-----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, BmNNavo+VRwgZZRjrDm4vR5Eo04nuO5n+fS5vnnCBTLzsKIzI584hLnGO8cLBeVP va9hJAlVEFn7vXAbxCcxTA== 0000898430-98-004136.txt : 19981119 0000898430-98-004136.hdr.sgml : 19981119 ACCESSION NUMBER: 0000898430-98-004136 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981118 EFFECTIVENESS DATE: 19981118 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-8 SEC ACT: SEC FILE NUMBER: 333-67493 FILM NUMBER: 98754789 BUSINESS ADDRESS: STREET 1: 333 CONTINENTAL BLVD CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3102522000 S-8 1 FORM S-8 1997 PREMIUM PRICE STOCK OPTION PLAN 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
================================================================================================= 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 - ------------------------------------------------------------------------------------------------- Common Stock 1,000,000 shares $37.125 $37,125,000 $10,320.75 ==================================================================================================
(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. 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 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.
Signature Title Date - --------------------------------------------------------------------------------------------------- /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
II-2
/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
II-3 INDEX TO EXHIBITS
SEQUENTIALLY DESCRIPTION SEQUENTIALLY NUMBERED ------------ NUMBERED EXHIBIT PAGE - ------------ ------------ + 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) ...
- ------------------- + Filed herewith. II-4 EX-5 2 OPINION OF LEE B. ESSNER, ESQ. 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 EX-23.1 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP 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 EX-23.2 4 CONSENT OF DELOITTE AND TOUCHE LLP 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 -----END PRIVACY-ENHANCED MESSAGE-----