-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NfBdkg3UkNNYmLrG1JRrfAXxRJKP+lyWgSY3Lt+pKKEUD4dYx3fQ1dIifJWVhBYM sXSJqz34hhSVwAG9GyDfwA== 0000898430-97-001811.txt : 19970502 0000898430-97-001811.hdr.sgml : 19970502 ACCESSION NUMBER: 0000898430-97-001811 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-01307 FILED AS OF DATE: 19970501 EFFECTIVENESS DATE: 19970501 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATTEL INC /DE/ CENTRAL INDEX KEY: 0000063276 STANDARD INDUSTRIAL CLASSIFICATION: DOLLS & STUFFED TOYS [3942] IRS NUMBER: 951567322 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-26283 FILM NUMBER: 97592954 BUSINESS ADDRESS: STREET 1: 333 CONTINENTAL BLVD CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3102522000 S-3MEF 1 FORM S-3 PURSUANT TO RULE 462(B) AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1997 REGISTRATION NO. 333- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM S-3 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 IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 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) -------------- LELAND P. SMITH, ESQ. ASSISTANT GENERAL COUNSEL AND ASSISTANT SECRETARY MATTEL, INC. 333 CONTINENTAL BOULEVARD, EL SEGUNDO, CALIFORNIA 90245-5012 (310) 252-4821 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: RONALD M. LOEB, ESQ. BRIAN G. CARTWRIGHT, ESQ. IRELL & MANELLA LLP LATHAM & WATKINS 333 SO. HOPE STREET, SUITE 3300 633 W. FIFTH STREET LOS ANGELES, CA 90071 LOS ANGELES, CA 90071 -------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this Registration Statement becomes effective. 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, as amended (the "Securities Act") other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. [X] 333-1307 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, check the following box. [_] CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------- TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF REGISTERED(1) REGISTERED(1) UNIT(2) PRICE(2)(3)(4) REGISTRATION FEE(5) - -------------------------------------------------------------------------------------------------------- Common Stock ($1 par value)(6)(7).......... -- (10) -- -- - -------------------------------------------------------------------------------------------------------- Preference Share Pur- chase Rights(7)........ -- (10) -- -- - -------------------------------------------------------------------------------------------------------- Preferred Stock ($1 par value)(8)............. -- (10) -- -- - -------------------------------------------------------------------------------------------------------- Debt Securities(9)..... -- (10) -- -- - -------------------------------------------------------------------------------------------------------- Warrants............... -- (10) -- -- - -------------------------------------------------------------------------------------------------------- Units.................. -- (10) -- -- - -------------------------------------------------------------------------------------------------------- Total.................. $39,450,000 (10) $39,450,000 $11,955 - -------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------
(1) Subject to Footnote (3), there are being registered hereunder (i) an indeterminate amount of Common Stock, Preferred Stock, Debt Securities, Warrants and Units issuable in primary offerings, (ii) an indeterminate amount of Common Stock and Preferred Stock issuable upon conversion of Debt Securities and Preferred Stock registered hereunder, (iii) an indeterminate amount of Common Stock, Preferred Stock and Debt Securities issuable upon exercise of Warrants registered hereunder, and (iv) an indeterminate amount of Preference Share Purchase Rights, which are evidenced by certificates for, and are transferred along with and only with, the Company's Common Stock until the occurrence of certain prescribed events (see Footnote (7) below). (2) In U.S. dollars or the equivalent thereof in one or more foreign currencies or composite currencies. The proposed maximum offering price per unit will be determined from time to time by the Registrant in connection with the issuance of the securities registered hereunder. (3) Estimated solely for the purpose of calculating the registration fee. In no event will the aggregate maximum offering price of all securities issued under this Registration Statement exceed $39,450,000 or the equivalent thereof in one or more foreign currencies or composite currencies or, if any Debt Securities are issued with original issue discount, such