SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MATTEL, INC.
------------
(Exact name of registrant as specified in its charter)
Delaware 95-1567322
- ---------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
333 Continental Boulevard, El Segundo, California 90245-5012
- ------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- ------------------- ------------------------------
<S> <C>
Common Stock, $1.00 par value New York Stock Exchange
Pacific Stock Exchange
</TABLE>
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [_]
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement undet the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [_]
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
--------------
Title of class
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
--------------------------------------------------------
Mattel's authorized capital stock as of the date hereof
consists of 300,000,000 shares of common stock, $1.00
par value per share (the "Common Stock"), 3,000,000
shares of preferred stock, $1.00 par value per share
(the "Preferred Stock"), and 20,000,000 shares of
preference stock, $.01 par value per share (the
"Preference Stock"). Mattel does not presently have
outstanding, and Mattel's Certificate of Incorporation
does not authorize, any other classes of capital stock.
Holders of shares of Common Stock have no preemptive,
redemption or conversion rights. The holders of Common
Stock are entitled to receive dividends when and as
declared by the Mattel Board of Directors out of funds
legally available therefor. Upon liquidation, dissolution
or winding up of Mattel, the holders of Common Stock may
share ratably in the net assets of Mattel and liquidating
distributions to holders of Preferred Stock or Preference
Stock, if any. Each holder of Common Stock is entitled
to one vote per share of Common Stock held of record by
such holder and may cumulate its votes in the election of
directors. As of February 15, 1996, there were 279,067,715
shares of Common Stock issued, as adjusted to reflect the
five-for-four stock split payable as a stock dividend
declared February 6, 1996. Each outstanding share of Common
Stock is accompanied by a right to purchase one one-hundredth
(128/37,500ths as adjusted to reflect a series of stock splits)
of a share of Mattel Series E Junior Participating Preference
Stock, $.01 par value per share. The registrar and transfer
agent for the Common Stock is the First National Bank of
Boston.
Item 2. Exhibits.
---------
No. Document Page
--- ------------------------------------------ ----
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)
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)
3.* Specimen Stock Certificate with respect to
Common Stock
----------------
*Filed herewith.
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
MATTEL, INC.
Registrant
By: /s/ Leland P. Smith
-----------------------------
Leland P. Smith
Assistant Secretary and
Date: February 28, 1996 Assistant General Counsel
-----------------
<PAGE>
COMMON
THIS CERTIFICATE IS TRANSFERABLE INCORPORATED UNDER
IN THE CITY OF BOSTON, NEW YORK THE LAWS OF THE
OR IN LOS ANGELES STATE OF DELAWARE
________________ ________________
| NUMBER | | SHARES |
|NYS | | |
|________________| |________________|
SEE REVERSE SIDE
FOR CERTAIN
DEFINITIONS
MATTEL, INC. CUSIP 577081 10 2
SEE REVERSE FOR
RIGHTS LEGEND
__________________________________________________________
|This certifies that |
| |
| |
| |
[Mattel logo] | |
| |
| |
|is the record holder of |
|__________________________________________________________|
FULL PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF
$1.00 EACH OF THE COMMON STOCK OF
Mattel, Inc., transferable on the share register of the
Corporation by the holder hereof in person or by duly
authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate is not valid until
countersigned by the Transfer Agent and registered by the
Registrar.
Witness the seal of the Corporation and the signatures
of its duly authorized officers.
[Mattel Corporate
Seal] Dated
/s/ Ned Mansour /s/ John W. Amerman
SECRETARY CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
COUNTERSIGNED AND REGISTERED:
THE FIRST NATIONAL BANK OF BOSTON
(BOSTON, MASS)
TRANSFER AGENT AND REGISTRAR,
BY /s/ M. Penezik
AUTHORIZED SIGNATURE
[from left to right across the top of the certificate]
[Picture of girl with large doll]
[Picture of boy with See 'N Say toy]
[Picture of girl with Barbie doll]
[Picture of boy with Hot Wheels track set]
[from left to right in the bottom right hand corner of the certificate]
[Picture of Mattel's corporate headquarters building]
[Picture of girl with Barbie doll]
<PAGE>
MATTEL, INC.
Mattel, Inc. will furnish without charge to each stockholder who so
requests, the designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof
and the qualifications, limitations or restrictions of such preferences
and/or rights. Such information may be obtained from the Secretary of
the corporation at 333 Continental Boulevard, El Segundo, CA 90245.
This certificate also evidences and entitles the holder hereof to
certain rights as set forth in a Rights Agreement between Mattel, Inc.
and The First National Bank of Boston, dated as of February 7, 1992 (the
"Rights Agreement"), the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal executive offices
of Mattel, Inc. Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate certificates and will
no longer be evidenced by this certificate. Mattel, Inc. will mail to
the holder of this certificate a copy of the Rights Agreement without
charge after receipt of a written request therefor. Under certain
circumstances, as set forth in the Rights Agreement, Rights issued to any
Person who becomes an Acquiring Person (as defined in the Rights Agreement)
may become null and void.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT - .............. Custodian .............
(Cust) (Minor)
under Uniform Gifts to Minors
Act ..............................
(State)
UNIF TRF MIN ACT - .............. Custodian (until age......)
(Cust)
.............. under Uniform Transfers
(Minor)
to Minors Act ..........................
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, _________________________ hereby sell, assign
and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
___________________
| |
|___________________|________________________________________________________
(Please Print of Typewrite Name and Address, Including Zip Code, of Assignee)
______________________________________________________________________ Shares
of Stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint _______________________________________________ Attorney
to transfer the said shares on the books of the within-named Corporation with
full power of substitution in the premises.
Dated: ________________________, 19__.
_________________________________
Signature
_________________________________
Signature
[along right hand margin, perpendicular to the transfer section]
NOTICE: The signature to this assignment must correspond with the
name(s) as written upon the face of the certificate in every particular
without alteration or enlargement or any change whatever.
<PAGE>
