As filed with the Securities and Exchange Commission on May 21, 2015
Registration No. 333-
UNITED STATES
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)
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Delaware |
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95-1567322 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
333 Continental Boulevard
El Segundo, California 90245-5012
(Address of Principal Executive Offices) (Zip Code)
MATTEL, INC. AMENDED AND RESTATED
2010 EQUITY AND LONG-TERM COMPENSATION PLAN
(Full title of the plan)
Tiffani Zack
Magri, Esq.
Vice President, Assistant General Counsel and Assistant Secretary
Mattel, Inc.
333
Continental Boulevard
El Segundo, California 90245-5012
(Name and address of agent for service)
(310) 252-2000
(Telephone number, including area code, of agent for service)
Copy to:
Regina
M. Schlatter, Esq.
Latham & Watkins LLP
650 Town Center Drive, Suite 2000
Costa Mesa, CA 92626
(714) 540-1235
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer or a smaller reporting
company in Rule 12-b2 of the Exchange Act.
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Large accelerated filer |
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x |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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¨ (Do not check if smaller reporting company.) |
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Smaller reporting company |
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¨ |
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered |
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Amount
to be registered (1) |
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Proposed maximum offering price per share (2) |
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Proposed maximum aggregate
offering price (2) |
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Amount of
registration fee |
Common Stock, par value $1.00 per share |
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29,000,000 |
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$26.43 |
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$766,470,000.00 |
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$89,063.81 |
Total |
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29,000,000 |
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$89,063.81 |
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(1) |
The registrant has previously registered 54,636,782 shares of the registrants common stock (Common Stock) for issuance under the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation
Plan (the 2010 Plan). This registration statement is registering the additional 29,000,000 shares of Common Stock approved by the registrants stockholders for issuance under the 2010 Plan. Pursuant to Rule 416(a) under the
Securities Act of 1933, as amended (the Securities Act), this registration statement shall also cover any additional shares of Common Stock that become issuable under the 2010 Plan by reason of any stock dividend, stock split,
recapitalization or similar transaction effected without the registrants receipt of consideration which would increase the number of outstanding shares of Common Stock. |
(2) |
Estimated solely for the purpose of calculating the registration fee. Calculated pursuant to Rules 457(c) and 457(h) of the Securities Act based on the average of the high and low sales price of Common Stock ($26.43),
as reported on the Nasdaq Stock Market on May 14, 2015. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Mattel, Inc. (Mattel or the Company) is not filing with or including in this Form S-8 the information called for in Part I of Form S-8
(by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the Commission).
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Note
Mattel is filing this registration statement pursuant to General Instruction E of Form S-8 to register an additional 29,000,000 shares of the Companys
Common Stock which may be issued under the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan (the 2010 Plan). These shares are additional securities of the same class as other securities issuable under the
2010 Plan for which a previous registration statement on Form S-8 (File No. 333-166759) was filed with the Commission on May 12, 2010 (the Prior Registration Statement). The information contained in the Prior Registration
Statement is incorporated herein by reference, except for the information presented below in Part II, Item 3. Incorporation of Documents by Reference, Item 5. Interests of Named Experts and Counsel and Item 8. Exhibits.
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Commission pursuant 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:
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(a) |
Mattels Annual Report on Form 10-K for the year ended December 31, 2014; |
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(b) |
Mattels Quarterly Report on Form 10-Q for the quarter ended March 31, 2015; |
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(c) |
Mattels Current Reports on Form 8-K filed on March 16, 2015, April 2, 2015, May 4, 2015 and May 15, 2015 and on Form 8-K/A filed on March 26, 2015 and April 14, 2015; and
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(d) |
The description of Mattels Common Stock contained in Mattels Registration Statement on Form 8-A filed on September 24, 2009. |
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All documents filed by Mattel 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 are incorporated by reference in this registration statement and to be part hereof from the
date of filing of such documents, except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under Items 2.02, 7.01 and 9.01 of Form 8-K that is not deemed filed under such provisions.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this registration statement.
Item 5. Interests of Named Experts and Counsel.
The
validity of the issuance of the shares of Common Stock registered hereby has been passed upon for Mattel by Tiffani Zack Magri, Esq., Vice President, Assistant General Counsel and Assistant Secretary of Mattel. Ms. Zack Magri has participated
in the Companys equity and long-term compensation plans and is eligible to participate in the 2010 Plan.
Item 8. Exhibits.
See Index to Exhibits on page 6.
3
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 May 21, 2015.
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MATTEL, INC., a Delaware corporation |
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By: |
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/s/ Kevin M. Farr |
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Name: |
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Kevin M. Farr |
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Title: |
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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 Christopher A.
