| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 1)* | |
|
JAKKS Pacific, Inc. | |
| (Name of Issuer) | |
|
Common stock, $0.001 par value | |
| (Title of Class of Securities) | |
|
47012E106 | |
| (CUSIP Number) | |
|
Oasis Management Company Ltd. c/o Oasis Management (Hong Kong) LLC 21/F Man Yee Building 68 Des Voeux Road, Central Hong Kong Attention: Phillip Meyer (852) 2847-7708
with a copy to:
Schulte Roth & Zabel LLP 919 Third Avenue New York, NY 10022 Attention: Eleazer N. Klein, Esq. (212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
|
September 25, 2015 | |
| (Date of Event Which Requires Filing of This Statement) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 8 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 47012E106 | SCHEDULE 13D/A | Page 2 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON Oasis Management Company Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- | ||
| 8 |
SHARED VOTING POWER 946,153 shares of Common Stock 1,276,332 shares of Common Stock issuable upon conversion of 4.25% Convertible Senior Notes due 2018 1,063,553 shares of Common Stock issuable upon conversion of 4.875% Convertible Senior Notes due 2020 | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 946,153 shares of Common Stock 1,276,332 shares of Common Stock issuable upon conversion of 4.25% Convertible Senior Notes due 2018 1,063,553 shares of Common Stock issuable upon conversion of 4.875% Convertible Senior Notes due 2020 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 946,153 shares of Common Stock 1,276,332 shares of Common Stock issuable upon conversion of 4.25% Convertible Senior Notes due 2018 1,063,553 shares of Common Stock issuable upon conversion of 4.875% Convertible Senior Notes due 2020 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.0% | |||
| 14 |
TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 47012E106 | SCHEDULE 13D/A | Page 3 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON Oasis Investments II Master Fund Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC (see Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- | ||
| 8 |
SHARED VOTING POWER 946,153 shares of Common Stock 1,276,332 shares of Common Stock issuable upon conversion of 4.25% Convertible Senior Notes due 2018 1,063,553 shares of Common Stock issuable upon conversion of 4.875% Convertible Senior Notes due 2020 | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 946,153 shares of Common Stock 1,276,332 shares of Common Stock issuable upon conversion of 4.25% Convertible Senior Notes due 2018 1,063,553 shares of Common Stock issuable upon conversion of 4.875% Convertible Senior Notes due 2020 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 946,153 shares of Common Stock 1,276,332 shares of Common Stock issuable upon conversion of 4.25% Convertible Senior Notes due 2018 1,063,553 shares of Common Stock issuable upon conversion of 4.875% Convertible Senior Notes due 2020 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.0% | |||
| 14 |
TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 47012E106 | SCHEDULE 13D/A | Page 4 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON Seth Fischer | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Germany | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- | ||
| 8 |
SHARED VOTING POWER 946,153 shares of Common Stock 1,276,332 shares of Common Stock issuable upon conversion of 4.25% Convertible Senior Notes due 2018 1,063,553 shares of Common Stock issuable upon conversion of 4.875% Convertible Senior Notes due 2020 | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 946,153 shares of Common Stock 1,276,332 shares of Common Stock issuable upon conversion of 4.25% Convertible Senior Notes due 2018 1,063,553 shares of Common Stock issuable upon conversion of 4.875% Convertible Senior Notes due 2020 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 946,153 shares of Common Stock 1,276,332 shares of Common Stock issuable upon conversion of 4.25% Convertible Senior Notes due 2018 1,063,553 shares of Common Stock issuable upon conversion of 4.875% Convertible Senior Notes due 2020 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.0% | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 47012E106 | SCHEDULE 13D/A | Page 5 of 8 Pages |
This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 3, 2015 (as amended hereby, the “Schedule 13D”) with respect to the common stock, par value $0.001 per share (the “Shares”), of JAKKS Pacific, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. This Amendment No. 1 amends Items 3, 4, 5, 6 and 7 as set forth below.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: | |
