Between December 2, 2001 and February 4, 2002, JAKKS Pacific, Inc purchased 132,754 shares of common stock of Toymax International, Inc. on the open market for an aggregate purchase price of $226,985.69.
On March 11, 2002, JAKKS purchased 8,100,065 shares of Toymax common stock from four of its stockholders, Best Phase Limited, Hargo (Barbados) Limited, Steven A. Lebensfeld and Harvey Goldberg (the Principal Stockholders) in a Stock Purchase transaction. The aggregate purchase price for the Shares was $24,300,217.31 in cash and 646,384 shares of JAKKS common stock, based on a price per share consisting of $3.00 in cash and 0.0798 share of JAKKS common stock (with cash payable in lieu of any fractional share). In connection with the Stock Purchase, all options to purchase Toymax common stock held by the Principal Stockholders or David Chu (an affiliate of one of the Principal Stockholders) were cancelled. In addition, JAKKS entered into employment or consulting agreements with certain Toymax executives, whose prior employment agreements with Toymax were terminated.
As a result of these transactions, as of March 21, 2002, JAKKS owns 8,232,819 shares of Toymax common stock, representing approximately 66.8% of the outstanding shares of Toymax common stock.
Pursuant to the Stock Purchase Agreement, as amended by a letter agreement dated March 11, 2002, Toymax’s board of directors has been reconfigured to consist of six directors designated by JAKKS and two directors who were serving prior to the closing of the Stock Purchase. In addition, certain executive officers of JAKKS were appointed to serve as the executive officers of Toymax. |