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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 6, 1998
REGISTRATION NO. 333-_____
================================================================================
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)
----------------
The Mattel, Inc. 1997 Premium Price Stock Option 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
CALCULATION OF REGISTRATION FEE
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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
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 20,000,000 shares $42.1875 $843,750,000 $248,906.25
- ----------------------------------------------------------------------------------------------------
</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.
<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, 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
II-1
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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-4).
_______________
* Included with this filing.
ITEM 9. UNDERTAKINGS.
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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 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.
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<PAGE>
SIGNATURES
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
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.
Signature Title Date
- ---------------------- -------------------------- -------------
/s/ Jill B. Barad Chairman of the Board, President March 6, 1998
- ------------------------ and Chief Executive Officer
Jill E. 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
II-4
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/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
Director
- ---------------------------
Tully M. Friedman
/s/ Ronald M. Loeb Director March 6, 1998
- ---------------------------
Ronald M. Loeb
/s/ Ned Mansour Director and President, March 6, 1998
- --------------------------- Corporate 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 March 6, 1998
- --------------------------- Worldwide and Chief Operating
Bruce L. Stein Officer
/s/ John L. Vogelstein Director March 6, 1998
- ---------------------------
John L. Vogelstein
II-5
<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-6
<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 20,000,000 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 The Mattel Inc. 1997 Premium Price Stock Option 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
