As filed with the Securities and Exchange Commission on August 28, 1995.
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
MATTEL, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 95-1567322
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 Continental Boulevard, El Segundo, California 90245-5012
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(Address of Principal Executive Offices) (Zip Code)
MATTEL, INC. 1990 STOCK OPTION PLAN
-----------------------------------
(Full title of the plan)
Ned Mansour, Esq.
Executive Vice President,
General Counsel and Secretary
MATTEL, INC.
333 Continental Boulevard
El Segundo, California 90245-5012
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(Name and Address of agent for service)
(310) 252-3607
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(Telephone number, including area code, of agent for service)
_______________
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price per Offering Registration
be Registered Registered (1) Share (2) Price (2) Fee
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<S> <C> <C> <C> <C>
Common Stock 3,000,000
($1.00 Par Value) shares $28.750 $86,250,000 $29,741.38
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<FN>
(1) 2,000,000 previously registered pursuant to Registration Statement 33-
34920 and 5,500,000 previously registered pursuant to Registration
Statement 33-57082. Shares of the Company's Common Stock are
accompanied by the Company's Preference Share Purchase Rights (the
"Rights") which, until the occurrence of any of certain prescribed
events, are not exercisable, are evidenced by the certificates 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. There are also registered an undetermined
number of additional shares of Common Stock that may be sold in
accordance with the provisions of the Plan in the event of any change in
the outstanding shares of Common Stock of the Company, including a stock
dividend or stock split.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1993, as amended,
and based upon the average of the high and low prices of the
Registrant's Common Stock as reported on the New York Stock Exchange on
August 24, 1995.
</TABLE>
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<PAGE>
PART II
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Item 3. Incorporation of Documents by Reference.
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The Registrant hereby incorporates by reference into this
registration statement the Registrant's effective registration statements
on Form S-8 (File Nos. 33-34920 and 33-57082) filed under the Securities
Act of 1933, as amended.
Item 8. Exhibits.
-------------------
4.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.0 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1993)
4.2 By-laws of the Company, as amended to date (incorporated by
reference to Exhibit 3.1 to the Company's Annual Report on Form
10-K for the year ended December 31, 1992)
4.3 Mattel, Inc. 1990 Stock Option Plan (incorporated by reference to
Exhibit A to the Notice of Annual Meeting of Stockholders and
Proxy Statement of the Company dated March 15, 1990)
4.4 Amendment No. 1 to the Mattel, Inc. 1990 Stock Option Plan
(incorporated by reference to the information under the heading
"Amendment to Mattel 1990 Stock Option Plan" on page F-1 of the
Joint Proxy Statement/Prospectus of the Company and Fisher-Price
included in the Company's Registration Statement on Form S-4,
Registration Statement No. 33-50749)
4.5 Amendment No. 2 to the Mattel, Inc. 1990 Stock Option Plan
(incorporated by reference to Exhibit A to the Notice of Annual
Meeting of Stockholders and Proxy Statement of the Company dated
March 22, 1995)
5.1* Opinion of Ned Mansour, General Counsel of the Company, re:
legality
23.1* Consent of Price Waterhouse LLP
23.2* Consent of Coopers & Lybrand L.L.P.
23.3* Consent of Ned Mansour (contained in Exhibit 5.1)
24.1* Power of Attorney
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* Filed herewith.
<PAGE>
SIGNATURES
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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 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of El Segundo, State of
California, on August 28, 1995.
MATTEL, INC.
By: /s/ Ned Mansour
-----------------------------
Title: Executive Vice President,
General Counsel and Secretary
POWER OF ATTORNEY
-----------------
We, the undersigned directors and officers of Mattel, Inc., do
hereby severally constitute and appoint John W. Amerman, John L.
Vogelstein, Ned Mansour and Leland P. Smith, 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 Company 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 not 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 each 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 dates indicated.
Signature Title Date
--------- ----- ----
/s/ John W. Amerman Chairman of the Board August 28, 1995
------------------- and Chief Executive Officer
JOHN W. AMERMAN
/s/ Francesca Luzuriaga Executive Vice President, August 28, 1995
----------------------- Finance
FRANCESCA LUZURIAGA (Principal Financial Officer)
/s/ Jill E. Barad Director, President and August 28, 1995
----------------- Chief Operating Officer
JILL E. BARAD
/s/ Harold Brown Director August 28, 1995
----------------
HAROLD BROWN
/s/ James A. Eskridge Director and Group President, August 28, 1995
--------------------- U.S. Mattel and Fisher-Price
JAMES A. ESKRIDGE
/s/ Tully M. Friedman Director August 28, 1995
---------------------
TULLY M. FRIEDMAN
/s/ Ronald M. Loeb Director August 28, 1995
------------------
RONALD M. LOEB
/s/ Edward H. Malone Director August 28, 1995
--------------------
EDWARD H. MALONE
/s/ Edward N. Ney Director August 28, 1995
-----------------
EDWARD N. NEY
/s/ William D. Rollnick Director August 28, 1995
-----------------------
WILLIAM D. ROLLNICK
Director August 28, 1995
----------------------
JOHN L. VOGELSTEIN
/s/ Lindsey F. Williams Director and President, August 28, 1995
----------------------- Mattel International
LINDSEY F. WILLIAMS
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[Mattel letterhead] EXHIBIT 5.1
August 28, 1995
Mattel, Inc.
333 Continental Boulevard
El Segundo, California 90245
Ladies and Gentlemen:
I am the Executive Vice President, General Counsel and
Secretary of Mattel, Inc., a Delaware corporation (the "Company"), and have
acted as counsel in connection with the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission covering the registration under the
Securities Act of 1933, as amended, of an additional 3,000,000 shares of
the Company's Common Stock, $1.00 par value per share (the "Common Stock"),
which are to be offered and sold by the Company pursuant to its 1990 Stock
Option Plan, as amended (the "Plan").
I have examined the Company's Restated Certificate of
Incorporation and Bylaws, the corporate minute books and the Plan. I have
also examined the records of corporate proceedings taken in connection with
the adoption and amendment of the Plan and the offer and sale of the Common
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 Common Stock, when
offered, sold and paid for pursuant to the terms and conditions of the
Plan, will be validly issued, fully paid and non-assessable.
I hereby consent to the use of this opinion as an exhibit to
the Registration Statement.
Respectfully submitted,
/s/ Ned Mansour
-----------------------------
Executive Vice President,
General Counsel and Secretary
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 of our report dated February 6, 1995 appearing on
page 51 of the Mattel, Inc. Annual Report to Shareholders which is
incorporated by reference in the Annual Report on Form 10-K for the year
ended December 31, 1994. We also consent to the incorporation by reference
of our report on the Financial Statement Schedules, which appears on page
28 of such Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
------------------------
August 28, 1995
Los Angeles, California
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in the Registration
Statement of Mattel, Inc. on Form S-8 of our report dated February 4,
1993, on our audit of the consolidated financial statements and schedules
of Fisher-Price, Inc. for the fiscal year ended January 3, 1993, which
report is included in the Annual Report on Form 10-K for the year ended
December 31, 1994.
/s/ Coopers & Lybrand L.L.P.
----------------------------
Rochester, New York
August 28, 1995
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