<PAGE>1
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Mattel, Inc.
(Exact name of issuer as specified in its charter)
Delaware 95-1567322
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
333 Continental Boulevard
El Segundo, California 90245-5012
(Address of Principal Executive Offices) (Zip Code)
The Fisher-Price Long Term Incentive Plan of 1991
(Full title of the plan)
N. Ned Mansour, Esq.
MATTEL, INC.
333 Continental Boulevard
El Segundo, California 90245-5012
(310) 524-3607
(Name and address of agent for service)
Telephone number, including area code, of agent for service
<PAGE>2
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed maximum Proposed maximum
Title of securities to be offering price per aggregate offering price
registered Amount to be regis- share (3) (3) Amount of registration fee
tered (2)
<S> <C> <C> <C> <C>
Common Stock, ($1.00 Par 1,750,000 $24.9375 $43,640,625 $15,048.49
Value) (1)
</TABLE>
(1) This Registration Statement relates to the Common Stock of the Company that
may be granted under The Fisher-Price Long Term Incentive Plan of 1991.
Shares of the Company's Common Stock are accompanied by the Registrant's
Preference Share Purchase Rights (the "Rights") which, until the occurrence
of any of certain prescribed events, are not exercisable, are evidenced by
the certificate for the Common Stock and will be transferred along with and
only with the Company's Common Stock. Upon the occurrence of such
prescribed events, separate Rights certificates will be issued representing
one Right for each share of Common Stock held, subject to adjustment
pursuant to anti-dilution provisions.
(2) This figure represents the aggregate number of shares of Common Stock, as
presently constituted, of the Company being registered hereby that may be
granted under The Fisher-Price Long Term Incentive Plan of 1991. There are
also registered an undetermined number of additional shares of Common Stock
that may be issued, in accordance with the terms of the Plan, in the event
of any change in the outstanding shares of Common Stock of the Company,
including a stock dividend or a stock split.
(3) Estimated solely for calculating the amount of the registration fee and
based on the average of the high and low prices at which shares of Common
Stock of the Company were sold on March 11, 1994 (NYSE-Composite
Transactions).
<PAGE>3
PART I
INFORMATION NOT REQUIRED
IN THE REGISTRATION STATEMENT
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by Mattel, Inc., a Delaware corporation (the
"Company"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992.
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1993, June 30, 1993 and September 30, 1993.
(c) The Company's Current Reports on Form 8-K, filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), dated
June 14, 1993, August 19, 1993, September 29, 1993, October 18, 1993,
November 3, 1993, November 30, 1993, February 3, 1994, February 10,
1994 and February 11, 1994.
(d) The description of the Company's common stock, $1.00 par
value per share (the "Common Stock"), which is contained in the
Company's Registration Statement on Form S-4 filed with the Securities
and Exchange Commission on October 25, 1993 (Registration No. 33-
50749).
(e) The Joint Proxy Statement/Prospectus of Fisher-Price, Inc.
and the Company dated October 26, 1993, excluding the information
contained therein under the heading "Incorporation of Documents by
Reference," filed as part of the Company's Registration Statement on
Form S-4 filed with the Securities and Exchange Commission on October
25, 1993 (Registration No. 33-50749).
<PAGE>4
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of the filing of such documents with the Commission.
Item 4. DESCRIPTION OF SECURITIES
Inapplicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Mattel, Inc. a Delaware corporation (the "Company" or the "Registrant")
has adopted provisions in its Restated Certificate of Incorporation (the
"Certificate") that limit the liability of its directors. As permitted by the
Delaware General Corporation Law (the "Delaware Law"), the Certification
provides that directors shall not be personally liable for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware Law (governing unlawful payments
of dividends and unlawful stock purchases and redemptions), as the same exists
or hereafter may be amended or (iv) for any transaction from which the director
derived an improper benefit.
The Company's Certificate further provides, in effect, that, to the
extent and under the circumstances permitted by Section 145 of the Delaware Law,
the Company shall indemnify any person who was or is a party or is threatened to
be made a party to any action, suit or proceeding of the type described below by
reason of the fact that he or she is or was a director, officer, employee or
agent of the Company or is or was serving at the request of the Company as
director, officer, employee or agent of another corporation or enterprise.
Section 145 of the Delaware Law provides that a Delaware corporation has the
power to
<PAGE>5
indemnify its directors, officers, employees and agents in certain
circumstances.
Subsection (a) of Section 145 of the Delaware law empowers a
corporation to indemnify any director, officer, employee or agent or former
director, officer, employee or agent who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal administrative or investigative (other than
an action by or in the right of the corporation), against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding provided
that such director, officer, employee or agent acted in good faith in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, provided
that such director, officer, employee or agent had no cause to believe his or
her conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director, officer, employee or agent or former director, employee or agent who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses actually and reasonably incurred in
connection with the defense or settlement of such action or suit provided that
such director, officer, employee or agent acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such director, officer, employee or agent shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action was brought shall
determine that despite the adjudication of liability such director, officer,
employee or agent is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
Section 145 further provides that to the extent a director, officer,
employee or agent of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) or in the
defense of any claim, issue or matter therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him or her in connection therewith; that indemnification provided for by Section
145 shall not be deemed
<PAGE>6
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation shall have power to purchase and maintain insurance on
behalf of a director, officer, employee or agent of the corporation against any
liability asserted against him or her or incurred by him or her in any such
capacity or arising out of his or her status as such whether or not the
corporation would have the power to indemnify him or her against such
liabilities under Section 145.
