As filed with the Securities and Exchange Commission on June 28, 2019
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)
|
|
|
|
|
Delaware
|
|
95-1567322
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(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, AS AMENDED
(Full title of the plan)
Tiffani L.
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)
755-8261
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated
filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act:
|
|
|
|
|
|
|
|
|
Large accelerated filer
|
|
☒
|
|
Accelerated filer
|
|
☐
|
|
|
|
|
|
|
Non-accelerated
filer
|
|
☐ (Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
☐
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
|
|
Title of securities to be registered
|
|
Amount to be
registered (1)
|
|
Proposed maximum
offering price
per share (2)
|
|
Proposed maximum
aggregate offering
price (2)
|
|
Amount of
registration fee
|
|
Common Stock, par value $1.00 per share
|
|
14,000,000
|
|
$10.55
|
|
$147,700,000
|
|
$17,902
|
|
Total
|
|
14,000,000
|
|
|
|
|
|
$17,902
|
|
|
|
|
|
(1)
|
The registrant has previously registered 96,636,782 shares of the registrant’s common stock (“Common
Stock”) for issuance under the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan, as amended (the “2010 Plan”). The registrant’s stockholders approved the Second Amendment to the 2010 Plan at the
registrant’s 2019 annual meeting of stockholders, which increases the shares reserved for issuance under the 2010 Plan by 14,000,000 shares. This registration statement is registering such additional 14,000,000 shares of Common Stock approved
by our stockholders for issuance under the 2010 Plan, as so amended. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall also cover any additional shares of Common Stock that become issuable under
the Amended 2010 Plan by reason of any stock dividend, stock split, recapitalization, or similar transaction effected without the registrant’s 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 ($10.55), as reported on the Nasdaq Stock Market on June 25, 2019.
|