Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): July 9, 2020



(Exact name of registrant as specified in its charter)


Delaware 0-28104 95-4527222
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)


2951 28th Street, Santa Monica, California 90405
(Address of principal executive offices) (Zip Code)


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


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


Title of each class   Trading Symbol   Name of each exchange on which registered
Common Stock, $.001 par value   JAKK   NASDAQ Global Select Market


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:


¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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. ¨






Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On July 6, 2020 we filed with the Secretary of State of Delaware an amendment to our Amended and Restated Certificate of Incorporation (the “Amendment”) to implement a reverse stock split of our outstanding common stock in the ratio of 1-for-10 (the “Reverse Stock Split”). The Reverse Stock Split will be effective at 5:00 p.m. EDT on July 9, 2020 (the “Effective Time”) and thus will be in place at the start of trading on July 10, 2020.


A copy of the Amendment is filed herewith.


Item 9.01.  Financial Statements and Exhibits.


(d)           Exhibits


Exhibit Description
10.1 Amendment to the Amended and Restated Certificate of Incorporation







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:  July 9, 2020    
  By: /s/ Stephen G. Berman
    Stephen G. Berman




Exhibit 10.1









Under Section 242 of the Delaware General Corporation Law


JAKKS Pacific, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows:


1. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by adding the following paragraph at the end of Article 4:


At the Effective Time (as defined below), pursuant to the Delaware General Corporation Law and this amendment to the Corporation’s Amended and Restated Certificate of Incorporation, each ten (10) shares of Common Stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time either issued and outstanding or obliged to be issued shall be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, par value $0.001 per share, without any further action by the Corporation or the holder thereof; provided that no fractional shares shall be issued to any holder and that instead of issuing such fractional shares, the Corporation shall round shares up to the nearest whole number (after aggregating all fractional shares to be received by a holder). Each certificate that exists immediately prior to the Effective Time that represents shares of Common Stock (“Old Certificates”) shall thereafter represent that reduced number of new shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional shares as described above.


2. The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware by the vote of a majority of each class of outstanding stock of the Corporation entitled to vote thereon.


3. The effective time of this filing shall July 9, 2020 at 5:00 pm EDT (the “Effective Time”), at which time, and not before, regardless of when this Certificate is actually filed, the combination describe above shall occur.


IN WITNESS WHEREOF, I have signed this Certificate this 29th day of June, 2020.



Stephen G. Berman

Chief Executive Officer & President