The Company has entered into indemnity agreements (the "Indemnity
Agreements") with each director of the Company, including directors who are also
officers and employees of the Company, and certain senior officers of the
Company. The Indemnity Agreements provide that the Company will pay any costs
which an indemnitee actually and reasonably incurs because of claims made
against him or her by reason of the fact that he or she is or was a director or
officer of the Company. The payments to be made under the Indemnity Agreements
include, but are not limited to, expenses of investigations, judicial or
administrative proceedings or appeals, damages, judgments, fines, amounts paid
in settlement, and attorneys' fees and disbursements, except the Company is not
obligated to make any payment under the Indemnity Agreements which the Company
is prohibited by law from paying as indemnity, or where (a) indemnification is
provided to any indemnitee under an insurance policy, except for amounts in
excess of insurance coverage, (b) the claim is one for which an indemnitee is
otherwise indemnified by the Company, (c) final determination is rendered in a
claim based upon the indemnitee obtaining a personal profit or advantage to
which he or she is not legally entitled, (d) final determination is rendered on
a claim for an accounting of profits made in connection with a violation of
Section 16(b) of the Securities Exchange Act of 1934, or similar state or common
law provisions, (e) the indemnitee was adjudged to be deliberately dishonest, or
(f) (with respect to a director) liability arises out of a breach of his or her
fiduciary duties set forth in clauses (i) through (iv) of the first paragraph of
this item.
The directors and officers of the Company and its subsidiaries are
insured under certain insurance policies against claims made during the period
of the policies against liabilities arising out of claims for certain acts in
their capacities as directors and officers of the Company and its subsidiaries.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
<PAGE>7
Item 8. EXHIBITS
Exhibit No.
23.1 Consent of Independent Accountants.
24.1 Power of Attorney (included on the signature page).
99.1 The Fisher-Price Long Term Incentive Plan of 1991.
Item 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remains unsold at the termination
of the offering.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted against
the Registrant by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question
<PAGE>8
whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or a section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
<PAGE>9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of El Segundo, State of California, on March 17, 1994.
MATTEL, INC.
By: /s/ Michael McCafferty
Michael McCafferty
Executive Vice President
and Chief Financial Officer
We, the undersigned directors and officers of Mattel, Inc., do hereby
severally constitute and appoint John L. Vogelstein, N. Ned Mansour and Robert
Normile, and each of them, our true and lawful attorneys and agents, to do any
and all acts and things in our name and behalf in our capacities as directors
and officers and to execute any and all instruments for us and in our names in
the capacities indicated below, which said attorneys and agents, or any of them,
may deem necessary or advisable to enable said Registrant to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and requirements
of the Securities and Exchange Commission, in connection with this Registration
Statement on Form S-8, including specifically but without limitation, power and
authority to sign for us or any of us, in our names in the capacities indicated
below, any and all amendments (including post-effective amendments) hereto; and
we do hereby ratify and confirm all that said attorneys and agents or any one of
them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ John W. Amerman Chairman, Chief March 17, 1994
John W. Amerman Executive Officer and a
Director (Principal Executive
Officer)
<PAGE>10
/s/ Michael McCafferty Executive Vice President March 17, 1994
Michael McCafferty and Chief Financial
Officer
/s/ Gary P. Rolfes Senior Vice President March 17, 1994
Gary P. Rolfes and Controller
__________________ President and Director March 17, 1994
Jill E. Barad
/s/ Harold Brown Director March 17, 1994
Harold Brown
/s/ James A. Eskridge President, Fisher-Price, March 17, 1994
James A. Eskridge Inc. and a Director of
Mattel
/s/ Tully M. Freidman Director March 17, 1994
Tully M. Friedman
/s/ Ronald J. Jackson Director March 17, 1994
Ronald J. Jackson
/s/ E. Robert Kinney Director March 17, 1994
E. Robert Kinney
/s/ Ronald M. Loeb Director March 17, 1994
Ronald M. Loeb
/s/ Edward H. Malone Director March 17, 1994
Edward H. Malone
/s/ John H. Mullin III Director March 17, 1994
John H. Mullin III
/s/ Edward N. Ney Director March 17, 1994
Edward N. Ney
<PAGE>11
/s/ William D. Rollnick Director March 17, 1994
William D. Rollnick
/s/ John L. Vogelstein Director March 17, 1994
John L. Vogelstein
__________________ President, Mattel March 17, 1994
Lindsey F. Williams International and a
Director
<PAGE>1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Mattel, Inc. of our report dated
February 4, 1993, which is included in the Mattel, Inc. Annual Report to
Shareholders for the year ended December 31, 1992, which appears as Exhibit
13.0 to the Company's Annual Report on Form 10-K for the year ended December
31, 1992. We also consent to the incorporation by reference of our report on
the Financial Statement Schedules, which appears on page 24 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1992.