| Funds for the purchase of the Shares by Oasis II Fund reported herein were derived from general working capital and margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein. A total of $6,611,404 was paid to acquire the 946,153 Shares reported herein. A total of $10,743,288 was paid to acquire the $11,160,000 principal amount of 4.25% Convertible Senior Notes due 2018 (the "2018 Convertible Senior Notes") reported herein. A total of $9,559,859 was paid to acquire the $10,250,000 principal amount of 4.875% Convertible Senior Notes due 2020 (together with the 2018 Convertible Senior Notes, the "Convertible Senior Notes") reported herein. | |
| Item 4. | PURPOSE OF TRANSACTION |
| Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| On September 25, 2015, Oasis Management entered into an agreement with the Issuer and, solely for purposes of Section 8(b) thereunder, Alexander Azim Shoghi (the “Nominee” and such agreement, the “Cooperation Agreement”). Under the terms of the Cooperation Agreement, the Issuer agreed to (i) nominate the Nominee for election as a director at the Issuer’s 2015 annual meeting of stockholders (the “2015 Annual Meeting”) with a term expiring at the 2016 annual meeting of stockholders; (ii) recommend that the Issuer’s stockholders vote to elect the Nominee at the 2015 Annual Meeting; and (iii) use its reasonable best efforts (including the solicitation of proxies) to obtain the election of the Nominee at the 2015 Annual Meeting. | |
| Under the Cooperation Agreement, Oasis Management agreed that, during the Cooperation Period (as defined therein), it will not (and will cause its affiliates to not) dispose of any Shares beneficially owned by it if such sale or other disposition would cause its aggregate beneficial ownership to decrease below 1,251,606 Shares (representing 5% of the 25,032,131 Shares outstanding as of the date of the Cooperation Agreement (taking into account the 2,339,885 Shares issuable upon | |
| CUSIP No. 47012E106 | SCHEDULE 13D/A | Page 6 of 8 Pages |
| conversion of the Convertible Senior Notes beneficially owned by Oasis Management as of the date of the Cooperation Agreement)); or (ii) engage in any short sale of Shares, and the Nominee agreed to submit his resignation if either such event occurs. Oasis Management also agreed to cause all Voting Securities (as defined in the Cooperation Agreement) that it is entitled to vote at the 2015 Annual Meeting to be present for quorum purposes and to be voted in favor of the election of five of the Issuer's incumbent nominees and one nominee in addition to the Nominee, if proposed by the Issuer. In addition, Oasis Management agreed to abide by certain customary standstill provisions during the Cooperation Period. | |
| The foregoing summary of the Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is attached hereto as Exhibit 2 and is incorporated by reference herein. |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| Paragraphs (a) and (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows: | |
| (a) | See rows (11) and (13) of the cover pages hereto for the aggregate number of Shares and percentages of the Shares beneficially owned by each of the Reporting Persons. The percentages used herein are calculated based upon 22,692,246 Shares reported by the Issuer to be outstanding as of September 25, 2015, as disclosed in the Cooperation Agreement. |
| (c) | The transactions in the Shares by Oasis II Fund within the past sixty days, which were all in the open market, are set forth in Schedule B, and are incorporated herein by reference. The other Reporting Persons did not enter into any transactions in the Shares within the past sixty days. |
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
| Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| On September 25, 2015, Oasis Management entered into the Cooperation Agreement, the terms of which are described in Item 4 of this Amendment No. 1. A copy of such agreement is attached as Exhibit 2 to this Schedule 13D and is incorporated by reference herein. | |
| Other than the holdings of the Convertible Senior Notes, the Joint Filing Agreement and the Cooperation Agreement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. | |
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS |
| Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| Exhibit 2: | Cooperation Agreement, dated September 25, 2015. |
| CUSIP No. 47012E106 | SCHEDULE 13D/A | Page 7 of 8 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: September 29, 2015
| Oasis Management CoMPANY Ltd. | |||
| By: |
/s/ Phillip Meyer | ||
| Name: | Phillip Meyer | ||
| Title: | General Counsel | ||
| Oasis Investments II Master Fund Ltd. | |||
| By: |
/s/ Phillip Meyer | ||
| Name: | Phillip Meyer | ||
| Title: | Director | ||
|
/s/ Seth Fischer | |||
| SETH FISCHER | |||
| CUSIP No. 47012E106 | SCHEDULE 13D/A | Page 8 of 8 Pages |
Schedule B
This Schedule sets forth information with respect to each purchase and sale of Shares which were effectuated by a Reporting Person within the past sixty days. All transactions were effectuated in the open market through a broker.
OASIS INVESTMENTS II MASTER FUND LTD.
| Trade Date | Shared Purchased (Sold) | Price ($)* |
| 07/22/2015 | 15,066 | 9.00 |
* Excluding commissions, SEC fees, etc. (rounded to nearest cents).