AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 2001
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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JANEX INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
COLORADO 84-1034251
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1609 FOURTH STREET, BERKELEY, CA 94710 (510) 524-7400
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
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JANEX INTERNATIONAL, INC.
SECOND AMENDED AND RESTATED 2000 COMBINATION STOCK OPTION PLAN
(Full Title of Plan)
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VINCENT W. GOETT, PRESIDENT
JANEX INTERNATIONAL, INC.
1609 FOURTH STREET
BERKLEY, CA 94710
(510) 524-7400
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
WITH A COPY TO:
JOHN G. NOSSIFF, JR., ESQ.
BROWN, RUDNICK, FREED & GESMER
ONE FINANCIAL CENTER, BOSTON, MASSACHUSETTS 02111
(617) 856-8200
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of to Be Offering Price Aggregate Registration
Securities to Be Registered Registered Per Share(1) Offering Price(1) Fee
------------------------------------- --------------------- ---------------------- ----------------------- --------------------
Common Stock, no par value 2,075,000 Shares(2) $.07 $145,250 $36.31
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This Registration Statement relates to the registration of additional securities
of the same class as other securities for which Registration Statements on this
Form relating to an employee benefit plan are effective. Pursuant to General
Instruction E of Form S-8, the contents of the Registrant's Registration
Statements of Form S-8 (Registration Nos. 333-33280 and 333-50376) are hereby
incorporated herein by reference.
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 under the Securities Act of 1933, on the basis of the average
of the high and low reported price of the Common Stock as reported on the
National Association of Securities Dealers OTC Bulletin Board on June 22,
2001.
(2) Such presently indeterminable number of additional shares of Common Stock
are also registered hereunder as may be issued in the event of a merger,
consolidation, reorganization, recapitalization, stock dividend, stock
split or other similar change in Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) (1) The Registrant's quarterly report on Form 10-QSB for the
quarter ended March 31, 2001 filed pursuant to Section 13(a) or 15(d) of the
Exchange Act;
(2) (i) The Registrant's Form 8-K Current Report filed on
March 1, 2001;
(ii) The Registrant's Form 8-K Current Report filed on
June 13, 2001, and
(iii) The Registrant's Form 8-K/A Current Report (amended)
filed on June 21, 2001.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
A member of the law firm of Brown, Rudnick, Freed & Gesmer is the
holder of options the underlying shares of which are registered under this
Registration Statement.
ITEM 8. EXHIBITS.
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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5.1** Legal Opinion of Brown, Rudnick, Freed & Gesmer.
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23.1** Consent of Brown, Rudnick, Freed & Gesmer (contained in its opinion filed as Exhibit 5).
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23.2* Consent of Abrams & Company, P.C., independent auditors.
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24* Power of Attorney (included on the Signature Page of this Registration Statement).
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99.1** Janex International Inc. Second Amended and Restated 2000 Combination Stock Option Plan.
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* Filed herewith.
** In accordance with Rule 411 promulgated under the Securities Act of
1933, as amended, reference is made to the documents previously filed
with the Securities and Exchange Commission on the Registrant's
Registration Statement on Form S-8 filed June 13, 2001, which is
incorporated by reference herein.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix, Arizona, on
June 25, 2001.
JANEX INTERNATIONAL, INC.
By: /s/ VINCENT W. GOETT
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Vincent W. Goett, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Vincent W. Goett and Daniel Lesnick, and each of
them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ VINCENT W. GOETT Chairman of the Board, President and June 25, 2001
---------------------------- Chief Executive Officer
Vincent W. Goett
/s/ DANIEL LESNICK Executive Vice President June 25, 2001
---------------------------- and Director
Daniel Lesnick
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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5.1** Legal Opinion of Brown, Rudnick, Freed & Gesmer.
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23.1** Consent of Brown, Rudnick, Freed & Gesmer (contained in its opinion filed as Exhibit 5).
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23.2* Consent of Abrams & Company, P.C., independent auditors.
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24* Power of Attorney (included on the Signature Page of this Registration Statement).
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99.1** Janex International Inc. Second Amended and Restated 2000 Combination Stock Option Plan.
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* Filed herewith.
** In accordance with Rule 411 promulgated under the Securities Act of
1933, as amended, reference is made to the documents previously filed
with the Securities and Exchange Commission on the Registrant's
Registration Statement on Form S-8 filed June 13, 2001, which is
incorporated by reference herein.