/s/ PRICE WATERHOUSE
PRICE WATERHOUSE
March 17, 1994
Century City, California
<PAGE>1
EXHIBIT 99.1
The Fisher-Price Long Term Incentive Plan of 1991
ARTICLE I
NAME AND PURPOSE
1.1 Name. The Fisher-Price Long Term Incentive Plan of 1991 (the
"Plan") is established by Fisher-Price, Inc. (the "Company").
1.2 Purpose. The Company has established the Plan to promote the
interests of the Company and its shareholders by providing certain directors,
officers and employees of the Company and its related affiliates with
additional incentive and the opportunity, through stock ownership, to increase
their proprietary interest in the Company and their personal interest in its
continued success and progress.
ARTICLE II
DEFINITIONS
2.1 General Definitions. The following words and phrases, when
used herein, unless otherwise specifically defined or unless the context
clearly indicates otherwise, shall have the following meanings:
(a) Affiliate. Any trade or business entity, or a predecessor
of such entity, if any, which is a member of a controlled group of
business entities of which the Company is also a member.
(b) Agreement. The document which evidences the grant of any
Benefit under the Plan and which sets forth the Benefit and the
terms, conditions and provisions of, and restrictions relating to,
such Benefit.
(c) Benefit. Any benefit granted to a Participant under the
Plan.
(d) Board. The Board of Directors of the Company.
(e) Change in Control. Occurrence upon events described in
Section 9.2.
<PAGE>2
(f) Code. The Internal Revenue Code of 1986, as amended, and
including the regulations promulgated pursuant thereto.
(g) Committee. The Committee described in Section 5.1.
(h) Common Stock. The Company's $.01 par value common stock.
(i) Company. Fisher-Price, Inc.
(j) Director. Any person who is a member of the Board.
(k) Effective Date. The date that the Plan is approved by the
shareholders of the Company, which must occur within one year before
or after approval by the Board. Any grants of Benefits prior to the
approval by the shareholders of the Company shall be void if such
approval is not obtained.
(l) Employee. Any person employed by the Employer as an
employee.
(m) Employer. The Company and all Affiliates.
(n) Exchange Act. The Securities Exchange Act of 1934, as
amended.
(o) Fair Market Value. The average of the high and low sales
price of Shares on the New York Stock Exchange (composite
transactions and including when-issued trading of Common Stock) on a
given date; or, in the absence of sales on a given date, the average
of such high and low sales price on the last previous day on which a
sale occurred prior to such date; or in the absence of sales on any
such previous day, the average of such high and low sales price on
the next following day in which a sale occurs following such date.
(p) ISO. An Option that meets the requirements of Section
422p of the Code.
(q) NSO. An Option that does not qualify as an ISO.
(r) Non-Employee Director. Any Director who is not also an
Employee.
<PAGE>3
(s) Option. An option to purchase Shares granted under
ARTICLE XIII or ARTICLE XIX of the Plan.
(t) Other Stock Based Award. An award under ARTICLE XVIII
that is valued in whole or in part by reference to, or is otherwise
based on, Common Stock.
(u) Participant. An individual who is granted a Benefit under
the Plan. Benefits may be granted only to Employees and Non-
Employee Directors.
(v) Performance Share. A Share awarded to a Participant under
ARTICLE XVI of the Plan.
(w) Performance Units. A Benefit awarded to a Participant
under ARTICLE XVII of the Plan.
(x) Plan. The Fisher-Price Long Term Incentive Plan of 1991
and all amendments and supplements thereto.
(y) Restricted Stock. Shares issued under ARTICLE XV of the
Plan.
(z) Rule 16b-3. Rule 16b-3 promulgated by the SEC, as
amended, or any successor rule in effect from time to time.
(aa) SEC. The Securities and Exchange Commission.
(bb) Share. A share of Common Stock.
(cc) Stock Appreciation Right. A Benefit awarded to a
Participant under ARTICLE XIV of the Plan.
2.2 Other Definitions. In addition to the above definitions,
certain words and phrases used in the Plan and any Agreement may be defined
elsewhere in the Plan or in such Agreement.
ARTICLE III
COMMON STOCK
3.1 Number of Shares. The number of Shares which may be issued or
sold or for which Options, Stock Appreciation Rights, or Performance Shares
may be granted under the Plan shall be 2,300,000 Shares, subject to the
provisions of Sections 3.2
<PAGE>4
and 3.3 of the Plan. Such Shares may be authorized but unissued Shares,
Shares held in the treasury, or both.
3.2 Reusage. If an Option or Stock Appreciation Right expires or
is terminated, surrendered, or cancelled without having been fully exercised,
if Restricted Stock or Performance Shares are forfeited, or if any other grant
results in any Shares not being issued, the Shares covered by such Option or
Stock Appreciation Right, grant of Restricted Stock, Performance Shares or
other grant, as the case may be, shall again be available for use under the
Plan.
3.3 Adjustments. If there is any change in the Common Stock of the
Company by reason of any stock dividend, spin-off, split-up, spin-out,
recapitalization, merger, consolidation, reorganization, combination or
exchange or shares, the number of Stock Appreciation Rights and number and
class of shares available for Options and grants of Restricted Stock,
Performance Shares and Other Stock Based Awards and the number of Shares
subject to outstanding Options, Stock Appreciation Rights, grants of
Restricted Stock and Performance Shares, and Other Stock Based Awards, and the
price thereof, as applicable, shall be appropriately adjusted by the
Committee.
