<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MATTEL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-1567322
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
333 CONTINENTAL BOULEVARD, EL SEGUNDO, CALIFORNIA 90245-5012 (310) 252-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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LELAND P. SMITH, ESQ.
ASSISTANT GENERAL COUNSEL AND ASSISTANT SECRETARY
MATTEL, INC.
333 CONTINENTAL BOULEVARD, EL SEGUNDO, CALIFORNIA 90245-5012 (310) 252-4821
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
RONALD M. LOEB, ESQ. BRIAN G. CARTWRIGHT, ESQ.
IRELL & MANELLA LLP LATHAM & WATKINS
333 SO. HOPE STREET, SUITE 3300 633 W. FIFTH STREET
LOS ANGELES, CA 90071 LOS ANGELES, CA 90071
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act") other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-1307
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED(1) REGISTERED(1) UNIT(2) PRICE(2)(3)(4) REGISTRATION FEE(5)
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<S> <C> <C> <C> <C>
Common Stock ($1 par
value)(6)(7).......... -- (10) -- --
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Preference Share Pur-
chase Rights(7)........ -- (10) -- --
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Preferred Stock ($1 par
value)(8)............. -- (10) -- --
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Debt Securities(9)..... -- (10) -- --
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Warrants............... -- (10) -- --
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Units.................. -- (10) -- --
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Total.................. $39,450,000 (10) $39,450,000 $11,955
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(1) Subject to Footnote (3), there are being registered hereunder (i) an
indeterminate amount of Common Stock, Preferred Stock, Debt Securities,
Warrants and Units issuable in primary offerings, (ii) an indeterminate
amount of Common Stock and Preferred Stock issuable upon conversion of
Debt Securities and Preferred Stock registered hereunder, (iii) an
indeterminate amount of Common Stock, Preferred Stock and Debt Securities
issuable upon exercise of Warrants registered hereunder, and (iv) an
indeterminate amount of Preference Share Purchase Rights, which are
evidenced by certificates for, and are transferred along with and only
with, the Company's Common Stock until the occurrence of certain
prescribed events (see Footnote (7) below).
(2) In U.S. dollars or the equivalent thereof in one or more foreign
currencies or composite currencies. The proposed maximum offering price
per unit will be determined from time to time by the Registrant in
connection with the issuance of the securities registered hereunder.
(3) Estimated solely for the purpose of calculating the registration fee. In
no event will the aggregate maximum offering price of all securities
issued under this Registration Statement exceed $39,450,000 or the
equivalent thereof in one or more foreign currencies or composite
currencies or, if any Debt Securities are issued with original issue
discount, such greater amount as shall result in proceeds of $39,450,000
to the Registrant.
(4) With respect to Debt Securities, excluding accrued interest and accrued
amortization of discount, if any, to the date of delivery.
(5) The registration fee has been calculated in accordance with Rule 457(o)
of the Securities Act.
(6) Shares of Common Stock may be issued in primary offerings, upon
conversion of Debt Securities and/or Preferred Stock registered hereby,
and/or upon exercise of Warrants registered hereby. The aggregate amount
of Common Stock registered hereby is limited to that which is permissible
under Rule 415(a)(4) under the Securities Act.
(7) The Company's Preference Share Purchase Rights accompany shares of the
Company's Common Stock and, until the occurrence of any of certain
prescribed events, are not exercisable, are evidenced by the certificates
for the Common Stock and are transferred along with and only with the
Company's Common Stock.
(8) Shares of Preferred Stock may be issued in primary offerings, upon
conversion of Debt Securities registered hereby, and/or upon exercise of
Warrants registered hereby.
(9) Debt Securities may be issued in primary offerings and/or upon exercise
of Warrants registered hereby.
(10) Omitted pursuant to General Instruction II(D) of Form S-3 under the
Securities Act.
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EXPLANATORY STATEMENT
This Registration Statement is being filed by Mattel, Inc. (the "Company")
pursuant to Rule 462(b) and General Instruction IV of Form S-3, both
promulgated under the Securities Act of 1933, as amended. The contents of the
Company's Registration Statement on Form S-3, No. 333-1307, are hereby
incorporated herein by reference.
2
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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-3 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 May 1,
1997.
MATTEL, INC.
By: /s/ Ned Mansour
___________________________________
Name:Ned Mansour
Title:President, Corporate Operations
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
John W. Amerman* Chairman of the Board May 1, 1997
____________________________________
John W. Amerman
Jill E. Barad* Director and May 1, 1997
____________________________________ Chief Executive Officer
Jill E. Barad
/s/ Harry Pearce Chief Financial Officer May 1, 1997
____________________________________
Harry Pearce
/s/ Kevin Farr Senior Vice President and May 1, 1997
____________________________________ Controller (Chief Accounting
Kevin Farr Officer)
Harold Brown* Director May 1, 1997
____________________________________
Harold Brown
James A. Eskridge* Director May 1, 1997
____________________________________
James A. Eskridge
Ronald M. Loeb* Director May 1, 1997
____________________________________
Ronald M. Loeb
Edward H. Malone* Director May 1, 1997
____________________________________
Edward H. Malone
</TABLE>
II-1
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
Edward N. Ney* Director May 1, 1997
____________________________________
Edward N. Ney
William D. Rollnick* Director May 1, 1997
____________________________________
William D. Rollnick
Christopher A. Sinclair* Director May 1, 1997
____________________________________
Christopher A. Sinclair
John L. Vogelstein* Director May 1, 1997
____________________________________
John L. Vogelstein
*By: /s/ Leland P. Smith
__________________________
Leland P. Smith
Attorney-in-Fact
</TABLE>
II-2
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INDEX TO EXHIBITS
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EXHIBIT
NO.
