<PAGE>
As filed with the Securities and Exchange Commission on July 27, 1999
Registration No. 33-63073-99
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
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 of Incorporation) (I.R.S. Employer Identification No.)
--------------------
333 Continental Boulevard
El Segundo, California 90245
(310) 252-2000
(Address, Including Zip Code and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
--------------------
Robert Normile, Esq.
Senior Vice President, General Counsel and Secretary
Mattel, Inc.
333 Continental Boulevard
El Segundo, California 90245
(310) 252-2000
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
---------------------
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement.
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, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement of the same offering. [ ]
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, please check the following box. [ ]
<PAGE>
THE LEARNING COMPANY, INC.
Termination of Registration Statement and
Deregistration of Securities
On May 13, 1999, pursuant to that certain Agreement and Plan of
Merger, dated as of December 13, 1998, between Mattel, Inc., a Delaware
corporation ("Mattel") and The Learning Company, Inc., a Delaware corporation
("Learning Company"), Learning Company merged with and into Mattel (the
"Merger"), with Mattel continuing as the surviving corporation. In connection
with the Merger, stockholders of Learning Company were granted the right to
receive 1.2 shares of common stock of Mattel, par value $1.00 per share ("Mattel
Common Stock"), in exchange for each issued and outstanding share of common
stock of Learning Company, par value $0.01 per share ("Learning Company Common
Stock").
Because all of the shares of Learning Company Common Stock which were
registered on the registration statement on Form S-3, No. 33-63073 (the
"Registration Statement"), have been sold prior to the Merger or have been
converted into shares of Mattel Common Stock in connection with the Merger, no
additional shares of Learning Company Common Stock registered on the
Registration Statement can be sold or otherwise issued under the Registration
Statement. As a result, Mattel, as the successor to Learning Company by merger,
hereby removes from registration any and all unsold shares of the Learning
Company Common Stock that were previously registered under the Registration
Statement, and hereby files this Post-Effective Amendment No. 2 to the
Registration Statement to effect such removal and to terminate the Registration
Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Mattel, Inc. (as the successor to The Learning Company, Inc. by merger)
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 Post-Effective
Amendment No. 2 to the Registration Statement on Form S-3 of Learning Company,
Inc. to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of El Segundo, State of California, on this 21st day of July, 1999.
MATTEL, INC.
By: /s/ Robert Normile
---------------------------------------
Name: Robert Normile
Title: Senior Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 of The
Learning Company, Inc. 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, July 21, 1999
- ------------------------------------- President and Chief Executive
Jill E. Barad Officer
/s/ Harry J. Pearce Chief Financial Officer July 21, 1999
- ------------------------------------- (Principal Financial Officer)
Harry J. Pearce
/s/ Kevin H. Farr Senior Vice President and July 21, 1999
- ------------------------------------- Corporate Controller (Principal
Kevin M. Farr Accounting Officer)
Director July __, 1999
- -------------------------------------
Dr. Harold Brown
/s/ Tully H. Friedman Director July 21, 1999
- -------------------------------------
Tully M. Friedman
/s/ Joseph C. Gandolfo Director and President, July 21, 1999
- ------------------------------------- Worldwide Manufacturing
Joseph C. Gandolfo Operations
/s/ Ronald H. Loeb Director July 21, 1999
- -------------------------------------
Ronald M. Loeb
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Ned Mansour Director and President, July 21, 1999
- ------------------------------------- Corporate Operations
Ned Mansour
Director July __, 1999
- -------------------------------------
Dr. Andrea L. Rich
/s/ William D. Rollnick Director July 21, 1999
- -------------------------------------
William D. Rollnick
Vice-Chairman of the Board and July __, 1999
- ------------------------------------- President, Pleasant Company
Pleasant T. Rowland
Director July __, 1999
- -------------------------------------
Christopher A. Sinclair
Director July __, 1999
- -------------------------------------
John L. Vogelstein
</TABLE>