ARTICLE IV
ELIGIBILITY
The eligibility of Employees to become Participants and the Benefits
they receive under the Plan shall be determined solely by the Committee. In
making its determinations, the Committee shall consider past, present and
expected future contributions of Employees and Participants to the Employer.
The eligibility of Non-Employee Directors to become Participants and the
Benefits they receive under the Plan will be determined in accordance with
ARTICLE XIX.
ARTICLE V
ADMINISTRATION
5.1 Committee. The Plan shall be administered by the Committee
(also known as the Compensation Committee of the Board). The Committee shall
consist of Non-Employee Directors, who shall not be eligible to participate in
the Plan, except as provided in ARTICLE XIX. The members of the Committee
shall be appointed by and shall serve at the pleasure of the Board, which may
from time to time appoint members in substitution for members
<PAGE>5
previously appointed and fill vacancies, however caused, in the Committee.
5.2 Authority. Subject to the terms of the Plan, the Committee
shall have complete authority to:
(a) determine the individuals to whom Benefits are granted,
the type and amounts of Benefits to be granted and the time of all
such grants;
(b) determine the terms, conditions and provisions of, and
restrictions relating to, each Benefit granted;
(c) interpret and construe the Plan and all Agreements;
(d) prescribe, amend and rescind rules and regulations
relating to the Plan;
(e) determine the content and form of all Agreements;
(f) determine all questions relating to Benefits under the
Plan;
(g) maintain accounts, records and ledgers relating to
Benefits;
(h) maintain records concerning its decisions and proceedings;
(i) employ agents, attorneys, accountants or other persons for
such purposes as the Committee considers necessary or desirable;
(j) take, at anytime, any action permitted by Section 9.1
irrespective of whether any Change in Control has occurred or is
imminent; and
(k) do and perform all acts which it may deem necessary or
appropriate for the administration of the Plan and carry out the
purposes of the Plan.
5.3 Determinations. All determinations of the Committee shall be
final.
5.4 Delegation. Except as required by Rule 16b-3 with respect to
Benefits to individuals who are subject to Section 16
<PAGE>6
of the Exchange Act or as otherwise required for compliance with Rule 16b-3 or
other applicable law, the Committee may delegate all or any part of its
authority under the Plan to any Employee, Employees or committee.
ARTICLE VI
AMENDMENT
6.1 Power of Board. Except as hereinafter provided, the Board
shall have the sole right and power to amend the Plan at any time and from
time to time.
6.2 Limitation. The Board may not amend the Plan, without approval
of the shareholders of the Company:
(a) in a manner which would increase the number of Shares
which may be issued or sold or for which Options, Stock Appreciation
Rights, or Performance Shares may be granted under the plan; or
(b) in a manner which would violate applicable law.
ARTICLE VII
TERM AND TERMINATION
7.1 Term. The Plan shall commence as of the Effective Date and,
subject to the terms of the Plan, including those requiring approval by the
shareholders of the Company and those limiting the period over which ISOs or
any other Benefits may be granted, shall continue in full force for a period
of 10 years from the Effective Date.
7.2 Termination. The Plan may be terminated at any time by the
Board.
ARTICLE VIII
MODIFICATION OR TERMINATION OF BENEFITS
8.1 General. Subject to the provisions of Section 8.2, the
amendment or termination of the Plan shall not adversely affect a
Participant's right to any Benefit granted prior to such amendment or
termination.
<PAGE>7
8.2 Committee's Right. Any Benefit granted may be converted,
modified, forfeited or cancelled, in whole or in part, by the Committee if and
to the extent permitted in the Plan or applicable Agreement or with the
consent of the Participant to whom such Benefit was granted.
ARTICLE IX
CHANGE IN CONTROL
9.1 Vesting. Upon the occurrence of a Change in Control, all
Options, Restricted Stock, Performance Shares, Performance Units and Other
Stock Based Awards or other Benefits previously granted under the Plan, and
outstanding on the date on which the Change in Control occurs, shall become
free of any and all restrictions and be fully vested, and Options shall become
immediately exercisable, in amounts determined in accordance with the terms
and conditions otherwise set forth in the applicable Agreement.
9.2 Change in Control. A Change in Control shall be deemed to have
occurred if:
(a) any "Person," which shall mean a "person" as such term is
used in Sections 13(d) and 14(d) of the Exchange Act (other than the
Company, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or any company owned, directly
or indirectly, by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company), is
or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the
Company representing 30% or more of the combined voting power of the
Company's then outstanding voting securities;
(b) during any period of 24 consecutive months, individuals,
who at the beginning of such period constitute the Board, and any
new director whose election by the Board, or whose nomination for
election by the Company's stockholders, was approved by a vote of at
least two-thirds (2/3) of the Directors (other than in connection
with a contested election) before the beginning of the period cease
for any reason to constitute at least a majority thereof;
<PAGE>8
(c) the stockholders of the Company approve (1) a plan of
complete liquidation of the Company or (2) the sale or disposition
by the Company of all or substantially all of the Company's assets
unless the acquirer of the assets or its directors shall meet the
conditions for a merger or consolidation in subparagraphs (d)(1) or
(d)(2); or
(d) the stockholders of the Company approve a merger or
consolidation of the Company with any other company other than:
(1) such a merger or consolidation which would result in
the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity) more than 70% of the combined voting power of
the Company's or such surviving entity's outstanding voting
securities immediately after such merger or consolidation; or
(2) such a merger or consolidation which would result in
the Directors of the Company who were Directors immediately
prior thereto continuing to constitute at least 50% of the
directors of the surviving entity immediately after such merger
or consolidation.
