SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: April 14, 1994
MATTEL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-05647 95-1567322
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File No.) Identification No.)
333 Continental Boulevard, El Segundo, California 90245-5012
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 524-2000
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N/A
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(Former name or former address, if changed since last report)
<PAGE>
Information to be included in the Report
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Item 5. Other Events
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Mattel, Inc. hereby incorporates by reference herein its
Management Incentive Plan and Long-Term Incentive Plan, each
effective January 1, 1993, copies of which are included as
Exhibits 99.1 and 99.2 attached hereto.
Item 7. Financial Statements and Exhibits
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(a) Financial statements of businesses acquired: None
(b) Pro forma financial information: None
(c) Exhibits:
99.1 Mattel, Inc. Management Incentive Plan
99.2 Mattel, Inc. Long-Term Incentive Plan
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MATTEL, INC.
Registrant
By: /s/ Robert Normile
--------------------------
Robert Normile
Assistant General Counsel
Date: As of April 14, 1994 and Assistant Secretary
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<PAGE>
MATTEL MANAGEMENT INCENTIVE PLAN
--------------------------------
ARTICLE I
---------
ESTABLISHMENT, PURPOSE, AND EFFECTIVE DATE
------------------------------------------
This Management Incentive Plan is established by Mattel,
Inc. for the purpose of focusing management on growth in earnings
and asset management and linking compensation to the business
performance of Mattel, Inc. The Plan is effective as of January
1, 1993.
ARTICLE II
----------
DEFINITIONS
-----------
2.1 Code. "Code" shall mean the Internal Revenue Code of
1986 and the regulations promulgated thereunder.
2.2 Committee. "Committee" shall mean the Committee
described in Section 5.1 below.
2.3 Company. "Company" shall mean Mattel, Inc. and its
participating subsidiaries.
2.4 Covered Employee.
(a) "Covered Employee" means any individual who is, on
the last day of the Company's taxable year:
(i) The Chief Executive Officer; or
(ii) Among the four highest compensated
individuals (other than the Chief Executive Officer).
(b) The determination as to which individuals are
Covered Employees is determined in accordance with the rules
of the Securities and Exchange Commission, except that an
individual will not be a Covered Employee unless he or she
is employed by the Company on the last day of its taxable
year.
2.5 Outside Director.
(a) Whether a director is an "Outside Director," will
be determined under Code Section 162(m). An individual will
constitute an "Outside Director" only if he or she:
1
<PAGE>
(i) Is not a current employee of the
Company;
(ii) Is not a former employee of the Company
who receives compensation for prior services (other
than benefits under a tax-qualified retirement plan);
(iii) Has not been an officer of the Company;
and
(iv) Does not receive any remuneration from
the Company, either directly or indirectly, in any
capacity other than as a director. Remuneration will
be considered to be paid to a director if amounts are
paid to an entity:
(A) In which the director holds
more than 50% of the ownership interest;
(B) Which employs the director; or
(C) Of which the director holds at
least 5% but not more than 50% of the ownership
interests.
(b) Payments will not be taken into account
for purposes of Clauses (B) and (C) of Paragraph
(a)(iv) above if the total amounts paid by the Company
during the preceding year did not exceed the lesser of
$60,000 or 5% of the recipient's income.
(c) For purposes of this Section 2.5,
"Company" shall include the other members of the
affiliated group of corporations, within the meaning of
Code Section 1504.
2.6 Participant. "Participant" shall mean an employee of
the Company (or of a subsidiary) that has been selected to
participate in the Plan.
2.7 Plan. "Plan" shall mean the Mattel, Inc. Management
Incentive Plan.
ARTICLE III
-----------
ELIGIBILITY AND BENEFITS
------------------------
3.1 Separate Standards.
(a) The Committee may elect to establish separate
standards for purposes of determining eligibility to
participate and benefits for each year. These standards
shall be set forth in minutes of the Committee.
2
<PAGE>
(b) These standards shall be drafted and implemented
in a manner consistent with Code Section 162(m).
3.2 No Discretion.
(a) The Committee has the discretion to modify the
Plan to take into account the effect of unforeseen or
extraordinary events or accounting changes.
