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

October 17, 2019
Date of report (date of earliest event reported)

JAKKS PACIFIC, INC.

(Exact name of registrant as specified in its charter)

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

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

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):

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ¨

On October 17, 2019, JAKKS Pacific, Inc. (the “Company”) amended the employment agreement between the Company and Brent T. Novak, Chief Financial Officer, and entered into Amendment Number Two to Mr. Novak’s Employment Agreement dated as of April 1, 2018 (the “Employment Agreement”), as previously corrected by a letter agreement dated February 28, 2019 and supplemented by an Acknowledgement and Waiver Agreement dated as of August 9, 2019 (the Employment Agreement as corrected and supplemented referred to as the “Amended Employment Agreement”).

The terms of Mr. Novak’s Amended Employment Agreement have been further amended to provide for, among other things, the following: (i) payment of a special additional bonus pursuant to Section 2(d) of his Amended Employment Agreement; (ii) if a Sale Transaction is consummated, that will constitute Good Reason for Mr. Novak’s termination of the Amended Employment Agreement, entitling him to receive the severance benefits provided for under Section 4 of the Amended Employment Agreement upon a termination by him for Good Reason; (iii) if an agreement for a Sale Transaction is entered into and publicly announced but is not closed by January 31, 2020, that will constitute Good Reason for Mr. Novak’s termination of the Amended Employment Agreement, entitling him to receive the severance benefits provided for under Section 5 of the Amended Employment Agreement upon a termination by him for Good Reason; and (iv) upon a termination of Mr. Novak’s employment that is not described in Sections 4 or 5 of the Amended Employment Agreement, he will be entitled to receive twelve (12) months of health care coverage paid by the Company. All capitalized terms used but not defined in the previous sentence have the meanings ascribed thereto in the Amended Employment Agreement, as amended by Amendment Number Two.

The foregoing is only a summary of certain of the terms of the amendment to Mr. Novak’s Amended Employment Agreement, and is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference into this Item 5.02.

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 16, 2019, on August 14, 2019, the Company received a notification letter from the Listing Qualifications Department (the “Staff”) of the NASDAQ Stock Market notifying it that it was not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Global Market set forth in Listing Rule 5450(b)(1)(A).

On October 9, 2019, the Company received written confirmation from the Staff notifying the Company that it has regained compliance under an alternative requirement, Listing Rule 5450(b)(3)(A), which requires the Company to maintain a minimum public float, total revenue and total assets.

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.

Exhibit 10.1

THIS AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT (referred to as the “Amendment”) is effective as of October 17, 2019 (the “Effective Date”) by and between Brent T. Novak (“Novak” or “Executive”) and JAKKS Pacific, Inc., a Delaware corporation the “Company). The Company and Executive are sometimes referred to herein each as a “Party” and, collectively, the “Parties.”

W I T N E S S E T H:

WHEREAS, Executive is currently employed by the Company pursuant to an Employment Agreement effective April 1, 2018 between Executive and the Company (the “2018 Employment Agreement”), as amended by that certain correction letter agreement, dated February 28, 2019 (the “2019 Amendment”), and supplemented by an Acknowledgment and Waiver Agreement dated as of August 9, 2019 (the “Acknowledgment”) (the 2018 Employment Agreement together with the 2019 Amendment and the Acknowledgment are referred to as the “Amended Employment Agreement”.

WHEREAS, Executive and the Company desire to further amend the terms of the Amended Employment Agreement on the terms and subject to the conditions set forth in this Amendment (the Amended Employment Agreement, as amended by this Amendment, is referred to as the “Employment Agreement”.)

NOW, THEREFORE, in consideration of the mutual promises, representations and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, and pursuant to Section 8 of the 2018 Employment Agreement, agree as follows:

“The consummation of a Sale Transaction (as defined below) shall be deemed to constitute Good Reason for purposes of this Section 4 and Exhibit B to the Employment Agreement, and Executive shall be entitled to terminate his employment immediately upon and following such consummation and receive the severance benefits provided for above in this Section 4 of the 2018 Employment Agreement.”

“The term “Sale Transaction” shall mean the sale, lease, transfer, issuance or other disposition, in one transaction or a series of related transactions, of (i) all or substantially all of the consolidated assets of the Company and its subsidiaries (including by or through the issuance, sale, contribution, transfer or other disposition (including by way of reorganization, merger, share or unit exchange, consolidation or other business combination) of a majority of the capital stock or other equity interests of any direct and/or indirect subsidiary or subsidiaries of the Company if substantially all of the consolidated assets of the Company and its subsidiaries are held by such subsidiary or subsidiaries) or (ii) equity of the Company representing at least a majority of the fully diluted common stock of the Company (whether directly or indirectly or by way of any merger, share or unit exchange, recapitalization, sale or contribution of equity, tender offer, reclassification, consolidation or other business combination transaction or purchase of beneficial ownership), to (in either case of clause (i) or clause (ii)) any person or “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended, or any successor provision) of persons.”

“If an agreement for a Sale Transaction is entered into and publicly announced but has not been consummated by January 31, 2020, an event constituting Good Reason shall be deemed to have occurred for purposes of this Section 5 and Exhibit B to the Employment Agreement, and Executive shall be entitled to terminate his employment immediately after such date and receive the severance benefits provided for above in this Section 5 of the 2018 Employment Agreement.”

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SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day and year first above written.