In this paragraph (d), "surviving entity" shall mean only an entity
in which all of the Company's stockholders immediately before such
merger or consolidation become stockholders by the terms of such
merger or consolidation, and the phrase "Directors of the Company
who were Directors immediately prior thereto" shall include only
individuals who were Directors of the Company at the beginning of
the 24 consecutive month period preceding the date of such merger or
consolidation, or who were new Directors (other than any Director
designated by a Person who has entered into an agreement with the
Company to effect a transaction described in paragraph (a), (c)(2),
(d)(1) or (d)(2) of this Section) whose election by the Board, or
whose nomination for election by the Company's stockholders, was
approved by a vote of at least two-thirds (2/3) of the Directors
before the beginning of such period.
<PAGE>9
ARTICLE X
AGREEMENTS AND CERTAIN BENEFITS
10.1 Grant Evidenced by Agreement. The grant of any Benefit under
the Plan may be evidenced by an Agreement which shall describe the specific
Benefit granted and the terms and conditions of the Benefit. The granting of
any Benefit may be subject to, and conditioned upon, the recipient's execution
of any Agreement required by the Committee. Except as otherwise provided in
an Agreement, all capitalized terms used in the Agreement shall have the same
meaning as in the Plan, and the Agreement shall be subject to all of the terms
of the Plan.
10.2 Provisions of Agreement. Each Agreement shall contain such
provisions that the Committee shall determine to be necessary, desirable and
appropriate for the Benefit granted. Each Agreement may include, but shall
not be limited to, the following with respect to any Benefit: description of
the type of Benefit; the Benefit's duration; its transferability; if an
Option, the exercise price, the exercise period and the person or persons who
may exercise the Option; the effect upon such Benefit of the Participant's
death or termination of employment; the Benefit's conditions; when, if, and
how any Benefit may be forfeited, converted into another Benefit, modified,
exchanged for another Benefit, or replaced; and the restrictions on any Shares
purchased or granted under the Plan.
10.3 Certain Benefits. Any Benefit granted to an individual who is
subject to Section 16 of the Exchange Act shall not be transferable other than
by will or the laws of descent and distribution and shall be exercisable
during his lifetime only by him, his guardian or his legal representative.
ARTICLE XI
REPLACEMENT AND TANDEM AWARDS
11.1 Replacement. The Committee may permit a Participant to elect
to surrender a Benefit (except for Options granted pursuant to ARTICLE XIX),
in exchange for a new Benefit.
11.2 Tandem Awards. Benefits may be granted by the Committee in
tandem. However, no Benefit may be granted in tandem with an Option granted
pursuant to ARTICLE XIX whatsoever, or an ISO (except a Stock Appreciation
Right).
<PAGE>10
ARTICLE XII
PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING
12.1 Payment. Upon the exercise of an Option or in the case of any
other Benefit that requires a payment to the Company, the amount due the
Company is to be paid:
(a) in cash;
(b) by the tender to the Company of Shares owned by the
Participant and registered in his name having a Fair Market Value
equal to the amount due to the Company;
(c) in other property, rights and credits, including the
Participant's promissory note; or
(d) by any combination of the payment methods specified in
(a), (b) and (c) above.
Notwithstanding the foregoing, any method of payment other than (a) may be
used only with the consent of the Committee, or if and to the extent so
provided in the applicable Agreement.
12.2 Dividend Equivalents. Grants of Benefits in Shares or Share
equivalents may include dividend equivalent payments or dividend credit
rights.
12.3 Deferral. The right to receive any Benefit under the Plan
may, at the request of the Participant, be deferred for such period and upon
such terms as the Committee shall determine, which may include crediting of
interest on deferrals of cash and crediting of dividends on deferrals
denominated in Shares.
12.4 Withholding. The Company, at the time any distribution is
made under the Plan, whether in cash or in Shares, may withhold from such
distribution any amount necessary to satisfy federal, state and local tax
withholding requirements with respect to such distribution. Such withholding
may be in cash or in Shares.
<PAGE>11
ARTICLE XIII
OPTIONS
13.1 Types of Options. It is intended that both ISOs and NSOs may
be granted by the Committee to Employees under this ARTICLE XIII of the Plan.
13.2 Shares for ISOs. The number of Shares for which ISOs may be
granted on or after the Effective Date shall not exceed 2,300,000 Shares,
subject to the overall Plan limitations, permitted reusage and adjustments
provided for in ARTICLE III.
13.3 Grant of Options and Option Price. Each Option granted under
this ARTICLE XIII must be granted to an Employee, and must be granted no later
than 10 years from the Effective Date. The purchase price for Shares under
any Option shall be no less than the Fair Market Value of the Shares at the
time the Option is granted.