(b) Notwithstanding the provisions of Paragraph (a),
the Committee shall not have any discretion to increase the
benefits payable to any Participant who is a Covered
Employee, to the extent precluded by Code Section 162(m).
3.3 Shareholder Approval. Notwithstanding the above,
effective for payments that are deductible in years beginning on
or after January 1, 1994, no payments to Covered Employees may be
made under the Plan unless and until:
(a) The shareholders of the Company approve the Plan
in a separate vote, with affirmative votes being cast by the
majority of the voting shares.
(i) For this purpose, abstentions are not
counted unless applicable law provides otherwise.
(ii) Shareholder approval must be obtained
every five (5) years.
(b) The Committee certifies in writing that the
performance goals and any other material terms were
satisfied. This requirement may be satisfied by means of a
certificate in approved minutes of the Committee.
ARTICLE IV
----------
PAYMENT OF BENEFITS
-------------------
4.1 Designation of Beneficiary. In the event of the death
of a Participant prior to the date on which the Participant's
benefit is paid, the benefit (if any) shall be paid to the
Participant's surviving spouse. If the Participant does not have
a surviving spouse, the benefit (if any) will be paid to his or
her estate.
4.2 Payees under Legal Disability. If the Committee
reasonably believes that any payee is legally incapable of giving
a valid receipt and discharge for any payment due him or her, the
Committee may have the payment (if any) made to the person (or
persons or institution) whom it reasonably believes is caring for
or supporting such payee. Any such payment shall be a payment
for the benefit of the payee and shall be a complete discharge of
any liability under the Plan to the payee.
3
<PAGE>
4.3 Payment of Benefits. All payments under the Plan shall
be delivered in person or mailed to the last address of the
Participant (or, in the case of the death of the Participant (if
applicable), to that of his or her surviving spouse). Each
Participant shall be responsible for furnishing the Committee
with his or her current address.
4.4 Entitlement to Benefits. Nothing contained in this
Article IV shall give a Participant greater rights to benefits
than under the provisions of the benefit formulae contained in the
minutes of the Committee. Specifically, if the formula provides
that a Participant's benefit is forfeited upon termination of
employment (whether by reason of death, disability, or otherwise),
no benefits will become payable by reason of the operation of this
Article IV.
ARTICLE V
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PLAN ADMINISTRATION
-------------------
5.1 Committee. Authority to administer the Plan shall be
vested in the Compensation/Options Committee of the Board of
Directors of Mattel, Inc. ("Committee"). Only Outside Directors
may be members of the Committee, and the Committee must have at
least two members.
5.2 Administrative Powers. The Committee shall have all
powers necessary to administer the Plan. In addition to any
powers and authority conferred on the Committee elsewhere in the
Plan or by law, the Committee shall have the following powers and
authority:
(a) To designate agents to carry out responsibilities
relating to the Plan;
(b) To administer, interpret, and answer all questions
which may arise under this Plan. The determinations by the
Committee will be binding upon all parties, to the maximum
extent permitted by law;
(c) To establish rules and procedures for the conduct
of its business and for the administration of the Plan; and
(d) To perform or cause to be performed such further
acts as it may deem necessary or appropriate in the
administration of the Plan.
5.3 Indemnification.
(a) To the maximum extent permitted by law, the
Company shall indemnify each member of the Committee and of
the Board of Directors of the Company against expenses
(including any amount paid in settlement) reasonably
incurred by him or her in connection with any claims against
him or her by reason of the performance of his or her duties
under the Plan. This indemnity shall not apply if the
individual:
(i) Acted fraudulently or in bad faith in
the performance of his or her duties; or
(ii) Fails to assist the Company in defending
against the claim.
4
<PAGE>
(b) The Company shall have the right to select counsel
and to control the prosecution or defense of the suit.
(c) The Company shall not be required to indemnify any
person for any amount incurred through settlement of any
action unless the Company consents in writing to the
settlement.
ARTICLE VI
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MISCELLANEOUS MATTERS
---------------------
6.1 Amendment and Termination. The Company expects the
Plan to be permanent, but since future conditions affecting the
Company cannot be anticipated or foreseen, the Company reserves
the right to amend, modify, or terminate the Plan at any time by
action of its Board of Directors.
6.2 Benefits Not Alienable. Benefits under the Plan may
not be assigned or alienated, whether voluntarily or
involuntarily.
