<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 6, 1998
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 registrant as specified in its charter)
Delaware 95-1567322
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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)
----------------------
Fort Wayne Hourly Employee Personal Investment Plan
(Full title of the plan)
LELAND P. SMITH, ESQ.
Assistant General Counsel and Secretary
Mattel, Inc.
333 Continental Boulevard
El Segundo, California 90245-5012
(310) 252-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------
COPIES TO:
Ashley S. Newsom, Esq.
Riordan & McKinzie
300 South Grand, 29th Floor
Los Angeles, California 90071
(213) 629-4824
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<S> <C> <C> <C> <C> <C>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock 100,000 shares $42.1875 $4,218,750 $1,244.53
====================================================================================================================================
</TABLE>
(1) 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, based on the average of the high and low sales price
on February 27, 1998, respectively, as reported on the New York Stock
Exchange.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference in, and shall be deemed to be a
part of, this Registration Statement: Mattel's Annual Report on Form 10-K for
the year ended December 31, 1996, its Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997, June 30, 1997 and September 30, 1997, its
Current Reports on Form 8-K dated February 5, 1997, February 14, 1997, March 5,
1997, March 19, 1997, March 20, 1997, March 27, 1997, April 17, 1997, April 25,
1997, May 15, 1997, July 25, 1997, July 30, 1997, October 8, 1997, October 21,
1997, November 12, 1997, November 26, 1997, January 23, 1998 and February 5,
1998, its Notice of Annual Meeting of Stockholders and Proxy Statement, dated
March 24, 1997 and the description of the Company's Common Stock contained in
the Company's Current Report on Form 8-K filed with the Commission on July 22,
1996.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the validity of the Common Stock
being registered hereby have been passed upon for the Company by Leland P.
Smith, Assistant General Counsel of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Mattel, Inc. (the "Company" or the "Registrant"), has adopted
provisions in its Restated Certificate of Incorporation (the "Certificate"),
which require the Company to indemnify any and all persons whom it has the
power to indemnify pursuant to the Delaware General Corporation Law
(the "DGCL") against any and all expenses, judgements, fines, amounts paid in
settlement, and any other liabilities to the fullest extend permitted by
the DGCL.
The Certificate also empowers the Registrant by action of its Board of
Directors to purchase and maintain insurance, at its expense, to protect itself
and such persons against any such expense, judgement, fine, amount paid in
settlement or other liability, whether or not the Registrant would have the
power to indemnify any such individual under the DGCL.
In addition, the Registrant's By-laws require that each person who was
or is made a party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he or she, or a person of whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the Registrant or is or was serving at the request of the Registrant, a
director, officer, employee or agent of the Registrant as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in an official
capacity as a director, officer, employee or agent, or in any other capacity
while serving as a director, officer, employee or agent, shall be indemnified
and held harmless by the Registrant to the fullest extent authorized by the
DGCL, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the Registrant to
provide broader indemnification rights than said law permitted the Registrant to
provide prior to such amendment) against all expense,
II-1
<PAGE>
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that except for claims by such
persons for non-payment of entitled indemnification claims against
the Registrant, the Registrant shall indemnify such person seeking
indemnification in connection with a proceeding initiated by such
person only if such proceeding was authorized by the Registrant's Board of
Directors. The By-laws specify that the right to indemnification so provided is
a contract right, set forth certain procedural and evidentiary standards
applicable to the enforcement of a claim under the By-laws, entitle the
persons to be indemnified to be reimbursed for the expenses of prosecuting any
such claim against the Registrant and entitle them to have all expenses
incurred in advance of the final disposition of a proceeding paid by the
Registrant. Such provisions, however, are intended to be in furtherance and not
in limitation of the general right to indemnification provided in the By-laws.
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 investigation, 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 an 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 Exchange Act, 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 certain of his or her
fiduciary duties.
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. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5.1* Opinion of Leland P. Smith.
23.1* Consent of Price Waterhouse LLP.
23.2* Consent of Deloitte & Touche LLP.
23.3* Consent of Leland P. Smith (included in Exhibit 5).
24.1* Power of Attorney with respect to the Company (see page II-6).
________________
* Included with this filing.
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<PAGE>
Mattel, Inc. hereby undertakes to submit the Fort Wayne Hourly
Employee Personal Investment Plan to the Internal Revenue Service ("IRS"), to
submit any amendment to the Plan to the IRS in a timely manner and to make all
changes required by the IRS in order to qualify the Plan.
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;
(iii) 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.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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.
(5) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Exchange Act; and to deliver or cause to be delivered to each person
to whom a prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities Act
and is, therefore, unenforceable. In the event that 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
II-3
<PAGE>
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted 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 whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
--------------
1933, 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 March 6,
1998.
MATTEL, INC.
By: /s/ Harry Pearce
---------------------------------------
Harry Pearce, Chief Financial Officer
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
--------
Plan 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 March 6, 1998.
FORT WAYNE HOURLY EMPLOYEE
PERSONAL INVESTMENT PLAN
PLAN ADMINISTRATORS:
/s/ Michelle Charmello
---------------------------------------
Michelle Charmello
/s/ Leland P. Smith
-----------------------------
Leland P. Smith
/s/ William Stavro
-----------------------------
William Stavro
/s/ William Whitman
-----------------------------
William Whitman
II-5
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below on this registration statement hereby constitutes and appoints Jill E.
