UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
JAKKS Pacific, Inc.
(Name of Issuer)
Common Stock, $.001 Par Value
(Title of Class of Securities)
47012E106
(CUSIP Number)
William Xu Zhang
c/o Hongkong Meisheng Culture Company Ltd
Room 1204, Mongkok Commercial Centre 16 Argyle Street, Mongkok, Kowloon, Hong Kong
p. +86-15397003086
With a copy to:
|
Ning Zhang Morgan, Lewis & Bockius, LLP Beijing Kerry Centre SouthTower, Suite 823, 8th Floor, No. 1 Guang Hua Road, Chaoyang District, Beijing, 100871 |
David A. Sirignano Morgan, Lewis & Bockius, LLP 1111 Pennsylvania Avenue, N.W. Washington, D.C. 20004 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 15, 2017
(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), 13d-1(f) or 13d-1(g), check the following box ¨.
CUSIP No. 47012E106
| 1. | NAME OF REPORTING PERSONS |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Hongkong Meisheng Culture Company Ltd
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
WC
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Hong Kong, China
| 7. | SOLE VOTING POWER |
| 8. | SHARED VOTING POWER |
1,578,647
| 9. | SOLE DISPOSITIVE POWER |
0
| 10. | SHARED DISPOSITIVE POWER |
1,578,647
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,578,647
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
6.8%
| 14. | TYPE OF REPORTING PERSON |
CO
CUSIP No. 47012E106
| 1. | NAME OF REPORTING PERSONS |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Meisheng Cultural & Creative Co., Ltd.
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
WC
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
PRC
| 7. | SOLE VOTING POWER |
0
| 8. | SHARED VOTING POWER |
1,578,647
| 9. | SOLE DISPOSITIVE POWER |
0
| 10. | SHARED DISPOSITIVE POWER |
1,578,647
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,578,647
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
6.8%
| 14. | TYPE OF REPORTING PERSON |
CO
This Amendment No. 1 to Schedule 13D is filed by the Reporting Persons (as defined below), and supplements and amends the Statement on Schedule 13D filed on February 10, 2017 with respect to the Common Stock, par value $0.001 per share (“Shares”) of JAKKS Pacific, Inc., a Delaware corporation (the “Issuer”). Unless otherwise indicated, capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Statement on Schedule 13D filed on February 10, 2017, as amended.
Responses to each item of this Amendment No. 1 to Schedule 13D are incorporated by reference into the response to each other item, as applicable.
Item 2. Identity and Background.
(a-c, f) This Schedule 13D is being filed by Meisheng Cultural & Creative Co., Ltd., a PRC company listed on Shenzhen Stock Exchange (“Meisheng Cultural”) and its wholly owned subsidiary, Hongkong Meisheng Culture Company Ltd, a Hong Kong corporation (“Hongkong Meisheng” and together with Meisheng Cultural, the “'Reporting Persons”). The principal business address of the Meisheng Cultural is Nanyan District, Hi-Tech Industrial Park, Xinchang, Zhejiang, China and the principal business address of Hongkong Meisheng is located at Room 1204, Mongkok Commercial Centre, 16 Argyle Street, Mongkok, Kowloon, Hong Kong. The Reporting Persons specialize in making cartoons as well as developing and designing animation derivatives, and in producing animation creative apparel, jewelry and festival accessories.
Attached as Appendix A to Item 2 is information concerning the executive officers and directors, or persons performing similar roles, of the Reporting Persons, as required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D.
(d-e) The Reporting Persons, and the officers and directors of the Reporting Persons listed in Appendix A, have not, during the last five years, (i) been convicted in a criminal proceeding; or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
Item 4. Purpose of Transaction.
On March 15, 2017, the Hongkong Meisheng and the Issuer entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”), under which the Issuer agreed to issue to the Hongkong Meisheng and Hongkong Meisheng agreed to purchase 3,660,891 shares of the Issuer’s Common Stock at US$5.275 per share for an aggregate amount of US$19,311,200.00 (the “Purchased Shares”). Further, in accordance with the Equity Purchase Agreement, Hongkong Meisheng is entitled to appoint one director to the board of the Issuer on the closing date, and from and after the closing date, for so long as Hongkong Meisheng or its affiliates beneficially own Common Stock of the Issuer constituting not less than 10% of the outstanding Common Stock of the Issuer. During such period as Hongkong Meisheng is entitled to have a designee nominated to the Issuer’s board and its nominee is elected as a director, Hongkong Meisheng is subject to restrictions on its ability to engage in a proxy solicitation, propose changes to the board of directors, enter a voting agreement or other group activity with respect to the Common Stock of the Issuer, or to otherwise seek to influence control of the Issuer. The Equity Purchase Agreement is subject to certain conditions, including approval by a majority of the shareholders of Meisheng Cultural.