6.3 No Enlargement of Employee Rights. Nothing contained
in the Plan shall be deemed to give a participant the right to be
retained in the employ of the Company or to interfere with the
right of the Company to discharge any Participant at any time.
6.4 Governing Law. All legal questions pertaining to the
Plan shall be determined in accordance with the laws of the State
of Delaware.
IN WITNESS WHEREOF, Mattel, Inc. has caused this instrument
to be executed.
MATTEL, INC.
By:
---------------------------
Its:
---------------------------
Date:
---------------------, 1994
5
<PAGE>
MATTEL LONG-TERM INCENTIVE PLAN
-------------------------------
ARTICLE I
---------
ESTABLISHMENT, PURPOSE, AND EFFECTIVE DATE
------------------------------------------
This Long-Term Incentive Plan is established by Mattel, Inc.
for the purpose of providing long-term incentive rewards for key
executives who are in a position to increase shareholder value
and to build the net worth of the Company. To assist in this
goal, the Plan helps to focus those executives upon the Company's
financial objectives of profitability, asset management, and
revenue growth. The effective date of this Plan is January 1,
1993.
ARTICLE II
----------
DEFINITIONS
-----------
2.1 Code. "Code" shall mean the Internal Revenue Code of
1986 and the regulations promulgated thereunder.
2.2 Committee. "Committee" shall mean the Committee
described in Section 5.1 below.
2.3 Company. "Company" shall mean Mattel, Inc. and any of
its subsidiaries whose employees participate in the Plan.
2.4 Covered Employee.
(a) "Covered Employee" means any individual who is, on
the last day of the Company's taxable year:
(i) The Chief Executive Officer; or
(ii) Among the four highest compensated
individuals (other than the Chief Executive Officer).
(b) The determination as to which individuals are
Covered Employees is determined in accordance with the rules
of the Securities and Exchange Commission, except that an
individual will not be a Covered Employee unless he or she
is employed by the Company on the last day of its taxable
year.
2.5 Outside Director.
(a) Whether a director is an "Outside Director," will
be determined under Code Section 162(m). An individual will
constitute an "Outside Director" only if he or she:
1
<PAGE>
(i) Is not a current employee of the
Company;
(ii) Is not a former employee of the Company
who receives compensation for prior services (other
than benefits under a tax-qualified retirement plan);
(iii) Has not been an officer of the Company;
and
(iv) Does not receive any remuneration from
the Company, either directly or indirectly, in any
capacity other than as a director. Remuneration will
be considered to be paid to a director if amounts are
paid to an entity:
(A) In which the director holds
more than 50% of the ownership interest;
(B) Which employs the director; or
(C) Of which the director holds at
least 5% but not more than 50% of the ownership
interests.
(b) Payments will not be taken into account
for purposes of Clauses (B) and (C) of Paragraph
(a)(iv) above if the total amounts paid by the Company
during the preceding year did not exceed the lesser of
$60,000 or 5% of the recipient's income.
(c) For purposes of this Section 2.5,
"Company" shall include the other members of the
affiliated group of corporations, within the meaning of
Code Section 1504.
2.6 Participant. "Participant" shall mean an employee of
the Company (or of a subsidiary) that has been selected to
participate in the Plan.
2.7 Plan. "Plan" shall mean the Mattel, Inc. Long-Term
Incentive Plan.
ARTICLE III
-----------
ELIGIBILITY AND BENEFITS
------------------------
3.1 Separate Standards.
(a) The Committee may elect to establish separate
standards for purposes of determining eligibility to
participate and benefits for each year. These standards
shall be set forth in minutes of the Committee.
2
<PAGE>
(b) These standards shall be drafted and implemented
in a manner consistent with Code Section 162(m).
3.2 No Discretion.
(a) The Committee has the discretion to modify the
Plan to take into account the effect of unforeseen or
extraordinary events or accounting changes.
(b) Notwithstanding the provisions of Paragraph (a),
the Committee shall not have any discretion to increase the
benefits payable to any Participant who is a Covered
Employee, to the extent precluded by Code Section 162(m).
