Amended Statement of Beneficial Ownership (sc 13d/a)
01 March 2019 - 1:26AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC
20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
JAKKS
Pacific, Inc.
(Name of Issuer)
Common Stock, $.001
Par Value
(Title of Class of
Securities)
47012E106
(CUSIP Number)
Yun
Jiang
c/o
Hong Kong Meisheng Cultural Company Limited
Room
1204, Mongkok Commercial Centre 16 Argyle Street, Mongkok, Kowloon, Hong Kong
p.
+ 86-0571-28231135
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
|
Howard A.
Kenny
Morgan, Lewis & Bockius, LLP
101 Park Avenue
New York, NY 10178
|
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and Communications)
February 27, 2019
(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.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
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Hong Kong Meisheng Cultural Company Limited
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
¨
(b)
¨
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Hong Kong, China
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8.
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SHARED
VOTING POWER
|
|
5,239,538
|
9.
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SOLE
DISPOSITIVE POWER
|
|
0
|
10.
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SHARED
DISPOSITIVE POWER
|
|
5,239,538
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
5,239,538
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
17.96%
|
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
and Creative Corp., Ltd.
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
¨
(b)
¨
|
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
|
8.
|
SHARED
VOTING POWER
|
|
5,239,538
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
5,239,538
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
5,239,538
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
17.96%
|
14.
|
TYPE
OF REPORTING PERSON
|
|
CO
|
This
Amendment No. 4 to Schedule 13D is filed by Meisheng Cultural and Creative Corp., Ltd., a PRC company listed on the Shenzhen
Stock Exchange (“Meisheng”) and its wholly owned subsidiary, Hong Kong Meisheng Cultural Company Limited, a Hong
Kong corporation (“Hong Kong Meisheng” and together with Meisheng, the “'Reporting Persons”) and
supplements and amends the Statement on Schedule 13D filed on February 10, 2017, as well as Amendment Number 1 to that
Schedule 13D filed on March 16, 2017, Amendment Number 2 to that Schedule 13D filed on May 3, 2017, and Amendment Number 3 to
that Schedule 13D filed on January 25, 2018 with respect to the Common Stock, par value $0.001 per share
(“Shares”) of JAKKS Pacific, Inc., a Delaware corporation (the “Issuer”).
Responses to each item of this Amendment
No. 4 to Schedule 13D are incorporated by reference into the response to each other item, as applicable.
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Item 4.
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Purpose of Transaction.
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Item
4 is amended and supplemented to add the following as a new fifth paragraph to Item 4:
On February 27, 2019, Meisheng issued an
announcement (the “Announcement”) to the Shenzhen Stock Exchange providing an update on the status of its discussions
with the Issuer. The Announcement summarized the status of such discussions as follows:
As of the date of the Announcement, the multi-party
negotiations among the Reporting Persons, the Issuer and certain creditors of the Issuer have entered into the final stage in respect
of a transaction in which Hong Kong Meisheng would subscribe for the newly issued Shares of the Issuer for a cash consideration
of US$50 million and will hold a total of at least 51% of the outstanding Shares upon completion of the transactions.
In respect to the Issuer’s 4.875% convertible
senior notes due 2020 issued on June 9, 2014, the recapitalization transaction is expected to involve an exchange by participating
noteholders of such convertible senior notes for new secured notes due in 2024 in the same principal amount as the total outstanding
principal amount of the convertible notes participating in the exchange together with all accrued and unpaid interest as of the
completion of the recapitalization transaction, with cash interest at 8% per annum, and payment-in-kind interest of an additional
2.5% per annum, plus warrants for 15% of the outstanding Shares by the Issuer at a nominal exercise price (and which would provide
anti-dilution protection under certain circumstances).
In respect to the Issuer’s 3.25% convertible
senior notes due 2020 issued to Oasis Investments II Master Fund Ltd on November 7, 2017 and July 26, 2018 (the "Oasis Notes"),
it is expected that on the date of completion of the capital recapitalization transaction, the original terms would be amended
to extend the maturity date of Oasis Notes to 2024, and to add payment-in-kind interest of an additional 2.75% per annum.
As of the date of the Announcement and the date hereof, the
parties have not executed or implemented any binding agreements (including any undertaking letter, term sheet or similar agreements)
with respect to the matters summarized above which reflect only the latest negotiations among the parties.
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Item 5.
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Interest in Securities of the Issuer.
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(a) As of the date hereof, the Reporting
Persons beneficially own 5,239,538 Shares, or 17.96% of the issued and outstanding Shares of the Issuer, based upon 29,169,913
shares of Common Stock issued and outstanding as of September 30, 2018, according to the Form 10-Q filed by the Issuer on November
9, 2018.
(b) The Reporting Persons have the shared
power to vote or direct the vote of 5,239,538 Shares to which this filing relates; and have the shared power to dispose or direct
the disposition of 5,239,538 Shares to which this filing relates.
(c) None of the Reporting Persons nor the
persons listed in Appendix A of the Initial Schedule 13D 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
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:
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February 28,
2019
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HONG KONG
MEISHENG CULTURAL COMPANY LIMITED
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By:
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/s/
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Xiaoqiang
Zhao
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Xiaoqiang Zhao, its Executive Director
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MEISHENG
CULTURAL AND CREATIVE CORP., LTD.
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By:
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/s/
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Xiaoqiang
Zhao
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Xiaoqiang Zhao, its Director
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Attention. Intentional
misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).
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