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: July 22, 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)
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Item 5. Other Events
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The opinion attached hereto as Exhibit 5.0 is hereby
incorporated by reference into (i) Registration
Statement on Form S-8 No. 33-57082, which was filed
with the Securities and Exchange Commission (the
"SEC") on January 19, 1993 and (ii) Registration
Statement on Form S-8 No. 33-52723, which was filed
with the SEC on March 17, 1994. This opinion was
previously omitted because the shares registered
were not anticipated to be original issuance shares.
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:
5.0 Opinion re legality dated July 22, 1994
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SIGNATURES
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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/ N. Ned Mansour
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N. Ned Mansour
Senior Vice President,
Date: July 22, 1994 General Counsel and Secretary
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[Mattel letterhead]
EXHIBIT 5.0
July 22, 1994
The Stock Option Committee of the
Board of Directors of Mattel, Inc.
333 Continental Blvd.
El Segundo, California 90245
Ladies and Gentlemen:
I have examined (i) Registration Statement on Form S-8 No. 33-
57082, which was filed with the Securities and Exchange Commission
(the "SEC") on January 19, 1993 in connection with the
registration under the Securities Act of 1933, as amended (the
"Securities Act"), of an aggregate of 10,312,500 shares of the
Common Stock, $1.00 par value per share (the "Common Stock"), of
Mattel, Inc., a Delaware corporation (the "Company"), 1,557,087 of
which have been offered and sold by the Company pursuant to its
1990 Stock Option Plan (the "1990 Plan") and 8,755,413 of which
are to be offered and sold by the Company pursuant to the 1990
Plan and (ii) Registration Statement on Form S-8 No. 33-52723,
which was filed with the SEC on March 17, 1994 in connection with
the registration under the Securities Act of an aggregate of
1,750,000 shares of Common Stock, 1,387,816 of which have been
offered and sold by the Company pursuant to The Fisher-Price Long
Term Incentive Plan of 1991 (the "Fisher-Price Plan") and 362,184
of which are to be offered and sold by the Company pursuant to the
Fisher-Price Plan. The registration statements listed in clauses
(i) and (ii) above are referred to hereinafter as the
"Registration Statements." The 1990 Plan and the Fisher-Price
Plan are referred to hereinafter as the "Plans." The aggregate of
9,117,597 shares of Common Stock which have not been issued upon
the exercise of options granted under the Plans are referred to
hereinafter as the "Stock." The shares of Common Stock referenced
in clause (i) of the first sentence of this paragraph have been
adjusted to reflect a 3 for 2 stock split on June 2, 1993 and a 5
for 4 stock split on January 7, 1994.
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The Stock Option Committee of the
Board of Directors of Mattel, Inc.
Page 2
I am rendering this opinion in my capacity as the Senior Vice
President and General Counsel of the Company. I have examined the
Company's Restated Certificate of Incorporation and Bylaws, the
corporate minute books and the Plans. I have also examined the
records of corporate proceedings taken in connection with the
approval of the Plans and the offer and sale of the Stock in
connection therewith.
Based upon the foregoing examinations and upon the applicable
laws, I am of the opinion that subject to compliance with the
applicable state securities and "blue sky" laws, the shares of
Stock, when offered, sold and paid for in accordance with the
Plans, have been duly authorized and will be validly issued, fully
paid and non-assessable.
I hereby consent to the use of this opinion as an exhibit to
the Registration Statements.
Respectfully submitted,
/s/ N. Ned Mansour
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Ned Mansour
Senior Vice President and
General Counsel
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