3.3 Shareholder Approval. Notwithstanding the above,
effective for payments that are deductible in years beginning on
or after January 1, 1994, no payments to Covered Employees may be
made under the Plan unless and until:
(a) The shareholders of the Company approve the Plan
in a separate vote, with affirmative votes being cast by the
majority of the voting shares; and
(i) For this purpose, abstentions are not
counted unless applicable law provides otherwise.
(ii) Shareholder approval must be obtained
every five (5) years.
(b) The Committee certifies in writing that the
performance goals and any other material terms were
satisfied. This requirement may be satisfied by means of a
certificate in approved minutes of the Committee.
ARTICLE IV
----------
PAYMENT OF BENEFITS
-------------------
4.1 Designation of Beneficiary. In the event of the death
of a Participant prior to the date on which the Participant's
benefit is paid, the benefit (if any) shall be paid to the
Participant's surviving spouse. If the Participant does not have
a surviving spouse, the benefit (if any) will be paid to his or
her estate.
4.2 Payees under Legal Disability. If the Committee
reasonably believes that any payee is legally incapable of giving
a valid receipt and discharge for any payment due him or her, the
Committee may have the payment made to the person (or persons or
institution) whom it reasonably believes is caring for or
supporting such payee. Any such payment shall be a payment for
the benefit of the payee and shall be a complete discharge of any
liability under the Plan to the payee.
4.3 Payment of Benefits. All payments under the Plan
shall be delivered in person or mailed to the last address of the
Participant (or, in the case of the death of the Participant (if
applicable), to that of his or her surviving spouse). Each
Participant shall be responsible for furnishing the Committee
with his or her current address.
3
<PAGE>
ARTICLE V
---------
PLAN ADMINISTRATION
-------------------
5.1 Committee. Authority to administer the Plan shall be
vested in the Compensation/Options Committee of the Board of
Directors of Mattel, Inc. ("Committee"). Only Outside Directors
may be members of the Committee, and the Committee must have at
least two members.
5.2 Administrative Powers. The Committee shall have all
powers necessary to administer the Plan. In addition to any
powers and authority conferred on the Committee elsewhere in the
Plan or by law, the Committee shall have the following powers and
authority:
(a) To designate agents to carry out responsibilities
relating to the Plan;
(b) To administer, interpret, and answer all questions
which may arise under this Plan. The determinations by the
Committee will be binding upon all parties, to the maximum
extent permitted by law;
(c) To establish rules and procedures for the conduct
of its business and for the administration of the Plan; and
(d) To perform or cause to be performed such further
acts as it may deem necessary or appropriate in the
administration of the Plan.
5.3 Indemnification.
(a) To the maximum extent permitted by law, the
Company shall indemnify each member of the Committee and of
the Board of Directors of the Company against expenses
(including any amount paid in settlement) reasonably
incurred by him or her in connection with any claims against
him or her by reason of the performance of his or her duties
under the Plan. This indemnity shall not apply if the
individual:
(i) Acted fraudulently or in bad faith in
the performance of his or her duties; or
(ii) Fails to assist the Company in defending
against the claim.
(b) The Company shall have the right to select counsel
and to control the prosecution or defense of the suit.
4
<PAGE>
(c) The Company shall not be required to indemnify any
person for any amount incurred through settlement of any
action unless the Company consents in writing to the
settlement.
ARTICLE VI
----------
MISCELLANEOUS MATTERS
---------------------
6.1 Amendment and Termination. The Company expects the
Plan to be permanent, but since future conditions affecting the
Company cannot be anticipated or foreseen, the Company reserves
the right to amend, modify, or terminate the Plan at any time by
action of its Board of Directors.
6.2 Benefits Not Alienable. Benefits under the Plan may
not be assigned or alienated, whether voluntarily or
involuntarily.
6.3 No Enlargement of Employee Rights. Nothing contained
in the Plan shall be deemed to give a participant the right to be
retained in the employ of the Company or to interfere with the
right of the Company to discharge any Participant at any time.
6.4 Governing Law. All legal questions pertaining to the
Plan shall be determined in accordance with the laws of the State
of Delaware.
IN WITNESS WHEREOF, Mattel, Inc. has caused this instrument
to be executed.
MATTEL, INC.
By:
------------------------------
Its:
------------------------------
Date:
------------------------, 1994
5