Barad, Ned Mansour, Robert Normile, Leland P. Smith and John L. Vogelstein,
their true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for them and in their name, place and stead, in
any and all capacities (unless revoked in writing) to sign any and all
amendments to this registration statement to which this power of attorney is
attached, including any post-effective amendments as well as any related
registration statement (or amendment thereto) filed in reliance upon Rule 462(b)
under the Securities Act, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission, granting to such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
connection therewith, as fully to all intents and purposes as they might and
could do in person hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them, or their substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ---------------------------------- -------------------------------------- --------------------
<S> <C> <C>
/s/ Jill B. Barad Chairman of the Board, President and March 6, 1998
- ---------------------------------- Chief Executive Officer
Jill B. Barad
/s/ Harry Pearce Chief Financial Officer (Principal March 6, 1998
- ---------------------------------- Financial Officer)
Harry Pearce
/s/ Kevin M. Farr Senior Vice President and Controller March 6, 1998
- ----------------------------------- (Chief Accounting Officer)
Kevin M. Farr
/s/ John W. Amerman Director March 6, 1998
- -----------------------------------
John W. Amerman
/s/ Dr. Harold Brown Director March 6, 1998
- -----------------------------------
Dr. Harold Brown
/s/ Joseph C. Gandolfo Director and President, Worldwide March 6, 1998
- ----------------------------------- Manufacturing Operations
Joseph C. Gandolfo
</TABLE>
II-6
<PAGE>
<TABLE>
<S> <C> <C>
- ----------------------------------- Director
Tully M. Friedman
/s/ Ronald M. Loeb Director March 6, 1998
- -----------------------------------
Ronald M. Loeb
/s/ Ned Mansour Director and President, Corporate March 6, 1998
- ------------------------------------ Operations
Ned Mansour
/s/ Edward N. Ney Director March 6, 1998
- ------------------------------------
Edward N. Ney
/s/ William D. Rollnick Director March 6, 1998
- ------------------------------------
William D. Rollnick
/s/ Christopher A. Sinclair Director March 6, 1998
- ------------------------------------
Christopher A. Sinclair
/s/ Bruce L. Stein Director, President, Mattel Worldwide March 6, 1998
- ------------------------------------ and Chief Operating Officer
Bruce L. Stein
/s/ John L. Vogelstein Director March 6, 1998
- ------------------------------------
John L. Vogelstein
</TABLE>
II-7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY SEQUENTIALLY
NUMBERED NUMBERED
EXHIBIT DESCRIPTION PAGE
- ------------ ----------- ---------
<S> <C> <C>
5.1* Opinion of Leland P. Smith .............................................
23.1* Consent of Price Waterhouse LLP ..........................................
23.2* Consent of Deloitte & Touche LLP .......................................
23.3* Consent of Leland P. Smith (included in Exhibit 5) ........................
24.1* Power of Attorney with respect to the Company (see page II-6) .............
</TABLE>
_______________
* Included with this filing.
II-8
<PAGE>
EXHIBIT 5.1
MATTEL, INC.
333 CONTINENTAL BOULEVARD
EL SEGUNDO, CALIFORNIA 90245-5012
March 6, 1998
Ladies and Gentlemen:
I am the Assistant General Counsel of Mattel, Inc., a Delaware
corporation (the "Company"). I am delivering this opinion in connection with
the registration under the Securities Act of 1933, as amended (the "1933 Act"),
of 100,000 shares of the Common Stock (the "Shares"), $1.00 par value per share,
of the Company, which are to be offered and sold by the Company pursuant to its
Fort Wayne Hourly Employee Personal Investment Plan (the "Plan"). This opinion
is delivered in accordance with the requirements of Item 601(b)(5) of Regulation
S-K under the 1933 Act in connection with the Registration Statement on Form S-8
(the "Registration Statement"), for the aforementioned sale, filed with the
Securities and Exchange Commission (the "Commission") under the 1933 Act.
In rendering the opinion set forth herein, I have made such
investigations of fact and law, and examined such documents and instruments, or
copies thereof established to my satisfaction to be true and correct copies
thereof, as I have deemed necessary under the circumstances.
Based upon the foregoing and such other examination of law and fact as
I have deemed necessary, and in reliance thereon, I am of the opinion that, the
Shares, when offered, sold and paid for pursuant to the terms and conditions of
the Plan, will be duly authorized and validly issued, fully paid and non-
assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not thereby admit that I
am in the category of persons whose consent is required under Section 7 of the
1933 Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Leland P. Smith
Leland P. Smith
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 5, 1997 (July 18, 1997 with
respect to the merger with Tyco Toys, Inc. and other subsequent events described
in Note 11), which appears in Mattel, Inc.'s Current Report on Form 8-K dated
July 30, 1997. We also consent to the incorporation by reference of our report
on the Financial Statement Schedule, which appears on page 32 of Mattel, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1996.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Los Angeles, California
March 6, 1998
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Mattel, Inc. of our reports dated February 4, 1997
(except for note 15, as to which the date is March 27, 1997) relating to the
consolidated financial statements of Tyco Toys, Inc. and subsidiaries, not
presented separately herein, appearing in Mattel, Inc.'s Current Reports on Form
8-K dated July 30, 1997 and April 17, 1997.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
March 6, 1998
