<PAGE>
As filed with the Securities and Exchange Commission on July 27, 1999
Registration No. 333-40539-99
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 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)
------------------------------
MICROSYSTEMS SOFTWARE, INC. 1994 INCENTIVE STOCK OPTION PLAN,
SKILLS BANK CORPORATION INCENTIVE STOCK OPTION PLAN
and
STOCK OPTION AGREEMENT DATED APRIL 18, 1994 BETWEEN SKILLS BANK CORPORATION AND
DR. THOMAS SAMPH
(Full Title of the Plan)
------------------------------
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)
<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"), and each option to purchase Learning Company Common Stock under the
Microsystems Software, Inc. 1994 Incentive Stock Option Plan, Skills Bank
Corporation Incentive Stock Option Plan and Stock Option Agreement Dated April
18, 1994 between Skills Bank Corporation and Dr. Thomas Samph (the "Plans"), was
similarly converted into an option to purchase 1.2 shares of Mattel Common
Stock.
Because all of the stock options which were granted under the Plans,
and for which the related shares of Learning Company Common Stock were
registered on the registration statement on Form S-8, No. 333-40539 (the
"Registration Statement"), have been exercised in full or have been converted
into options to purchase Mattel Common Stock in connection with the Merger, no
additional shares of Learning Company Common Stock registered on the
Registration Statement can be purchased or otherwise issued under the Plans. As
a result, Mattel, as the successor to Learning Company by merger, hereby removes
from registration any and all unissued shares of the Learning Company Common
Stock that were previously registered under the Registration Statement, and
hereby files this Post-Effective Amendment No. 1 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-8 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 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. 1 to the Registration Statement on Form S-8 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 M. Farr Senior Vice President and July 21, 1999
- ------------------------------------ Corporate Controller (Principal
Kevin M. Farr Accounting Officer)
- ------------------------------------ Director July __, 1999
Dr. Harold Brown
/s/ Tully M. 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 M. 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
Pleasant T. Rowland President, Pleasant Company
- ------------------------------------- Director July __, 1999
Christopher A. Sinclair
- ------------------------------------- Director July __, 1999
John L. Vogelstein
</TABLE>
