8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

September 29, 2006

MATTEL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-05647	95-1567322
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

333 Continental Boulevard, El Segundo, California	90245-5012
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (310) 252-2000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

On September 29, 2006, Mattel, Inc. (the “Company”) issued a press release announcing that the shareholders of Radica Games Limited had approved the proposed acquisition by a wholly-owned subsidiary of the Company, at a special shareholders meeting held on the same date. The press release is attached as Exhibit 99.1 hereto.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Exhibit Description
99.1	Press release dated September 29, 2006.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MATTEL, INC. Registrant
By:	/s/ Robert Normile
	Robert Normile
	Senior Vice President, General Counsel and Secretary

Dated: September 29, 2006

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Press release dated September 29, 2006.

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EX-99.1

Exhibit 99.1

  For Immediate Release Contacts: News Media Lisa Marie Bongiovanni, Mattel 310-252-3524   Patrick S. Feely Chief Executive Officer, Radica 626-744-1150 Securities Analysts Mike Salop, Mattel 310-252-2703   David C.W. Howell Chief Financial Officer, Radica (Hong Kong) 852-2688-4201

Radica Shareholders Approve Acquisition by Mattel

EL SEGUNDO, Calif., September 29, 2006 — Mattel, Inc. (NYSE:MAT) and Radica Games Limited (NASDAQ:RADA) today announce that Radica’s shareholders have approved the amalgamation between Radica and a subsidiary of Mattel.

Approximately 99% of the votes cast at today’s special general meeting of Radica shareholders approved the amalgamation. The affirmative vote of the holders of three-fourths of the Radica common stock voting at the special general meeting was necessary to approve the amalgamation. Today’s approval of the amalgamation by Radica’s shareholders satisfies one of the remaining conditions to the closing of the amalgamation. Mattel announced on August 31, 2006 that, with respect to Mattel’s proposed acquisition of Radica, the Federal Trade Commission granted early termination of the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and that the German Federal Cartel Office terminated the waiting period pursuant to the German Act Against Restraints of Competition. The closing of the transaction is subject to additional customary closing conditions, but Mattel and Radica anticipate closing the transaction on October 3, 2006. Upon the closing of the transaction, each outstanding share of Radica’s common stock will be converted into the right to receive $11.55 in cash. The proposed acquisition was first announced on July 26, 2006, and is described in more detail in the proxy statement furnished by Radica to the Securities and Exchange Commission on Form 6-K on August 24, 2006.

About Radica

Radica is a Bermuda company headquartered in Hong Kong. Radica had revenues in 2005 of approximately $163 million and maintains a Dallas-based design and marketing office, as well as a state-of-the-art manufacturing facility in China. Radica markets its products through subsidiaries in the United States, the United Kingdom, Canada and Hong Kong. Radica employs over 6,000 people worldwide in its group of companies. Internationally Radica sells products in approximately 30 countries.

About Mattel

Mattel, Inc., (NYSE: MAT, www.mattel.com) is the worldwide leader in the design, manufacture and marketing of toys and family products, including Barbie^®, the most popular fashion doll ever introduced. The Mattel family is comprised of such best-selling brands as Hot Wheels^®, Matchbox^®, American Girl^® and Tyco^® R/C, as well as Fisher-Price^® brands (www.fisher-price.com), including Little People^®, Rescue Heroes^®, Power Wheels^® and a wide array of entertainment-inspired toy lines. With worldwide headquarters in El Segundo, Calif., Mattel employs more than 25,000 people in 42 countries and sells products in more than 150 nations throughout the world. Mattel’s vision is to be the world’s premier toy brands — today and tomorrow.

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Note: Forward-looking statements with respect to the completion of the transaction and the financial condition, results of operations and business of the companies are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in such statements. These include, without limitation: uncertainty as to whether and in what timeframe the transaction will be completed, the failure of either party to meet the closing conditions set forth in the definitive agreement; the ability to retain key personnel both before and after the transaction closes; ongoing relations between Radica and its suppliers, customers and other parties; costs and other issues with respect to integrating Radica, its products and its employees into Mattel and achieving expected synergies; dependence on the timely development, manufacture, introduction and customer acceptance of new products; the seasonality of the toy business; customer concentration and pricing; significant changes in buying and payment patterns of major customers, including as a result of bankruptcy and store closures; adverse changes in general economic conditions in the U.S. and internationally, including adverse changes in the retail environment, employment and the stock market; order predictability and supply chain management; the impact of competition, including from private label toys, on revenues and margins; the supply and cost of raw materials (including oil and resin prices), components, employee benefits and various services; the effect of currency exchange rate fluctuations on reportable income; risks associated with acquisitions and mergers; the possibility of product recalls and related costs; risks associated with foreign operations; negative results of litigation, governmental proceedings or environmental matters; changes in law and regulations; possible work stoppages, slowdowns or strikes; possible outbreaks of SARS, bird flu or other diseases; political developments and the threat or occurrence of war or terrorist acts; the possibility of catastrophic events; the inherent risk of Mattel and Radica new initiatives; and other risks and uncertainties as may be detailed from time to time in public announcements and SEC filings. This release contains forward-looking statements within the meaning of federal securities laws. Readers are cautioned not to place undue reliance on these forward looking statements and any such forward-looking statements are qualified in their entirety to the cautionary statements contained in this press release. Neither Mattel nor Radica updates forward-looking statements and expressly disclaims any obligation to do so.