greater amount as shall result in proceeds of $39,450,000 to the Registrant. (4) With respect to Debt Securities, excluding accrued interest and accrued amortization of discount, if any, to the date of delivery. (5) The registration fee has been calculated in accordance with Rule 457(o) of the Securities Act. (6) Shares of Common Stock may be issued in primary offerings, upon conversion of Debt Securities and/or Preferred Stock registered hereby, and/or upon exercise of Warrants registered hereby. The aggregate amount of Common Stock registered hereby is limited to that which is permissible under Rule 415(a)(4) under the Securities Act. (7) The Company's Preference Share Purchase Rights accompany shares of the Company's Common Stock and, until the occurrence of any of certain prescribed events, are not exercisable, are evidenced by the certificates for the Common Stock and are transferred along with and only with the Company's Common Stock. (8) Shares of Preferred Stock may be issued in primary offerings, upon conversion of Debt Securities registered hereby, and/or upon exercise of Warrants registered hereby. (9) Debt Securities may be issued in primary offerings and/or upon exercise of Warrants registered hereby. (10) Omitted pursuant to General Instruction II(D) of Form S-3 under the Securities Act. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- EXPLANATORY STATEMENT This Registration Statement is being filed by Mattel, Inc. (the "Company") pursuant to Rule 462(b) and General Instruction IV of Form S-3, both promulgated under the Securities Act of 1933, as amended. The contents of the Company's Registration Statement on Form S-3, No. 333-1307, are hereby incorporated herein by reference. 2 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-3 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 May 1, 1997. MATTEL, INC. By: /s/ Ned Mansour ___________________________________ Name:Ned Mansour Title:President, Corporate Operations Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- John W. Amerman* Chairman of the Board May 1, 1997 ____________________________________ John W. Amerman Jill E. Barad* Director and May 1, 1997 ____________________________________ Chief Executive Officer Jill E. Barad /s/ Harry Pearce Chief Financial Officer May 1, 1997 ____________________________________ Harry Pearce /s/ Kevin Farr Senior Vice President and May 1, 1997 ____________________________________ Controller (Chief Accounting Kevin Farr Officer) Harold Brown* Director May 1, 1997 ____________________________________ Harold Brown James A. Eskridge* Director May 1, 1997 ____________________________________ James A. Eskridge Ronald M. Loeb* Director May 1, 1997 ____________________________________ Ronald M. Loeb Edward H. Malone* Director May 1, 1997 ____________________________________ Edward H. Malone
II-1
SIGNATURE TITLE DATE --------- ----- ---- Edward N. Ney* Director May 1, 1997 ____________________________________ Edward N. Ney William D. Rollnick* Director May 1, 1997 ____________________________________ William D. Rollnick Christopher A. Sinclair* Director May 1, 1997 ____________________________________ Christopher A. Sinclair John L. Vogelstein* Director May 1, 1997 ____________________________________ John L. Vogelstein *By: /s/ Leland P. Smith __________________________ Leland P. Smith Attorney-in-Fact
II-2 INDEX TO EXHIBITS
EXHIBIT NO. ------- 5 Opinion of Irell & Manella LLP 23.1 Consent of Price Waterhouse LLP 23.2 Consent of Irell & Manella LLP (included in Exhibit 5)
EX-5 2 OPINION OF IRELL & MANELLA LLP EXHIBIT 5 [LETTERHEAD OF IRELL & MANELLA LLP] May 1, 1997 Mattel, Inc. 333 Continental Boulevard El Segundo, California 90245-5012 Ladies and Gentlemen: We have acted as counsel to Mattel, Inc., a Delaware corporation (the "Company"), in connection with the Company's Registration Statement on Form S-3 (the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the "Act"), with respect to the registration of up to $39,450,000 aggregate initial offering price of an indeterminate amount of the following: (i) shares of the Company's common stock, $1.00 par value per share ("Common Stock"), (ii) shares of the Company's preferred stock, $1.00 par value per share ("Preferred Stock"), which may be convertible into shares of Common Stock, (iii) the Company's debt securities (the "Debt Securities"), which may be convertible into shares of Common Stock and/or Preferred Stock and which are to be issued pursuant to an Indenture (the "Indenture") between the Company and Chemical Trust Company of California, as trustee ("the "Trustee"), (iv) warrants or rights ("Warrants") to acquire Common Stock, Preferred Stock and/or Debt Securities, and (v) units ("Units") consisting of two or more of the foregoing securities. The Debt Securities, Common Stock, Preferred Stock, Warrants and Units (collectively, the "Securities") may be issued from time to time pursuant to Rule 415 under the Act and will be subject to specific terms pertaining to each respective series of Securities as determined at the time of sale and as set forth in one or more supplements to the Prospectus constituting part of the Registration Statement. The Registration Statement referred to above relates to the Company's Registration Statement on Form S-3 (File No. 333- 1307) that was declared effective by the Commission on April 3, 1996. As such counsel, we have examined the Registration Statement, a form of the Indenture and such records of the Company's corporate proceedings and such other documents and Mattel, Inc. May 1, 1997 Page 2 have made such other factual and legal investigations as we deemed necessary or appropriate in order to render this opinion. Further, we are familiar with additional corporate procedures that the Company contemplates taking prior to the issuance of any Securities. Based upon such examinations and investigations and subject to (i) the occurrence of such additional corporate procedures as are now contemplated prior to the issuance of any Securities, (ii) the effectiveness of the Registration Statement under the Act, (iii) the establishment of the terms of each series of Securities in accordance with the terms of (a) the Company's Restated Certificate of Incorporation and Bylaws, (b) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company, (c) any agreement, indenture, mortgage, deed of trust, undertaking or other instrument that is binding upon the Company, and (d) applicable law, and (iv) the execution, delivery and, as applicable, authentication of and payment for the Securities, it is our opinion that: 1. The Common Stock (including any Common Stock that may be issuable pursuant to the conversion of any Preferred Stock or Debt Securities or the exercise of any Warrants or as part of any Units) will, upon the issuance and sale thereof in the manner contemplated by the Registration Statement, be validly issued, fully paid and nonassessable. 2. The Preferred Stock (including any Preferred Stock that may be issuable pursuant to the conversion of any Debt Securities or the exercise of any Warrants or as part of any Units) will, upon the issuance and sale thereof in the manner contemplated by the Registration Statement, be validly issued, fully paid and nonassessable. 3. The Debt Securities (including any Debt Securities that may be issuable pursuant to the exercise of any Warrants or as part of any Units) will, upon the issuance and sale thereof in the manner contemplated by the Registration Statement, constitute legally valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to the binding and enforceable nature of such obligations, to general principles of equity, including Mattel, Inc. May 1, 1997 Page 3 principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). 4. The Warrants (including any Warrants that may be issuable as part of any Units) will, upon the issuance and sale thereof in the manner contemplated by the Registration Statement, constitute legally valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to the binding and enforceable nature of such obligations, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). This opinion is rendered solely for your benefit in connection with the transactions described above. This opinion may not be used or relied upon by any other person and may not be disclosed, quoted, filed with a governmental agency or otherwise referred to without our prior written consent. However, we hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading "Legal Matters" in the Prospectus constituting part of the Registration Statement. Sincerely, /s/ Irell & Manella LLP Irell & Manella LLP JJC/pmj EX-23.1 3 CONSENT OF PRICE WATERHOUSE LLP Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 to be filed in connection with the currently effective Registration Statement on Form S-3 (No. 333-01307) of our report dated February 5, 1997, which appears on page 61 of the 1996 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, 1996. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page 32 of such Annual Report on Form 10-K. PRICE WATERHOUSE LLP Los Angeles, California April 30, 1997 -----END PRIVACY-ENHANCED MESSAGE-----