13.4 Early Termination of Option.
(a) Termination of Employment. All rights to exercise an
Option granted under this ARTICLE XIII terminate 60 days following
the Participant's employment termination for any reason other than
his death or retirement. Transfer from the Company to an Affiliate,
or vice versa, or from one Affiliate to another, shall not be deemed
termination of employment. The Committee shall have the authority
to determine in each case whether an authorized leave of absence or
absence on military or government service shall be deemed a
termination of employment for purposes of this paragraph (a).
(b) Death or Retirement. If a Participate dies while an
Employee or retires, his Option granted under this ARTICLE XIII
shall terminate within a period not exceeding three years after his
death or retirement (but not later than the date the Option expires
pursuant to its terms). The terms of Options granted under this
ARTICLE XIII outstanding except for those Options intended to
qualify as an ISO, may also be amended at any time by the Committee
or the Board to extend the Option's duration period following a
Participant's death or retirement, subject to the limitations stated
in the preceding sentence. In the meantime, subject to the
limitations in the applicable Agreement, it may be exercised by the
Participant, the
<PAGE>12
executors or administrators of his estate, or by his legatee or
heirs. "Retirement" shall mean termination of employment at age 55
or older for reasons other than death.
13.5 Other Requirements. The terms of each Option which is
intended to qualify as an ISO shall meet all requirements of Section 422A of
the Code. The terms of each NSO shall provide that such Option will not be
treated as an ISO.
13.6 Determination by Committee. Except as otherwise provided in
Section 13.2 through Section 13.5, and ARTICLE IX, the terms of all Options
granted under this ARTICLE XIII shall be determined by the Committee.
ARTICLE XIV
STOCK APPRECIATION RIGHTS
14.1 Description. The Committee may from time to time grant Stock
Appreciation Rights. Upon electing to receive payment of a Stock Appreciation
Right, a Participant shall receive an amount in cash, in Common Stock or in
any combination thereof, as the Committee shall determine, equal to the
amount, if any, by which the Fair Market Value of one Share on the date on
which such election is made exceeds the Fair Market Value of one Share on the
date on which the Stock Appreciation Right was granted.
14.2 Grant of Tandem Award. The Committee may grant a Stock
Appreciation Right in tandem with another Benefit, in which case: the exercise
of the other Benefit shall cause a correlative reduction in Stock Appreciation
Rights standing to a Participant's credit which were granted in tandem with
the other Benefit, and the payment of a Stock Appreciation Right shall cause a
correlative reduction of the Shares under such other Benefit.
14.3 ISO Tandem Award. When a Stock Appreciation Right is granted
in tandem with ISO, it shall have such terms and conditions as shall be
required for the ISO with which it is granted in tandem to qualify as an ISO.
14.4 Payment of Award. A Stock Appreciation Right shall be paid,
to the extent payment is elected by the Participant (and is otherwise due and
payable), as soon as practicable after the date on which such election is
made.
<PAGE>13
ARTICLE XV
RESTRICTED STOCK
15.1 Description. The Committee may grant Benefits in Shares
available under ARTICLE III of the Plan as Restricted Stock. Shares of
Restricted Stock shall be issued at the time of the grant but shall be subject
to forfeiture until provided otherwise in the applicable Agreement or the
Plan.
15.2 Terms and Conditions of Restricted Stock Awards. All Shares
of Restricted Stock shall be subject to the following terms and conditions,
and to such other terms and conditions as may be provided under the Agreements
described in paragraph (f) next below:
(a) Payment of Par Value. The Committee, in its discretion,
may condition any grant of Shares of Restricted Stock on payment by
the Participant to the Company of an amount not in excess of the par
value of such Shares. If any such Shares are subsequently forfeited
by the Participant, the Company shall pay an equivalent amount of
the Participant as soon as practicable after the forfeiture.
(b) Restricted Period. Shares of Restricted Stock granted to
a Participant may not be sold, assigned, transferred, pledged or
otherwise encumbered during a "Restricted Period" commencing on the
date of the grant and ending on such date as the Committee may
designate, subject to the following:
(i) The Committee may, at any time and in its sole
discretion, reduce or terminate the Restricted Period with
respect to any outstanding Shares of Restricted Stock, any
accrued dividends in accordance with paragraph (g) below, and
any corresponding Cash Award pursuant to Section 15.3.
(ii) The Restricted Period applicable to any Participant's
Shares of Restricted Stock shall end as of the date on which
the Participant's employment with the Company and its
Affiliates is terminated by reason of the Participant's death,
physical or mental disability (as determined by the Committee),
or for such other reasons as the Committee may provide.
<PAGE>14
(iii) The Committee may, at any time, and in its sole
discretion, allow a Participant to use his Restricted Stock
during the Restricted Period as payment of the Option price (in
accordance with Section 12.1) for Options which he has been
granted. In such an event, a number of the Shares issued upon
the exercise of the Option, equal to the number of Shares of
Restricted Stock used as payment therefore, shall be subject to
the same restrictions as the Restricted Stock so used, plus any
additional restrictions that may be imposed by the Committee.
Such terms and conditions relating to such use of Restricted
Stock shall be provided under the Agreements described in
paragraph (f) of this Section.
