<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 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)
LEE B. ESSNER, ESQ.
Assistant General Counsel and Assistant 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 N. Giesler, Esq.
Riordan & McKinzie
300 South Grand, 29th Floor
Los Angeles, California 90071
(213) 629-4824
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
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 1,000,000 shares $37.125 $37,125,000 $10,320.75
==================================================================================================
</TABLE>
(1) 20 million shares of Common Stock were previously registered pursuant
to Registration Statement No. 333-47461. 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
November 16, 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 Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act") and 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:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1997;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998; its Current
Reports on Form 8-K dated January 23, 1998, February 5, 1998, April 17,
1998, June 16, 1998, July 16, 1998, July 24, 1998, August 21, 1998,
September 30, 1998, October 29, 1998 and November 17, 1998; and its
Notice of Annual Meeting of Stockholders and Proxy Statement, dated
March 30, 1998;
(c) The description of the Company's Common Stock contained in the
Company's Current Report on Form 8-K filed with the Commission on
November 17, 1998;
(d) The contents of the Registration Statement of the Company on Form S-8
dated March 6, 1998, Registration No. 333-47461; and
(e) All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock registered
hereby (the "Shares") has been passed upon for the Company by Lee B. Essner,
Esq., Assistant General Counsel of the Company.
ITEM 8. EXHIBITS.
+ 5.1 Opinion of Lee B. Essner, Esq.
+ 23.1 Consent of PricewaterhouseCoopers LLP.
+ 23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Lee B. Essner, Esq. (included in Exhibit 5.1).
24.1 Power of Attorney with respect to the Company (see page II-2).
_____________
+ Filed herewith.
II-1
<PAGE>
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-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 November 18, 1998.
MATTEL, INC.
By: /s/ Harry J. Pearce
---------------------
Harry J. 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, Lee B. Essner 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 E. Barad Chairman of the Board, President and November 18, 1998
- ------------------------------ Chief Executive Officer
Jill E. Barad
/s/ Harry J. Pearce Chief Financial Officer (Principal November 18, 1998
- ----------------------------- Financial Officer)
Harry J. Pearce
/s/ Kevin M. Farr Senior Vice President and Controller November 18, 1998
- ----------------------------- (Chief Accounting Officer)
Kevin M. Farr
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Dr. Harold Brown Director November 18, 1998
- -----------------------------
Dr. Harold Brown
/s/ Tully M. Friedman Director November 18, 1998
- -----------------------------
Tully M. Friedman
/s/ Joseph C. Gandolfo Director and President, Worldwide November 18, 1998
- ----------------------------- Manufacturing Operations
Joseph C. Gandolfo
/s/ Ronald M. Loeb Director November 18, 1998
- -----------------------------
Ronald M. Loeb
/s/ Ned Mansour Director and President, Corporate November 18, 1998
- ---------------------------- Operations
Ned Mansour
/s/ Dr. Andrea L. Rich Director November 18, 1998
- -----------------------------
Dr. Andrea L. Rich
/s/ William D. Rollnick Director November 18, 1998
- -----------------------------
William D. Rollnick
/s/ Pleasant T. Rowland Vice-Chairman of the Board and November 18, 1998
- ----------------------------- President, The Pleasant Company
Pleasant T. Rowland
/s/ Christopher A. Sinclair Director November 18, 1998
- -----------------------------
Christopher A. Sinclair
/s/ Bruce L. Stein Director, President, Mattel Worldwide November 18, 1998
- ----------------------------- and Chief Operating Officer
Bruce L. Stein
/s/ John L. Vogelstein Director November 18, 1998
- -----------------------------
John L. Vogelstein
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY DESCRIPTION SEQUENTIALLY
NUMBERED ------------ NUMBERED
EXHIBIT PAGE
- ------------ ------------
<C> <S> <C>
+ 5.1 Opinion of Lee B. Essner, Esq. ..................................
+ 23.1 Consent of PricewaterhouseCoopers LLP ...........................
+ 23.2 Consent of Deloitte and Touche LLP ..............................
23.3 Consent of Lee B. Essner, Esq. (included in Exhibit 5.1) ........
24.1 Power of Attorney with respect to the Company (see page II-2) ...
</TABLE>
- -------------------
+ Filed herewith.
II-4
<PAGE>
MATTEL, INC.
333 CONTINENTAL BOULEVARD
EL SEGUNDO, CALIFORNIA 90245-5012
November 18, 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 1,000,000 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/ Lee B. Essner
Lee B. Essner
<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 2, 1998, which appears on
page 55 of the 1997 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, 1997. We also consent to the incorporation by reference
of our report on the Financial Statement Schedule, which appears on page 30 of
such Annual Report on Form 10-K.
/s/ PRICEWATERHOUSECOOPERS LLP
- ------------------------------
PRICEWATERHOUSECOOPERS LLP
Los Angeles, California
November 17, 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
November 17, 1998
