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Toylines (alphabetical order)
Creepy Crawlers (1994)
M-PACT (1991)
Spice Girls (1998)
Toylines (chronological order)
1991 M-PACT
1994 Creepy Crawlers
1998 Spice Girls
Company history
About Toymax    
Work is play at Toymax International, a designer and marketer of toys, kites, candy, and electronic games that has diversified largely through acquisitions.

Founded in 1990, Toymax has grown from sales of $1 million in its first year of operation, to sales close to $100 million for 1998. Toymax is known for its Laser Challenge, Mighty Mo's, Go Fly A Kite, Funnoodle, and Creepy Crawlers products.

Since October 20, 1997, the stock of Toymax International, Inc. has been trading on the NASDAQ National Market System under the symbol "TMAX". In late 2001Toymax sold its Monogram and Candy Planet units to its original founder, Chu. In 2002, Toymax became a subsidiary of toy maker JAKKS Pacific (JAKKS Pacific owns about 67% of Toymax and is acquiring the rest. )

Lawrence Richards was the company's VP of creative and research development. Previously, Richards was VP of marketing, design and development at Arcotoys, a division of Mattel.
JAKKS acquisition Toymax - Feb 2002    
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.
Toymax Stock Offering - Aug 1997    
Toymax was founded in 1990 by four experienced toy industry executives:

David Chu, the Company's Chairman, Steven Lebensfeld, its President, Harvey Goldberg, its Executive Vice President, and Kenneth Price, its Senior Vice President of Sales and Marketing. Since the early 1980s these executives have
worked together in managing or founding toy companies or in customer-supplier relationships. Each individual brings particular strengths to the management team: Mr. Chu in manufacturing, Mr. Lebensfeld in product development, and
Messrs. Goldberg and Price in sales and marketing. In addition, these executiveshave built a team of knowledgeable, highly skilled management and employees whose collective toy industry experience enhances the Company's ability to
effectively execute its business plan.

Toymax conducts its sales activities through its wholly-owned subsidiaries, Toymax Inc. and Toymax (H.K.) Limited ("Toymax HK"). Following the closing of the Offering, sales previously conducted through Toymax HK will be conducted through Toymax (Bermuda) Limited. U.S. domestic sales, conducted by Toymax Inc., consist of sales of the Company's promotional product lines to U.S. customers pursuant to customer purchase orders ("U.S. Domestic Sales"). Customers purchasing products on this basis include Toys "R" Us, Kay-Bee Toys, F.A.O. Schwarz, Wal-Mart, Kmart and Target. Sales conducted by Toymax HK ("Toymax HK Sales") consist of sales on an FOB Hong Kong basis which are generally based on letters of credit and which include sales of lower priced basic products to U.S. and international retailers, including Toys "R" Us International, Lojas
Americanas (Brazil) and Blokker (Holland) and sales of the Company's promotional product lines to approximately 40 international distributors (including Mattel Inc. and Hasbro Inc.). The Company's products are sold in over 50 countries around the world. In fiscal 1997, U.S. Domestic Sales constituted 70.9% of net sales, with the balance being Toymax HK Sales.

The Company has generated net profits in four out of the last five fiscal years. For the fiscal year ended March 31, 1997, Toymax had net sales of $54.7 million and a net income of $3.5 million. In fiscal 1996, the Company experienced a net loss of $9.8 million. This was due principally to the cancellation of orders and the failure by retailers to place re-orders during the 1995 holiday season. As a result, the Company had to sell the excess inventory at discounted prices which impacted both gross sales and net profits.

Toymax currently contracts for all of its manufacturing requirements. Tai Nam Industrial Company Limited ("Tai Nam"), based in Hong Kong, serves as the Company's purchasing agent and, through an affiliated company, Jauntiway Investments Limited ("Jauntiway"), manufactures a majority of the Company's products. Jauntiway is an OEM toy manufacturer with two manufacturing facilities in southern China, including an ISO 9002 factory. Tai Nam and Jauntiway are owned by David Chu, the Chairman and a principal stockholder of the Company. The Company believes that these relationships give it several competitive advantages, such as better quality control on merchandise, greater operating and financial flexibility, and improved reliability and scheduling.

The Company's principal offices are located at 125 East Bethpage Road, Plainview, New York 11803. The Company's telephone number is (516) 391-9898. In addition, the Company maintains a worldwide web site
(http://www.laserchallenge.com) on the Internet. Information contained on the Company's web site is not a part of this prospectus and must not be relied upon in evaluating the Company, its products or business or an investment in the
Common Stock offered hereby.
Toymax Board of Directors - May 2000    
The Company's Board of Directors is divided into three classes. The classification of the Board of Directors was implemented in August 1998. At each annual stockholders' meeting successors to the class of directors whose term expires at that meeting are elected for a three-year term. The term of theClass 2 directors expires at this meeting, and the terms of the Class 3 and Class 1 directors expire on the date of the annual meetings to be held in 2001 and 2002, respectively.

