JAKKS PACIFIC, INC. (NASDAQ:JAKK) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.
On March 15, 2017 we and Hongkong Meisheng Culture Company Ltd.,
a Hong Kong corporation (Meisheng) entered into an Equity
Purchase Agreement (the Purchase Agreement) which provides, among
other things, that we will sell 3,660,891 shares of our common
stock (the Shares) to Meisheng for an aggregate price of
$19,311,200, or $5.275 per share. The closing under the Purchase
Agreement is subject to certain conditions, including approval by
the stockholders of Meishengs parent company, Meisheng Culture
Creative Corp., Ltd. Meisheng currently owns 1,578,647 shares of
our issued and outstanding shares of common stock (approximately
6.8% of our issued and outstanding shares of common stock).
Following the consummation of the sale of the Shares, Meisheng
will own approximately 19.5% of our issued and outstanding shares
of common stock. We also agreed to provide Meisheng with certain
demand and piggyback registration rights with respect to the
Shares under a Registration Rights Agreement which will be
entered into with Meishing concurrently with the closing under
the Purchase Agreement. The Purchase Agreement also provides that
we will appoint Mr. Xiaoqiang Zhao, the Executive Director of
Meishing and Chairman of its parent company Meisheng Culture
Creative Corp., Ltd. to our Board of Directors and will continue
to support his election to our Board of Directors at future
Annual Meetings provided Meisheng owns at least 10% of our issued
and outstanding shares of common stock. The Purchase Agreement
provides that Meisheng will comply with customary standstill
provisions for as long as Meisheng owns at least 10% of our
issued and outstanding shares of common stock. The foregoing
description of the Purchase Agreement and the Registration Rights
Agreement is qualified in its entirety by reference to the
agreements, copies of which are filed as exhibits to this Form
8-K and are incorporated by reference in this Item 1.01.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
| Exhibit | Description |
| 10.1 |
Equity Purchase Agreement dated as of March 15, 2017 between Registrant and Hongkong Meisheng Culture Company Ltd. |
| 10.2 |
Registration Rights Agreement dated as of March __, 2017 between Registrant and Hongkong Meisheng Culture Company Ltd. |
| 10.3 | Press Release dated March 15, 2017 |
About JAKKS PACIFIC, INC. (NASDAQ:JAKK)
JAKKS Pacific, Inc. is a multi-line, multi-brand toy company. The Company designs, produces, markets and distributes toys and related products, pet toys, consumables and related products, electronics and related products, kids indoor and outdoor furniture, and other consumer products. The Company operates through two business segments: traditional toys and electronics, and role play, novelty and seasonal toys. The traditional toys and electronics segment includes action figures, vehicles, playsets, plush products, dolls, accessories, electronic products, construction toys, infant and pre-school toys, foot to floor ride-on vehicles, wagons and pet products and related products. The role play, novelty and seasonal segment includes role play and dress-up products, novelty toys, seasonal and outdoor products, indoor and outdoor kids’ furniture and Halloween and everyday costume play. JAKKS PACIFIC, INC. (NASDAQ:JAKK) Recent Trading Information
JAKKS PACIFIC, INC. (NASDAQ:JAKK) closed its last trading session up +0.50 at 5.60 with 1,126,956 shares trading hands.