CA 90265
T:
310-456-7799 F: 310-317-8527
CONTACTS:
|
Genna
Rosenberg
|
Joel
Bennett
|
|
JAKKS
Pacific, Inc.
|
JAKKS
Pacific, Inc.
|
|
310-455-6235
|
310-455-6210
|
JAKKS
Pacific® Announces
Proposed
Private Placement
MALIBU,
CA -- November 4, 2009 -- JAKKS Pacific, Inc. (NASDAQ: JAKK) today announced
that it proposes to offer, subject to market and other conditions,
$85.0 million in aggregate principal amount of convertible senior notes due
2014 in a private placement. JAKKS intends to grant the initial purchaser of the
notes a 30-day option to purchase up to $15.0 million in principal amount
of additional notes to cover over-allotments, if any.
The notes
will be convertible at any time only upon specified events. Upon conversion, the
notes may be settled, at JAKKS’ election, in cash, shares of its common stock,
or a combination of cash and shares of its common stock. The interest rate,
conversion price and other terms will be determined by negotiations between
JAKKS and the initial purchaser of the notes. The notes will be senior unsecured
obligations of JAKKS and will rank equal in right of payment with all of JAKKS’
existing and future senior unsecured indebtedness.
JAKKS
intends to use the net proceeds from this offering, along with cash on hand, to
repurchase all or a portion of its 4.625% convertible senior notes due 2023. In
the event JAKKS is unable to repurchase such notes on satisfactory terms, JAKKS
may use such proceeds for general corporate purposes.
The notes
will be offered to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended (the “Securities Act”), and outside
the United States to non-U.S. persons in compliance with Regulation S of the
Securities Act. The convertible senior notes will not be registered under the
Securities Act or any other jurisdiction and, unless so registered, may not be
offered or sold in the United States except pursuant to an exemption from the
registration requirements of the Securities Act and applicable state
laws.
This
press release shall not constitute an offer to sell or a solicitation of an
offer to purchase any of these securities, and shall not constitute an offer,
solicitation or sale of the shares of notes in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful.
About JAKKS Pacific,
Inc.
JAKKS
Pacific, Inc. (NASDAQ: JAKK) is a leading designer and marketer of toys and
consumer products, with a wide range of products that feature some of the most
popular children's toy licenses in the world. JAKKS’ diverse portfolio includes
Action Figures, Art Activity Kits, Stationery, Writing Instruments, Performance
Kites, Water Toys, Sports Activity Toys, Vehicles, Infant/Pre-School, Plush,
Construction Toys, Electronics, Dolls, Dress-Up, Role Play, and Pet Toys and
Accessories, sold under various proprietary brands including JAKKS Pacific®,
Play Along®, Flying Colors®, Creative Designs International™, Road Champs®,
Child Guidance®, Pentech®, Funnoodle®, Go Fly a Kite®, Color Workshop®, JAKKS
Pets®, EyeClops®, Plug It In & Play TV Games™, Girl Gourmet®, Kids Only®,
Tollytots® and Disguise. JAKKS is an award-winning licensee of several hundred
nationally and internationally known trademarks including Disney®, Nickelodeon®,
Warner Bros.®, Ultimate Fighting Championship®, Graco® and Cabbage Patch
Kids.
This press release may contain
forward-looking statements (within the meaning of the Private Securities
Litigation Reform Act of 1995) that are based on current expectations, estimates
and projections about JAKKS’ business based partly on assumptions made by its
management. These statements are not guarantees of future performance and
involve risks, uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may differ materially from what is
expressed or forecasted in such statements due to numerous factors, including,
but not limited to, the success of JAKKS’ private placement and the risks and
other factors discussed in JAKKS’ Annual Report on Form 10-K for the year ended
December 31, 2008 and Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2009 and June 30, 2009 under the captions “Disclosure Regarding
Forward-Looking Statements” and “Risk Factors” and otherwise in
JAKKS reports and filings that it makes with the Securities and
Exchange Commission. The forward-looking statements contained herein speak only
as of the date on which they are made, and JAKKS undertakes no obligation to
update any of them to reflect events or circumstances after the date of this
release.