(c) Transfer of Restricted Stock. At the end of the
Restricted Period applicable to any Shares of Restricted Stock, such
Shares, any accrued dividends and any corresponding Cash Award, will
be transferred free of all restrictions to the Participant (or, to
the Participant's legal representative, beneficiary or heir).
(d) Forfeitures. Subject to paragraphs 15.2(b), a Participant
whose employment with the Company and its Affiliates is terminated
prior to the last day of the applicable Restricted Period shall
forfeit all shares of Restricted Stock, and any accrued dividends,
and any corresponding Cash Award.
(e) Certificates Deposited With Company. Each certificate
issued in respect of Shares of Restricted Stock granted to a
Participant under the Plan shall be registered in the name of the
Participant and deposited, together with a stock power endorsed in
blank, with the Company. At the discretion of the Committee, any
such certificates may be deposited in a bank designated by the
Committee. Each such certificate shall bear the following (or a
similar) legend:
"The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and
conditions (including forfeitures) contained in The
Fisher-Price Long Term Incentive Plan of 1990 and an
Agreement entered into between the registered owner and
Fisher-Price, Inc. A
<PAGE>15
copy of the Plan and Agreement is on file in the office of
the Secretary of Fisher-Price, Inc., 636 Girard Avenue,
East Aurora, New York 14052."
(f) Restricted Stock Agreement. The Participant shall enter
into an Agreement with the Company in a form specified by the
Committee and containing such additional terms and conditions, if
any, as the Committee in its sole discretion shall determine, which
are not inconsistent with the provisions of the Plan.
(g) Dividends. Regular cash dividends payable with respect to
Shares of Restricted Stock shall, in accordance with the terms of
the applicable Agreement, be paid to the Participant currently or
accrued. If dividends are accrued, interest may be payable on such
dividends at such rate, if any, as is established from time to time
by the Committee.
(h) Substitution of Rights. Prior to the end of the
Restricted Period with respect to any Shares of Restricted Stock
awarded to a Participant, the Committee may, with the consent of the
Participant, substitute an unsecured obligation of the Company to
pay cash or stock (on such reasonable terms and conditions as the
Committee may, in its sole discretion, determine) in lieu of its
obligations under this ARTICLE XV to deliver unrestricted Shares
plus accrued dividends.
(i) Stockholder Rights. Subject to the foregoing
restrictions, each Participant shall have all the rights of a
stockholder with respect to Shares of Restricted Stock including,
but not limited to, the right to vote such Shares.
15.3 Cash Awards and Restricted Stock. The Committee, at the time
it grants Restricted Stock to a Participant or at any time thereafter may
grant a corresponding Cash Award which will entitle the Participant to receive
cash as of the date as of which the Restricted Stock is transferred to him
pursuant to paragraph 15.2(c), in an amount which is not in excess of 200
percent of the Fair Market Value of the Restricted Stock as of that date. Any
such Cash Award shall be in addition to the Participant's rights to the Shares
of Restricted Stock and shall be subject to such additional terms and
conditions, if any, as the Committee determines which are not inconsistent
with the terms and conditions of the Plan. The Committee may, at any
<PAGE>16
time, grant unrestricted Shares (in lieu of such a Cash Award and subject to
the limitations thereof) to any Participant under the Plan subject to such
terms and conditions as the Committee may determine.
ARTICLE XVI
PERFORMANCE SHARES
16.1 Description. Performance Shares are the right of an
individual to whom a grant of such Shares is made to receive Shares or cash
equal to the Fair Market Value of such Shares at a future date in accordance
with the terms of such grant. Generally, such right shall be based upon the
attainment of profit and/or performance objectives.
16.2 Grant. The Committee may grant an award of Performance
Shares. The number of Performance Shares and the terms and conditions of the
grant shall be set forth in the applicable Agreement.
ARTICLE XVII
PERFORMANCE UNITS
17.1 Description. Performance Units are the right of an individual
to whom a grant of such Units is made to receive cash at a future date in
accordance with the terms of such grant. Generally, such right shall be based
upon the attainment of profit and/or performance objectives.
17.2 Grant. The Committee may grant an award of Performance Units.
The number of Performance Units and the terms and conditions of the grant
shall be set forth in the applicable Agreement.
ARTICLE XVIII
OTHER STOCK BASED AWARDS AND OTHER BENEFITS
18.1 Other Stock Based Awards. The Committee shall have the right
to grant Other Stock Based Awards which may include, without limitation, the
grant of Shares based on certain conditions, the payment of cash based on the
performance of the Common Stock, and the grant of securities convertible into
Shares.
<PAGE>17
18.2 Other Benefits. The Committee shall have the right to provide
types of Benefits under the Plan in addition to those specifically listed, if
the Committee believes that such Benefits would further the purposes for which
the Plan was established.
ARTICLE XIX
NON-EMPLOYEE DIRECTORS' STOCK OPTIONS
19.1 Eligibility. Each Non-Employee Director shall be eligible to
receive Options only in accordance with this ARTICLE XIX, and shall not be
eligible for any other Benefits under the Plan.
