-----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, HGwe6L76iLVvbe3pPVdXtxm9ovLdfG3zyFT9S53sbmQoYeBRHmgSp7aLngHjRxJ9 6Zbf7F6W6iaXkbHtzhsUZw== 0000898430-99-002974.txt : 19990728 0000898430-99-002974.hdr.sgml : 19990728 ACCESSION NUMBER: 0000898430-99-002974 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990727 EFFECTIVENESS DATE: 19990727 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 POS SEC ACT: SEC FILE NUMBER: 333-40539-99 FILM NUMBER: 99670520 BUSINESS ADDRESS: STREET 1: 333 CONTINENTAL BLVD CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3102522000 S-8 POS 1 POST-EFFECTIVE AMENDMENT #1 TO FORM S-8 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) 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. 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.
Signature Title Date --------- ----- ---- /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
/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
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