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EX-31.2 - EXHIBIT 31.2 - JAKKS PACIFIC INCtm2019946d1_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - JAKKS PACIFIC INCtm2019946d1_ex31-1.htm

 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

  

FORM 10-K/A

(Amendment No. 1)

 

(Mark One)

 

xANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2019

 

¨TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________

 

Commission File Number 0-28104

 

JAKKS PACIFIC, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 95-4527222
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2951 28th St.  
Santa Monica, California 90405
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (424) 268-9444

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

  Name of each exchange
Title of each class on which registered
Common Stock, $.001 par value per share Nasdaq Global Select

 

Securities registered pursuant to Section 12(g) of the Exchange Act:

 

None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No x 

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 of the Act. Yes ¨ No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

¨ Large Accelerated Filer ¨ Accelerated Filer x Non-Accelerated Filer

x Smaller Reporting Company

¨ Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

 

The aggregate market value of the voting and non-voting common equity (the only such common equity being Common Stock, $.001 par value per share) held by non-affiliates of the registrant (computed by reference to the closing sale price of the Common Stock on June 30, 2019 of $0.70) is $14,316,560.

 

The number of shares outstanding of the registrant’s Common Stock, $.001 par value (being the only class of its common stock), is 35,548,456 as of May 12, 2020.

 

Documents Incorporated by Reference

 

None.

 

 

 

 

 

EXPLANATORY NOTE

 

Reason for this Amendment

 

This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”) of JAKKS Pacific, Inc. (the “Company”), as originally filed (the “Original Filing”) with the U.S. Securities and Exchange Commission (the “SEC”) on May 13, 2020 to add the following disclosure regarding reliance by the Company on the SEC Order issued March 25, 2020 pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), granting exemptions from specified provisions of the Exchange Act and certain rules thereunder (Release No. 34-88465) (the “Order”).

 

This Amendment is being filed to include the disclosure below in accordance with the Order, which was inadvertently omitted from the Original Filing.

 

Reliance on SEC Relief from Filing Requirements

 

The Company filed the Original Filing in reliance on the Order, permitting the delay in filing due to circumstances related to COVID-19. The Company filed, on March 30, 2020, a Current Report on Form 8-K (the “Form 8-K”) indicating its intention to rely on the Order. As stated in the Form 8-K, as a result of the then-current stress on the Company’s supply and delivery chains, the Company’s resources, which include key employees working on matters directly related to the completion of the Annual Report, were substantially focused on addressing such issues as well as diligently attempting to prepare accurate financial models in an ever and quickly-changing business climate. As a result, the Company was unable to gather all of the documents it requires to timely file the Annual Report in an appropriate fashion which will adequately and accurately present the Company’s financial position in a way protective of its shareholders and investors.

 

In accordance with Rules 12b-15 and 13a-14 under the Exchange Act, the Company has also amended Part IV, Item 15 to include currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s principal executive officer and principal financial officer. Because no financial statements have been included in this Amendment, and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.

 

Except as described above, this Amendment does not amend, modify or update the information in, or exhibits to, the Original Filing, and we have not updated disclosures included therein to reflect any subsequent developments or events. This Amendment should be read in conjunction with the Original Filing and with our other filings made with the SEC subsequent to the filing of the Original Filing.

 

 

PART IV

 

 

Item 15. Exhibits and Financial Statement Schedules

 

The following documents are filed as part of this Annual Report on Form 10-K/A:

 

Exhibit  
Number   Description
     
31.1   Rule 13a-14(a)/15d-14(a) Certification of Stephen G. Berman
31.2   Rule 13a-14(a)/15d-14(a) Certification of John L. Kimble

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: May 15, 2020 JAKKS PACIFIC, INC.  
     
  By: /s/ STEPHEN G. BERMAN  
    Stephen G. Berman  
    Chief Executive Officer