Sinclair, Robert Normile and Tiffani Zack Magri, 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, this registration statement has been signed by the following persons in the capacities and on the date indicated.
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Signature |
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Title |
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Date |
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/s/ Christopher A. Sinclair
Christopher A. Sinclair |
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Chairman of the Board of Directors and Chief Executive Officer (principal executive officer) |
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May 21, 2015 |
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/s/ Kevin M. Farr
Kevin M. Farr |
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Chief Financial Officer (principal financial
officer) |
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May 21, 2015 |
4
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Signature |
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Title |
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Date |
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/s/ Joseph B. Johnson
Joseph B. Johnson |
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Senior Vice President and Corporate Controller (principal accounting officer) |
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May 21, 2015 |
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/s/ Michael J. Dolan
Michael J. Dolan |
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Director |
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May 21, 2015 |
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/s/ Trevor A. Edwards
Trevor A. Edwards |
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Director |
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May 21, 2015 |
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/s/ Dr. Frances D. Fergusson
Dr. Frances D. Fergusson |
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Director |
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May 21, 2015 |
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/s/ Ann Lewnes
Ann Lewnes |
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Director |
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May 21, 2015 |
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/s/ Dominic Ng
Dominic Ng |
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Director |
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May 21, 2015 |
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/s/ Vasant M. Prabhu
Vasant M. Prabhu |
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Director |
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May 21, 2015 |
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/s/ Dean A. Scarborough
Dean A. Scarborough |
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Director |
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May 21, 2015 |
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/s/ Dirk Van de Put
Dirk Van de Put |
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Director |
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May 21, 2015 |
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/s/ Kathy White Loyd
Kathy White Loyd |
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Director |
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May 21, 2015 |
5
INDEX TO EXHIBITS
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Incorporated by Reference |
Sequentially Numbered Exhibit |
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Description |
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Form |
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File No. |
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Exhibit(s) |
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Filing Date |
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4.1 |
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Specimen Stock Certificate with respect to Mattels Common Stock |
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10-Q |
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001-05647 |
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4.0 |
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August 3, 2007 |
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+5.1 |
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Opinion of Tiffani Zack Magri, Esq. |
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+23.1 |
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Consent of PricewaterhouseCoopers LLP |
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+23.2 |
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Consent of Tiffani Zack Magri, Esq. (included in Exhibit 5.1) |
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+24.1 |
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Power of Attorney with respect to Mattel (included in signature pages) |
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99.1 |
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Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan |
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DEF 14A |
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001-05647 |
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Appendix A |
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April 9, 2015 |
6
Exhibit 5.1
Letterhead of Tiffani Zack Magri, Esq.
May 21, 2015
Mattel, Inc.
333 Continental Boulevard
El Segundo, California 90245-5012
Re: Registration Statement on Form S-8
Ladies
and Gentlemen:
I am Vice President, Assistant General Counsel and Assistant Secretary 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 Securities Act), of 29,000,000 shares of common stock, par value $1.00 per share of the Company (Shares),
which are to be offered and sold by the Company pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan (the Plan).
This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act in connection with the
Registration Statement on Form S-8 that relates to the proposed issuance and sale of the Shares pursuant to the Plan (the Registration Statement). Such Registration Statement is being filed with the Securities and Exchange Commission
(the Commission) under the Securities 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. In some instances, I have relied upon other attorneys in the
Companys Law Department.
Subject to the foregoing and in reliance thereon, I am of the opinion that, upon the issuance and sale of the Shares in
accordance with the terms of the Plan, assuming in each case that the individual issuances, grants or awards under the Plan are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with
the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), including, without limitation, receipt of legal consideration in excess of the par value of the Shares issued and, when the
Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers or when certificates representing the Shares have been manually signed by an authorized officer of the
transfer agent and registrar therefor, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company and the Shares will be validly issued, fully paid and nonassessable securities of the Company. In
rendering the foregoing opinion, I have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware (DGCL).
I express no opinion other than on the laws of the State of California and the DGCL insofar as the DGCL relates to corporate formalities, including statutory
and reported decisional law
thereunder, and I express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to
any matters of municipal law or the laws of any local agencies within any state.
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 Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
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/s/ Tiffani Zack Magri |
Tiffani Zack Magri, Esq. |
Vice President, Assistant General Counsel and Assistant Secretary |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 25, 2015 relating to the
financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, of Mattel, Inc., which appears in Mattel, Inc.s Annual Report on Form 10-K for the year ended December 31, 2014.
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/s/ PricewaterhouseCoopers LLP |
Los Angeles, California |
May 21, 2015 |
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