<PAGE>
As filed with the Securities and Exchange Commission on March 26, 1999
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)
<TABLE>
<S> <C>
Delaware 95-1567322
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
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)
____________________
Amended and Restated Mattel 1996 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:
James P. Beaubien
Latham & Watkins
633 West 5th Street, Suite 4000
Los Angeles, California 90071
(213) 485-1234
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Title of each class Proposed maximum Proposed maximum
of securities to be Amount to be offering price aggregate offering
registered registered(1) per share(2) price(3) Amount of registration fee
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$1.00 per share (including
the Preference Share
Purchase Rights attached
thereto)(4)................... 3,463,175 shares $41.64 $144,206,607 $40,089
1,997,888 shares $25.80 51,545,510 14,330
6,038,937 shares $24.28 146,625,390 40,762
================= ============ =======
Total 11,500,000 shares $342,377,507 $95,181
===================================================================================================================================
</TABLE>
(1) 5 million shares of common stock issuable pursuant to the Mattel 1996 Stock
Option Plan were previously registered pursuant to Registration Statement
No. 333-03385. An additional 11,500,000 shares of common stock issuable
pursuant to such plan, as amended, are being newly registered hereunder. The
newly registered shares are comprised of: (A) 3,463,175 shares issuable at
an exercise price of $41.64 pursuant to options outstanding under the plan;
(B) 1,997,888 shares issuable at an exercise price of $25.80 pursuant to
options outstanding under the plan; and (C) 6,038,937 shares that are not
yet subject to outstanding options under the plan. Pursuant to Rule 416
under the Securities Act of 1933, as amended, the amount registered
hereunder includes an indeterminate number of shares of our common stock
that may be issued in accordance with the provisions of the Amended and
Restated Matel 1996 Stock Option Plan, as amended, in the event of any
change in the outstanding shares of our common stock, including a stock
dividend or stock split.
(2) The Proposed Maximum Offering Price Per Share is based upon: (A) the
excercise price per share ($41.64) of outstanding options for 3,463,175
shares; (B) the excercise price per share ($25.80) of outstanding options
for 1,997,888 shares; and (C) for the remaining 6,038,937 shares, the
average of the high and low sales price ($24.28) on March 23, 1999 for our
common stock as reported on the New York Stock Exchange, pursuant to rule
457(h) of the Securities Act.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act.
(4) Shares of our common stock being registered hereby are accompanied by
preference share purchase rights. Until the occurrence of specific
prescribed events, such rights are not exercisable, are evidenced by the
certificates for our common stock and will be transferred along with and
only with our 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.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement covers additional securities registered for
issuance under the Amended and Restated Mattel 1996 Stock Option Plan, as
amended. The contents of the prior Registration Statement on Form S-8 of
Mattel, Inc. relating to such plan, No. 333-03385, is incorporated herein by
reference.
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Securities and
Exchange Commission pursuant to Securities Exchange Act of 1934, as amended, are
hereby incorporated by reference in, and shall be deemed to be a part of, this
Registration Statement:
(a) Our Annual Report on Form 10-K for the year ended December 31, 1997;
(b) Our Quarterly Reports on Form 10-Q and Form 10-Q/A for the quarters
ended March 31, 1998, June 30, 1998 and September 30, 1998;
(c) Our Current Reports on Form 8-K dated January 23, 1998, February 5,
1998, April 17, 1998, June 16, 1998, July 16, 1998, July 21, 1998,
August 21, 1998, September 30, 1998, October 29, 1998, November 16,
1998, December 15, 1998, February 2, 1999 and March 5, 1999;
(d) The description of our common stock contained in our Current Report on
Form 8-K dated November 16, 1998; and
(e) The description of our preference share purchase rights contained in
our Registration Statements on Form 8-A and Form 8-A/A, dated February
12, 1992 and March 9, 1992 respectively.
All documents filed by Mattel 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 are incorporated by reference in this
Registration Statement. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Registration
Statement.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the shares of common stock registered
hereby has been passed upon for Mattel by Lee B. Essner, Esq., Assistant General
Counsel and Assistant Secretary of Mattel.
II-1
<PAGE>
Item 8. Exhibits.
4.1 Amended and Restated Mattel 1996 Stock Option Plan (incorporated by
reference to Exhibit 10.2 to Mattel's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1996).
+ 4.2 Amendment to Amended and Restated Mattel 1996 Stock Option Plan.
+ 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 Mattel (see page S-1).
- ------------------------
+ Filed herewith.
II-2
<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 March 26, 1999.
MATTEL, INC.