19.2 Grant of Options. Each Non-Employee Director elected at the
Shareholder meeting immediately prior to commencement of when issued trading
of Common Stock shall automatically be granted an Option for 1000 Shares, as
of the date of such meeting. Annually thereafter, as of the date of the
Annual Meeting of the shareholders of the Company, each Non-Employee Director
who is newly elected at such meeting, or who has been newly elected since the
last such meeting, shall automatically be granted an Option for 1,000 Shares;
and each other Non-Employee Director who is continuing, or is reelected as a
Non-Employee Director, shall automatically be granted an Option for 500
Shares.
19.3 Grant Evidenced by Agreement. Each Option granted under this
ARTICLE XIX to a Non-Employee Director must be granted no later than 10 years
from the Effective Date, and shall be evidenced by an Agreement describing the
terms and conditions of the Option granted, including but not limited to the
following:
(a) The purchase price for Shares under any Option shall be
no less than the Fair Market Value of the Shares as of the date the
Option is granted.
(b) The Option shall not be transferable by the Participant
otherwise than by will or the laws of descent and distribution, and
shall be exercisable during his lifetime only by him.
(c) The total number of Shares covered by the Option shall
become exercisable on the first anniversary date of the grant of the
Option. However, no Option or any part of an Option shall be
exercisable:
<PAGE>18
(i) before the Participant has served one consecutive
year as a member of the Board from the date the Option was
granted; or
(ii) after the expiration of 10 years from the date the
Option was granted.
(d) The Participant shall deliver a written notice of the
Option exercise to the Company, specifying the number of shares to be
purchased, and payment in full shall be made for the Shares being
acquired at the time of exercise, with the amount due the company to
be paid:
(i) in cash;
(ii) by tendering to the Company Shares owned by the
Participant and registered in his name having a Fair Market
Value equal to the amount due the Company; or
(iii) by any combination of the payment methods specified
in (i) and (ii) above.
(e) The Option exercise must be made by a Participant who has
been at all times during the period beginning with the date the
Option was granted and ending on the date of such exercise, a Non-
Employee Director. However, if a Participant shall cease to be a
Non-Employee Director for any reason (including retirement or death)
while holding an Option that has not expired and has not been fully
exercised, such Participant (or in the case of his death, the
executors, administrators, legatees, or distributees, as the case may
be) may exercise any such Options at any time within 60 days after
the date he ceases to be a Non-Employee Director (but in no event
after the Option has expired under the provisions of paragraph
(c)(ii) above). In the event any Option is exercised by the
executors, administrators, legatees or distributees of the estate of
a deceased Participant, the Company shall be under no obligation to
issue Shares thereunder unless and until the Company is satisfied
that the person or persons exercising the Option are the duly
appointed legal representatives of the deceased Participant's estate
or the proper legatees or distributees thereof.
(f) All Options outstanding on the date on which a Change in
Control occurs, shall become immediately
<PAGE>19
exercisable, in the amounts determined in accordance with the terms
and conditions otherwise set forth in the applicable Agreement.
(g) If there is any change in the Common Stock of the Company
by reason of any stock dividend, spin-off, split-up, spin-out,
recapitalization, merger, consolidation, reorganization, combination
or exchange of shares, the number of Shares subject to outstanding
Options, and the price thereof, as applicable, shall be appropriately
adjusted.
19.4 Plan Provisions. To the extend not inconsistent or superseded
by the provisions of this ARTICLE XIX, all other Plan provisions and
definitions shall apply to this ARTICLE XIX, and to Options granted pursuant
hereto.
ARTICLE XX
MISCELLANEOUS PROVISIONS
20.1 Underscored References. The underscored references contained
in the Plan are included only for convenience, and they shall not be construed
as a part of the Plan or in any respect affecting or modifying its provisions.
20.2 Number and Gender. The masculine and neuter, wherever used in
the Plan, shall refer to either the masculine, neuter or feminine; and, unless
the context otherwise requires, the singular shall include the plural and the
plural the singular.
20.3 Governing Law. This Plan shall be construed and administered
in accordance with the laws of the State of New York.
20.4 Purchase for Investment. The Committee may require each person
purchasing Shares pursuant to an Option or other award under the Plan to
represent to and agree with the Company in writing that such person is
acquiring the Shares for investment and without a view to distribution or
resale. The certificates for such Shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer. All
certificates for Shares delivered under the Plan shall be subject to such
stock-transfer orders and other restrictions as the Committee may deem
advisable under all applicable laws, rules and regulations, and the Committee
may cause a legend or legends to be put on any such certificates to make
appropriate references to such restrictions.
<PAGE>20
20.5 No Contract. The adoption of the Plan or the granting of a
Benefit shall not confer upon any Employee or Non-Employee Director any right
to continued employee or position as a Director, nor shall it interfere in any
way with the right of the Company or its shareholders to terminate the
employment of any of its Employees, or remove any of its Directors, at any
time.
20.6 No Effect on Other Benefits. The receipt of Benefits under the
Plan shall have no effect on any benefits to which a Participant may be
entitled from the Employer, under another plan or otherwise, or preclude a
Participant from receiving any such benefits.
<PAGE>21
IN WITNESS WHEREOF, this Program is executed by a duly authorized
officer of the Company.
FISHER-PRICE, INC.
By:________________________
Its Vice President
____________, 1991
