**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

Washington, D.C. 20549

**FORM 10-K**

 

**x****ANNUAL REPORT PURSUANT TO            SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE**

**ACT OF 1934**

For            the fiscal year ended December 31, 2008

OR

**o****TRANSITION            REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES**

**EXCHANGE ACT OF 1934**

For            the transition period from _______________ to _______________

 

Commission File No. 0-7843

|   | **4Kids Entertainment, Inc.**  |
|--------|-------------------------------------|

(Exact name of registrant as specified in its charter)

|   | **New York** | **13-2691380** |
|--------|--------------|----------------|

                  (State            or other jurisdiction            of                                                                                                    (I.R.S. Employer

                 incorporation            or            organization)                                                                                                       Identification No.)

 

|   | **1414 Avenue of the Americas, New York, New                            York** | **10019** |
|--------|--------------------------------------------------------------------------------|-----------|

                                   (Address            of principal executive            offices)                                                                  (Zip Code)

 

**Registrant’s telephone number, including area code: (212)            758-7666**

**Securities registered pursuant to Section 12(b) of the            Act:**

 

| Title of each class           | Name of each exchange on which                            registered |
|-------------------------------|----------------------------------------------------------------------|
| Common Stock, $0.01 par value | New York Stock Exchange                                              |

**Securities registered pursuant to Section 12(g) of the Act:            None**

 

Indicate by check mark if the registrant is a well-known seasoned            issuer, as defined in Rule 405 of the Securities Act. Yes __            NoX 

 

Indicate by check mark if the registrant is not required to file reports            pursuant to Section 13 or Section 15(d) of the Act. Yes___ NoX

 

Indicate by check mark whether the registrant (1) has filed all reports            required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934            during the preceding 12 months (or for such shorter period that the registrant was            required to file such reports), and (2) has been subject to the filing requirements for            the past 90 days. YesXNo            ___

 

Indicate by check mark if disclosure of delinquent filers pursuant to            Item 405 of Regulation S-K is not contained herein, and will not be contained, to the            best of the registrant’s knowledge, in definitive proxy or information statements            incorporated by reference in Part III of this Form 10-K or any amendment to this Form            10-K.o

 

Indicate by check mark whether the registrant is a large accelerated            filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.            See the definitions of "large accelerated filer,” “accelerated filer" and            “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check            one):

 

| Large accelerated filer ___ | Accelerated filerX | Non-accelerated filer ___ | Smaller reporting company ___ |
|-----------------------------|--------------------|---------------------------|-------------------------------|

(Do            not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as            defined in Rule 12b-2 of the Exchange Act). Yes___ NoX

 

The            aggregate market value of the voting stock held by non-affiliates of the registrant,            based on the closing price of the Common Stock on June 30, 2008 as reported on the New            York Stock Exchange Market, was approximately $72,257,844. Shares of Common Stock held            by each officer and director and by each person who owns 5% or more of the outstanding            Common Stock have been excluded from this computation in that such persons may be            deemed to be affiliates. This determination of affiliate status is not necessarily a            conclusive determination for other purposes.

 

Indicate the number of shares outstanding of each of the            registrant’s classes of common stock, as of the latest practicable            date.

|   | **Common Stock, $.01 Par Value** | **13,227,019** |
|--------|----------------------------------|----------------|

|   | (Title of Class) | (No. of Shares Outstanding at March 13, 2009) |
|--------|------------------|-----------------------------------------------|

 

**Portions of the registrant’s Proxy Statement for the Annual            Meeting of Stockholders to be held on May 22, 2009 are incorporated by reference into            Part III of this Annual Report on Form 10-K.**

 

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**FORM 10-K REPORT INDEX**

 

 

| **10-K Part**

**and Item No.**                                         |                                                                                                                             | **Page No.**            |
|-------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------|-------------------------|
|                                                                    |                                                                                                                             |                    |
| **PART I**                                                              |                                                                                                                             |                    |
| Item 1                                                                  |  

Business                                                                                                                 | 1                       |
|  

Item 1A   

 

Item 1B                    

 

Item 2 |  

Risk Factors

 

Unresolved Staff Comments

 

Properties                                                      | 5

 

8

 

9 |
| Item 3                                                                  |  

Legal Proceedings                                                                                                        | 9                       |
| Item 4                                                                  |  

Submission of Matters to a Vote of Security Holders                                                                      | 10                      |
|                                                                    |                                                                                                                             |                    |
| **PART II**                                                             |                                                                                                                             |                    |
| Item 5                                                                  |  

Market for the Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities | 10                      |
| Item 6                                                                  |  

Selected Consolidated Financial Data                                                                                     | 12                      |
| Item 7                                                                  |  

Management’s Discussion and Analysis of Financial Condition and Results of Operations                               | 14                      |
| Item 7A                                                                 |  

Quantitative and Qualitative Disclosures About Market Risk                                                               | 29                      |
| Item 8                                                                  | Financial Statements and Supplementary Data                                                                                      | 29                      |
| Item 9                                                                  |  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures                                    | 29                      |
| Item 9A                                                                 |  

Controls and Procedures                                                                                                  | 29                      |
| Item 9B                                                                 | Other Information                                                                                                                | 30                      |
|                                                                    |                                                                                                                             |                    |
| **PART III**                                                            |                                                                                                                             |                    |
| Item 10                                                                 |  

Directors and Executive Officers of the Registrant                                                                       | 30                      |
| Item 11                                                                 |  

Executive Compensation                                                                                                   | 31                      |
| Item 12                                                                 |  

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                           | 31                      |
| Item 13                                                                 |  

Certain Relationships and Related Transactions                                                                           | 31                      |
| Item 14                                                                 |  

Principal Accountant Fees and Services                                                                                   | 31                      |
|                                                                    |                                                                                                                             |                    |
| **PART IV**                                                             |                                                                                                                             |                    |
| Item 15                                                                 |  

Exhibits and Financial Statement Schedules                                                                               | 31                      |

 

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