Upon closing of the Equity Purchase Agreement, the Reporting Persons will own 5,239,538 Shares of Common Stock, which will represent approximately 19.5% of the issued and outstanding shares of the Issuer’s Common Stock immediately after the aforementioned issuance of shares of Common Stock to Hongkong Meisheng.
In connection with the Equity Purchase Agreement, Hongkong Meisheng and the Issuer will enter into a Registration Rights Agreement on the closing date (the “Registration Rights Agreement”), under which Hongkong Meisheng shall be entitled to customary registration rights under U.S. securities laws with respect to the shares of Common Stock held by HongKong Meisheng, including the demand registration, Form S-3 registration and piggyback registration. The Registration Rights Agreement will also contain customary indemnification provisions.
The foregoing summaries of the Equity Purchase Agreement and Registration Rights Agreement are not complete and should not be relied upon. Readers should review the agreements their entirety, which are filed as Exhibit 2 hereto.
Except as set forth above and in connection with the Equity Purchase Agreement and the Registration Rights Agreement, the Reporting Persons do not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, Hongkong Meisheng holds 1,578,647 Shares, or 6.8% of the issued and outstanding Shares of the Issuer, and the calculation is based upon 23,208,535 shares of Common Stock issued and outstanding as of March 15, 2017, according to representations made by the Issuer in the Equity Purchase Agreement.
(b) The Reporting Persons have the shared power to vote or direct the vote of 1,578,647 Shares to which this filing relates; and have the shared power to dispose or direct the disposition of 1,578,647 Shares to which this filing relates.
(c) Hongkong Meisheng has effected the below purchases of the Issuer’s Common Stock on the Nasdaq Stock Market during the past 60 days.
| Date | No. of Stocks | Per Stock Price (USD) | Net Amount (USD) | |||||||||
| 02/10/2017 | 195,000 | $ | 5.2420 | $ | 1,022,191.33 | |||||||
None of the persons listed in Appendix A has effected such transactions in Issuer common stock during the past 60 days.
(d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
(e) Inapplicable
Item 6. Contracts, Agreements, Understandings or Relationships with respect to the Securities of the Issuer.
The summary of the Equity Purchase Agreement and Registration Rights Agreement in Item 4 is hereby incorporated by reference.
Item 7. Material to be Filed as Exhibits.
| Exhibit Number | Description | |
| 1 | Joint Filing Agreement | |
| 2. | Equity Purchase Agreement, dated as of March 15, 2017, between Hongkong Meisheng Culture Company Ltd and JAKKS Pacific, Inc., that contains the Form of Registration Rights Agreement between them as an Exhibit. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: March 16, 2017 | HONGKONG MEISHENG CULTURE LTD | |
| By: | /s/ Xiaoqiang Zhao | |
| Xiaoqiang Zhao, its Executive Director | ||
| MEISHENG CULTURAL & CREATIVE CO., LTD | ||
| By: | /s/ Xiaoqiang Zhao | |
| Xiaoqiang Zhao, its Director | ||
Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).
Appendix A
Managers and Directors of the Reporting Person
| Name | Title | Citizenship | Beneficial Ownership |
| HONGKONG MEISHENG CULTURE LTD | |||
| Zhao Xiaoqiang | Executive Director | PRC | None |
| William Xu Zhang | Investment Manager | USA | None |
| MEISHENG CULTURAL & CREATIVE CO., LTD | |||
| Zhao Xiangqiang | Director and Chairman of Board of Directors | PRC | None |
| Shi Weiping | Director | PRC | None |
| Guo Rui | Director and President | PRC | None |
| Zhang Danfeng | Director and Board Secretary | PRC | None |
| Li Maosheng | Independent Director | PRC | None |
| Gao Chuang | Independent Director | PRC | None |
| Lei Xintu | Independent Director | PRC | None |
| Zhao Fengyun | Supervisor and Chairman of Board of Supervisors | PRC | None |
| Ding Xiuping | Supervisor | PRC | None |
| Li Xuewen | Supervisor | PRC | None |
| Quan Haohua | Vice President | PRC | None |
| Chen Wen | Vice President | PRC | None |
| Ma Hongtang | Vice President | PRC | None |
| Pan Jing | Vice President | PRC | None |
| Zhu Linfang | Chief Financial Officer | PRC | None |
The address of all the persons listed above is c/o Hongkong Meisheng Culture Company Ltd
Room 1204, Mongkok Commercial Centre 16 Argyle Street, Mongkok,
Kowloon, Hong Kong. Each of the above persons disclaim beneficial ownership of all of the shares of common stock included in this
report by any of the Reporting Persons, and the filing of this report shall not be construed as an admission that any such person
is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as
amended, or for any other purpose.