By: /s/ Harry J. Pearce
-------------------
Name: Harry J. Pearce
Title: 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
of 1933, as amended, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange 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 March 26, 1999
- ------------------------------ Chief Executive Officer
Jill E. Barad
/s/ Harry J. Pearce Chief Financial Officer (Principal March 26, 1999
- ------------------------------ Financial Officer)
Harry J. Pearce
</TABLE>
S-1
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Kevin M. Farr Senior Vice President and Corporate March 26, 1999
- ------------------------------ Controller (Principal Accounting
Kevin M. Farr Officer)
/s/ Dr. Harold Brown Director March 26, 1999
- ------------------------------
Dr. Harold Brown
/s/ Tully M. Friedman Director March 26, 1999
- ------------------------------
Tully M. Friedman
/s/ Joseph C. Gandolfo Director and President, Worldwide March 26, 1999
- ------------------------------ Manufacturing Operations
Joseph C. Gandolfo
/s/ Ronald M. Loeb Director March 26, 1999
- ------------------------------
Ronald M. Loeb
/s/ Ned Mansour Director, President, Corporate March 26, 1999
- ------------------------------ Operations and General Counsel
Ned Mansour
/s/ Dr. Andrea L. Rich Director March 26, 1999
- ------------------------------
Dr. Andrea L. Rich
/s/ William D. Rollnick Director March 26, 1999
- ------------------------------
William D. Rollnick
/s/ Pleasant T. Rowland Vice-Chairman of the Board and March 26, 1999
- ------------------------------ President, Pleasant Company
Pleasant T. Rowland
/s/ Christopher A. Sinclair Director March 26, 1999
- ------------------------------
Christopher A. Sinclair
Director
- ------------------------------
Bruce L. Stein
/s/ John L. Vogelstein Director March 26, 1999
- ------------------------------
John L. Vogelstein
</TABLE>
S-2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY NUMBERED
EXHIBIT DESCRIPTION
- --------------------------- --------------------------------------------------------------------------------
<C> <S>
4.1 Amended and Restated Mattel 1996 Stock Option Plan (incorporated by reference to
Exhibit 10.2 to Mattel's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996).
+ 4.2 Amendment to Amended and Restated Mattel 1996 Stock Option Plan.
+ 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 Mattel (see page S-1).
- ---------------------------
+ Filed herewith.
</TABLE>
<PAGE>
EXHIBIT 4.2
AMENDMENT TO
AMENDED AND RESTATED MATTEL 1996 STOCK OPTION PLAN
The Amended and Restated Mattel 1996 Stock Option Plan (the "Plan") is
amended as follows, effective as of February 4, 1999.
Section 5(a) of the Plan is hereby amended to read as follows:
5. NUMBER OF SHARES.
(a) The maximum number of shares of Common Stock for which Grants may
be awarded under the Plan in a calendar year during any part of which the Plan
is effective shall be one and a half percent (1.5%) of the total outstanding
shares of the capital stock of the Company as of the first day of that calendar
year. In addition, the number of shares available for Grants under the Plan
shall be increased effective as of February 4, 1999 by six million (6,000,000)
shares (such additional shares being the "Additional Shares"); provided,
however, that such Additional Shares may be granted only to new employees who
become employees of the Company in connection with the Company's acquisition of
another company or trade or business which employs or employed such employees
(such employees being, "New Employees"). Any unused portion of the percentage
limit for any calendar year or the Additional Shares for New Employees shall be
carried forward and be made available for Grants in succeeding calendar years;
provided, however, that in no event shall any Grants covering Additional Shares
be awarded to any persons other than New Employees. Notwithstanding the
foregoing, in no event shall more than fifty million (50,000,000) shares of
Common Stock be cumulatively available for Grants under the Plan. The maximum
number of shares that may be issued to a single Participant in a single calendar
year is one million (1,000,000).
IN WITNESS WHEREOF, the Company has caused this Amendment to the Plan
to be executed this 4th day of February, 1999, effective as of February 4, 1999.
MATTEL, INC.
a Delaware Corporation
By: /s/ Alan Kaye
----------------
Name: ALAN KAYE
Title: Senior Vice President, Human Resources
<PAGE>
EXHIBIT 5.1
MATTEL, INC.
333 CONTINENTAL BOULEVARD
EL SEGUNDO, CALIFORNIA 90245-5012
March 26, 1999
Ladies and Gentlemen:
I am the Assistant General Counsel and Assistant Secretary 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 (i) 11,500,000 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 Amended and Restated Mattel 1996 Stock Option Plan,
as amended (the "Plan") and (ii) the preference share purchase rights of the
Company issuable together with the Shares (the "Rights"). 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
that relates to the proposed issuance and sale of the Shares pursuant to the
Plan (the "Registration Statement"). Such Registration Statement is being 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 on and subject to the foregoing and subject further to the
assumptions set forth below, I am of the opinion that, (i) 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 and
(ii) when the Rights issuable together with the Shares to be issued pursuant to
the Plan have been issued in accordance with the Rights Agreement dated February
7, 1992 between the Company and The First National Bank of Boston, as Rights
Agent (the "Rights Agreement"), such Rights will be validly issued and will be
binding obligations of the Company entitled to the benefits of the Rights
Agreement.
I express no opinion other than on the laws of the State of California
and the General Corporation Law of the State of Delaware.
<PAGE>
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
Assistant General Counsel
and Assistant Secretary
<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 Mattel, Inc. of our report dated February
2, 1998, which appears on page 55 of the 1997 Annual Report to Shareholders,
which is incorporated by reference in its 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 in such Annual
Report on Form 10-K.
/s/ PriceWaterhouseCoopers LLP
- ------------------------------
PRICEWATERHOUSECOOPERS LLP
Los Angeles, California
March 24, 1999
<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 24, 1999