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<C> <S>
5 Opinion of Irell & Manella LLP
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Irell & Manella LLP (included in Exhibit 5)
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EXHIBIT 5
[LETTERHEAD OF IRELL & MANELLA LLP]
May 1, 1997
Mattel, Inc.
333 Continental Boulevard
El Segundo, California 90245-5012
Ladies and Gentlemen:
We have acted as counsel to Mattel, Inc., a Delaware corporation (the
"Company"), in connection with the Company's Registration Statement on Form S-3
(the "Registration Statement"), filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, as amended (the "Act"), with respect to the registration
of up to $39,450,000 aggregate initial offering price of an indeterminate amount
of the following: (i) shares of the Company's common stock, $1.00 par value per
share ("Common Stock"), (ii) shares of the Company's preferred stock, $1.00 par
value per share ("Preferred Stock"), which may be convertible into shares of
Common Stock, (iii) the Company's debt securities (the "Debt Securities"), which
may be convertible into shares of Common Stock and/or Preferred Stock and which
are to be issued pursuant to an Indenture (the "Indenture") between the Company
and Chemical Trust Company of California, as trustee ("the "Trustee"), (iv)
warrants or rights ("Warrants") to acquire Common Stock, Preferred Stock and/or
Debt Securities, and (v) units ("Units") consisting of two or more of the
foregoing securities. The Debt Securities, Common Stock, Preferred Stock,
Warrants and Units (collectively, the "Securities") may be issued from time to
time pursuant to Rule 415 under the Act and will be subject to specific terms
pertaining to each respective series of Securities as determined at the time of
sale and as set forth in one or more supplements to the Prospectus constituting
part of the Registration Statement. The Registration Statement referred to
above relates to the Company's Registration Statement on Form S-3 (File No. 333-
1307) that was declared effective by the Commission on April 3, 1996.
As such counsel, we have examined the Registration Statement, a form of the
Indenture and such records of the Company's corporate proceedings and such other
documents and
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Mattel, Inc.
May 1, 1997
Page 2
have made such other factual and legal investigations as we deemed necessary or
appropriate in order to render this opinion. Further, we are familiar with
additional corporate procedures that the Company contemplates taking prior to
the issuance of any Securities.
Based upon such examinations and investigations and subject to (i) the
occurrence of such additional corporate procedures as are now contemplated prior
to the issuance of any Securities, (ii) the effectiveness of the Registration
Statement under the Act, (iii) the establishment of the terms of each series of
Securities in accordance with the terms of (a) the Company's Restated
Certificate of Incorporation and Bylaws, (b) any judgment, order or decree of
any governmental body, agency or court having jurisdiction over the Company, (c)
any agreement, indenture, mortgage, deed of trust, undertaking or other
instrument that is binding upon the Company, and (d) applicable law, and (iv)
the execution, delivery and, as applicable, authentication of and payment for
the Securities, it is our opinion that:
1. The Common Stock (including any Common Stock that may be issuable
pursuant to the conversion of any Preferred Stock or Debt Securities or the
exercise of any Warrants or as part of any Units) will, upon the issuance and
sale thereof in the manner contemplated by the Registration Statement, be
validly issued, fully paid and nonassessable.
2. The Preferred Stock (including any Preferred Stock that may be
issuable pursuant to the conversion of any Debt Securities or the exercise of
any Warrants or as part of any Units) will, upon the issuance and sale thereof
in the manner contemplated by the Registration Statement, be validly issued,
fully paid and nonassessable.
3. The Debt Securities (including any Debt Securities that may be
issuable pursuant to the exercise of any Warrants or as part of any Units) will,
upon the issuance and sale thereof in the manner contemplated by the
Registration Statement, constitute legally valid and binding obligations of the
Company, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally, and subject, as
to the binding and enforceable nature of such obligations, to general principles
of equity, including
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Mattel, Inc.
May 1, 1997
Page 3
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).
4. The Warrants (including any Warrants that may be issuable as part of
any Units) will, upon the issuance and sale thereof in the manner contemplated
by the Registration Statement, constitute legally valid and binding obligations
of the Company, enforceable in accordance with their terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally,
and subject, as to the binding and enforceable nature of such obligations, to
general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity).
This opinion is rendered solely for your benefit in connection with the
transactions described above. This opinion may not be used or relied upon by
any other person and may not be disclosed, quoted, filed with a governmental
agency or otherwise referred to without our prior written consent. However, we
hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the heading "Legal Matters" in the
Prospectus constituting part of the Registration Statement.
Sincerely,
/s/ Irell & Manella LLP
Irell & Manella LLP
JJC/pmj
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 to be filed in
connection with the currently effective Registration Statement on Form S-3
(No. 333-01307) of our report dated February 5, 1997, which appears on page 61
of the 1996 Annual Report to Shareholders of Mattel, Inc., which is incorporated
by reference in Mattel, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1996. We also consent to the incorporation by reference of our
report on the Financial Statement Schedule, which appears on page 32 of such
Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
Los Angeles, California
April 30, 1997