On May 10, 2000, the Company's Board of Directors was expanded to six (6) members and Philip Garfinkle was appointed by the Board as a Class 1director.

Messrs. Lebensfeld and Asher have been nominated by the Board of Directorsfor election at the Annual Meeting as Class 2 directors to serve until the election and qualification of their successors at the 2003 Annual Meeting of Stockholders. If the nominees should be unwilling or unable to serve as directors of the Company (which is not anticipated), the Board of Directors may, unless the Board of Directors by resolution provides for a lesser number of Class 2 directors, designate substitute nominees. Proxies cannot be voted for a greater number of persons than the number of nominees named. The election of directors requires a majority vote of the shares of Common Stock represented at the Annual Meeting.


STEVEN A. LEBENSFELD. Mr. Lebensfeld is the Chief Executive Officer of the Company and has been a director since 1997. Prior to the Company's Initial Public Offering in October, 1997, Mr. Lebensfeld served as a director and President of Toymax Inc., since its inception in 1990 and as a director of Toymax (H.K.) Limited.

OREN ASHER. Mr. Asher has been a director since October 1997. Mr. Asher has been the Chairman of MGI Software Corp. ("MGI"), a leading developer of photo and video software listed on the Toronto Stock Exchange, since January 2, 1996.
Prior to joining MGI, Mr. Asher was President and CEO of Ditek Software Corp., a graphics software development company which he founded in 1985 and which specializes in computer-aided design and drafting (CADD). Mr. Asher continues to
hold the office of Chairman of Ditek Software Corp


DAVID KI KWAN CHU. Mr. Chu is the Chairman of the Board of Directors and has been a director since 1997. Prior to the Company's Initial Public Offering in October, 1997, Mr. Chu served as Chairman of the Board of Directors of Toymax (H.K.) Limited, the then parent company of Toymax Inc., since its inception in 1990.

JOEL M. HANDEL. Mr. Handel has been a director since October 1997. Mr. Handel has been a partner in the law firm of Baer Marks & Upham LLP, which serves as counsel to the Company, since 1968. From April 1987 through March 1997, Mr. Handel was a member of the Board of Directors of Tyco Toys, Inc., a company for which Baer Marks & Upham LLP also served as counsel.


HARVEY GOLDBERG. Mr. Goldberg is the President of the Company and has been a director since 1997. Prior to the Company's Initial Public Offering in October, 1997, Mr. Goldberg served as a director of Toymax (H.K.) Limited since 1995 and has served as Executive Vice President of Toymax Inc. since 1995. Prior to that Mr. Goldberg was a consultant to Toymax since 1990.

PHILIP GARFINKLE. Mr. Garfinkle has been a director of the Company since May, 2000. Mr. Garfinkle is President and a member of the Board of Directors of Yazam.com Inc. In addition to his position with Yazam.com Inc., Mr. Garfinkle sits on the Boards of several companies including Sonneta, Charmed Techonologies, Cycolor and PhotoNet Japan.
Toymax & Street Life ltd form Yaboom    
Toymax International (NasdaqTMAX) today announced that it has agreed to form a joint venture with Street Life Ltd., a privately held entertainment and leisure products company responsible for last year's line of successful Spice Girls singing and talking dolls. The joint venture, Yaboom Ltd., will develop, manufacture and market innovative high-tech consumer products, which will incorporate music and other intellectual property rights from popular recording artists. Utilizing a proprietary compression technology, MCD(TM), Yaboom's initial product offerings will include key chain music players and dolls, both with the artist's original music and complete songs.

Toymax also announced that Yaboom has signed its first licensing agreement with Britney Spears to manufacture and market entertainment products that incorporate her recordings. Launch products include a singing doll featuring the hit single "Baby One More Time", which will be available at retail locations nationwide in October. Additional cartridges featuring such songs as "I Will Be There", "You Drive Me Crazy", and "Born To Make You Happy" are also available. Yaboom is currently negotiating licensing agreements with
several other top recording artists.

The joint venture also plans to launch a streaming website, Yaboom.com, in Spring 2000. The innovative website will enable consumers to download music into select Yaboom products utilizing the Company's MCD(TM) Audio Player in a highly protected and secured environment. Additionally, Yaboom.com will be interactive with certain Yaboom products, providing real-time audio/video
feeds of popular recording artists, including Britney Spears. Under the terms of the joint venture agreement, Toymax, through a
wholly-owned Hong Kong subsidiary, and Street Life will each own 50 percent of the newly formed company. Although financial terms were not disclosed, Toymax will account for the joint venture using the equity method.
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