-----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, Jskhqw3H+XkOWjJiDlDQgq5taLiXyewY0B6LYNtij97UjCwafEWvrGEVuISzA8T8 DAO0zEMQGvu60t9E/BRBlw== 0000898430-99-002985.txt : 19990728 0000898430-99-002985.hdr.sgml : 19990728 ACCESSION NUMBER: 0000898430-99-002985 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF 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: POS AM SEC ACT: SEC FILE NUMBER: 333-40549-99 FILM NUMBER: 99670534 BUSINESS ADDRESS: STREET 1: 333 CONTINENTAL BLVD CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3102522000 POS AM 1 POST-EFFECTIVE AMENDMENT #2 TO FORM S-3 As filed with the Securities and Exchange Commission on July 27, 1999 Registration No. 333-40549-99 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 -------------------------------- 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. [ ] 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. 333-40549 (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. 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.
Signature Title Date --------- ----- ---- /s/ Jill E. Barad - --------------------------------- Chairman of the Board, July 21, 1999 Jill E. Barad President and Chief Executive Officer /s/ Harry J. Pearce - --------------------------------- Chief Financial Officer July 21, 1999 Harry J. Pearce (Principal Financial Officer) /s/ Kevin M. Farr - --------------------------------- Senior Vice President and July 21, 1999 Kevin M. Farr Corporate Controller (Principal Accounting Officer) - --------------------------------- Director July __, 1999 Dr. Harold Brown /s/ Tully M. Friedman - --------------------------------- Director Juy 21_, 1999 Tully M. Friedman /s/ Joseph C. Gandolfo - --------------------------------- Director and President, July 21, 1999 Joseph C. Gandolfo Worldwide Manufacturing Operations /s/ Ronald M. Loeb - --------------------------------- Director July 21, 1999 Ronald M. Loeb
/s/ Ned Mansour - --------------------------------- Director and President, July 21, 1999 Ned Mansour Corporate Operations - --------------------------------- Director July __, 1999 Dr. Andrea L. Rich /s/ William D. Rollnick - --------------------------------- Director July 21, 1999 William D. Rollnick - --------------------------------- Vice-Chairman of the Board and Pleasant T. Rowland President, Pleasant Company July __, 1999 - --------------------------------- Director July __, 1999 Christopher A. Sinclair - --------------------------------- Director July __, 1999 John L. Vogelstein
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