22619
Pacific Coast Highway, Malibu, CA 90265
T:
310-456-7799 F: 310-317-8527
CONTACTS:
|
Genna
Rosenberg
|
Joel
Bennett
|
|
JAKKS
Pacific, Inc.
|
JAKKS
Pacific, Inc.
|
|
310-455-6235
|
310-455-6210
|
JAKKS
Pacific® Prices $85.0 Million
of
Convertible Senior Notes
MALIBU,
CA -- November 5, 2009 -- JAKKS Pacific, Inc. (NASDAQ: JAKK) today announced the
pricing of $85.0 million principal amount of 4.50% convertible senior notes due
2014 (the “notes”).
The notes
are senior unsecured obligations of JAKKS, will pay interest semi-annually at a
rate of 4.50% per annum and will mature on November 1, 2014. The conversion rate
will initially be 63.2091 shares of JAKKS common stock per $1,000 principal
amount of notes (equivalent to an initial conversion price of approximately
$15.82 per share of common stock), subject to adjustment in certain
circumstances. Prior to August 1, 2014, holders of the notes may convert their
notes only upon specified events. Upon conversion, the notes may be settled, at
JAKKS’ election, in cash, shares of its common stock, or a combination of cash
and shares of its common stock. Holders of the notes may require JAKKS to
repurchase for cash all or some of their notes upon the occurrence of a
fundamental change (as defined). JAKKS anticipates closing the offering of the
notes on November 10, 2009. JAKKS also granted the initial purchaser
of the notes a 30-day option to purchase up to an additional $15.0 million in
principal amount of additional notes to cover over-allotments, if
any.
JAKKS
intends to use the net proceeds from the offering, along with cash on hand, to
repurchase all or a portion of its 4.625% convertible senior notes due 2023. In
the event JAKKS is unable to repurchase such notes on satisfactory terms, JAKKS
may use such proceeds for general corporate purposes.
The notes
will be offered to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended (the “Securities Act”). The notes
will not be registered under the Securities Act or any other jurisdiction and,
unless so registered, may not be offered or sold in the United States except
pursuant to an exemption from the registration requirements of the Securities
Act and applicable state laws.
This
press release shall not constitute an offer to sell or a solicitation of an
offer to purchase any of these securities, and shall not constitute an offer,
solicitation or sale of the shares of notes in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful.
About JAKKS Pacific,
Inc.
JAKKS
Pacific, Inc. (NASDAQ: JAKK) is a leading designer and marketer of toys and
consumer products, with a wide range of products that feature some of the most
popular children’s toy licenses in the world. JAKKS’ diverse portfolio includes
Action Figures, Art Activity Kits, Stationery, Writing Instruments, Performance
Kites, Water Toys, Sports Activity Toys, Vehicles, Infant/Pre-School, Plush,
Construction Toys, Electronics, Dolls, Dress-Up, Role Play, and Pet Toys and
Accessories, sold under various proprietary brands including JAKKS Pacific®,
Play Along®, Flying Colors®, Creative Designs International™, Road Champs®,
Child Guidance®, Pentech®, Funnoodle®, Go Fly a Kite®, Color Workshop®, JAKKS
Pets®, EyeClops®, Plug It In & Play TV Games™, Girl Gourmet®, Kids Only®,
Tollytots® and Disguise. JAKKS is an award-winning licensee of several hundred
nationally and internationally known trademarks including Disney®, Nickelodeon®,
Warner Bros.®, Ultimate Fighting Championship®, Graco® and Cabbage Patch
Kids.
This press release may contain
forward-looking statements (within the meaning of the Private Securities
Litigation Reform Act of 1995) that are based on current expectations, estimates
and projections about JAKKS’ business based partly on assumptions made by its
management. These statements are not guarantees of future performance and
involve risks, uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may differ materially from what is
expressed or forecasted in such statements due to numerous factors, including,
but not limited to, the risks and other factors discussed in JAKKS’ Annual
Report on Form 10-K for the year ended December 31, 2008 and Quarterly Reports
on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009 under the
captions “Disclosure Regarding Forward-Looking Statements” and “Risk Factors”
and otherwise in JAKKS reports and filings that it makes with the
Securities and Exchange Commission. The forward-looking statements contained
herein speak only as of the date on which they are made, and JAKKS undertakes no
obligation to update any of them to reflect events or circumstances after the
date of this release.