Attached files
| file | filename |
|---|---|
| EX-4.1 - JAKKS PACIFIC INC | v165329_ex4-1.htm |
| EX-10.1 - JAKKS PACIFIC INC | v165329_ex10-1.htm |
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
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0-28104
|
95-4527222
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
22619
Pacific Coast Highway
Malibu,
California
|
90265
|
|
|
(Address
of principal
executive
offices)
|
(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 10, 2009
ITEMS IN FORM
8-K
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Page
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||||
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Facing
Page
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1
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|||
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Item
1.01
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Entry
into a Material Definitive Agreement
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3
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
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3
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||
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Item
3.02
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Unregistered
Sales of Equity Securities
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3
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Item
9.01
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Financial
Statements and Exhibits
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4
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Signatures
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5
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Exhibit
Index
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6
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2
Item
1.01 Entry into a Material Definitive
Agreement.
On November 4, 2009, we entered into a
Purchase Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated
(the “Initial Purchaser”) to sell $100 million in aggregate principal amount of
4.50% Senior Convertible Notes due 2014 (the “Notes”), which amount includes the
Initial Purchaser’s exercise of its $15 million over-allotment
option. On November 10, 2009, we entered into an Indenture (the
“Indenture”) with Wells Fargo Bank, National Association, as the Trustee for the
Notes. The foregoing descriptions of the Purchase Agreement and the
Indenture are qualified in their entirety by reference to the Purchase Agreement
and the Indenture, copies of which are filed as exhibits to this Form 8-K and
are incorporated by reference in this Item 1.01.
Item
2.03 Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
On November 10, 2009, we issued $100
million in aggregate principal amount of the Notes, pursuant to the
Indenture. The Notes are our senior unsecured obligations, are
entitled to semi-annual interest payments at a rate of 4.50% per annum and
mature on November 1, 2014. The Notes are convertible into shares of our common
stock at an initial conversion rate of 63.2091 shares of our common stock per
$1,000 principal amount of Notes (equivalent to 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 our election, in cash,
shares of our common stock, or a combination of cash and shares of our common
stock. Holders of the Notes may require us to repurchase all or some of their
Notes upon the occurrence of a fundamental change (as defined in the Note and
Indenture). The foregoing description of the Notes is qualified in
its entirety by reference to the Indenture and Form of Note, copies of which are
filed as exhibits to this Form 8-K and are incorporated by reference in this
Item 2.03.
Item
3.02 Unregistered Sales of Equity
Securities
As
discussed above, the Company issued $100 million aggregate principal amount of
the Notes on November 10, 2009. The Initial Purchaser of the Notes received an
aggregate discount of approximately $3.5 million. The offer and sale of the
Notes to the Initial Purchaser was not registered under the Securities Act of
1933, as amended (the “Securities Act”), in reliance upon the exemption from
registration under Section 4(2) of the Securities Act as such transaction did
not involve a public offering of securities. The Initial Purchaser then offered
for resale the Notes to qualified institutional buyers pursuant to the exemption
from registration provided by Rule 144A under the Securities Act. The
Company relied on these exemptions from registration based in part on
representations made by the Initial Purchaser.
Additional
information is provided in Item 2.03 above and is incorporated herein by
reference to this Item 3.02.
3
Item
9.01 Financial Statements and
Exhibits.
(c)
Exhibits
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Exhibit
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Number
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Description
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4.1*
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Indenture
dated as of November 10, 2009 between JAKKS Pacific, Inc. and Wells Fargo
Bank, National Association
|
|
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4.2*
|
Form
of 4.50% Senior Convertible Note Due 2014 (included in Exhibit
4.1)
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10.1*
|
Purchase
Agreement dated November 4, 2009 between JAKKS Pacific, Inc. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated
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-----------------------------
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*
Filed herewith
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4
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.
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Dated:
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November
10, 2009
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JAKKS
PACIFIC, INC.
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By:
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/s/ Joel M.
Bennett
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Joel
M. Bennett
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Executive
Vice President and Chief Financial
Officer
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5
Exhibit Index
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Exhibit
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Number
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Description
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4.1*
|
Indenture
dated as of November 10, 2009 between JAKKS Pacific, Inc. and Wells Fargo
Bank, National Association
|
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4.2*
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Form
of 4.50% Senior Convertible Note Due 2014 (included in Exhibit
4.1)
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10.1*
|
Purchase
Agreement dated November 4, 2009 between JAKKS Pacific, Inc. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated
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-----------------------------
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*
Filed herewith
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6