EXHIBIT 3.0
MATTEL, INC.
CERTIFICATE OF DESIGNATIONS,
PREFERENCES, RIGHTS AND LIMITATIONS OF
SPECIAL VOTING PREFERRED STOCK
Pursuant to Section 151 of the General
Corporation Law of the State of Delaware
Mattel, Inc. (hereinafter referred to as the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware, in accordance with the provisions of Section 151 of the General
Corporation Law of the State of Delaware, as amended, does HEREBY CERTIFY that
the following resolution has been duly adopted by the Board of Directors of the
Corporation:
RESOLVED, that pursuant to the authority expressly granted to and vested in
the Board of Directors of the Corporation by the provisions of the Restated
Certificate of Incorporation of the Corporation, as amended (the "Certificate
of Incorporation"), there hereby is created, out of the 3,000,000 shares of
Preferred Stock, par value $1.00 per share, of the Corporation authorized in
Article Fourth of the Certificate of Incorporation (the "Preferred Stock"), a
series of Preferred Stock of the Corporation, to be designated "Special Voting
Preferred Stock," consisting of one (1) share, which series shall have the
following voting powers, designations, preferences and relative, participating,
optional and other rights, and the following qualifications, limitations and
restrictions (in addition to the powers, designations, preferences and
relative, participating optional and other rights, and the qualifications,
limitations and restrictions, set forth in the Certificate of Incorporation
which are applicable to the Preferred Stock):
SECTION 1. DESIGNATION AND SIZE OF ISSUE; RANKING.
(A). The designation of the series of Preferred Stock shall be "Special
Voting Preferred Stock" (the "Special Voting Preferred Stock"), and the number
of shares constituting the Special Voting Preferred Stock shall be one (1)
share.
(B). Any share of Special Voting Preferred Stock which at any time has been
redeemed or otherwise reacquired by the Corporation shall, after such
redemption or other acquisition, resume the status of authorized and unissued
shares of Preferred Stock, without designation as to series until such share is
once more designated as part of a particular series by the Board of Directors.
(C). The share of Special Voting Preferred Stock shall rank senior, as to
distribution of assets upon liquidation, to the shares of Common Stock, par
value $.01 per share, of the Corporation (the "Common Stock"), and junior to
the Corporation's Series C Mandatorily Convertible Redeemable Preferred Stock
and to any future series of Preferred Stock or shares of Preference Stock, par
value $1.00 per share, of the Corporation (the "Preference Stock") issued by
the Corporation after the effectiveness of this Certificate of Designations
that by its terms ranks senior to the Special Voting Preferred Stock.
SECTION 2. VOTING RIGHTS OF SPECIAL VOTING PREFERRED STOCK.
(A). GENERAL. Except as otherwise required by law or the Certificate of
Incorporation, the holder of record of the share of Special Voting Preferred
Stock shall have a number of votes equal to the number of shares of
Exchangeable Non-Voting Shares ("Exchangeable Shares") of Softkey
Software Products Inc., an Ontario corporation ("Softkey"), outstanding from
time to time which are not owned by the Corporation, any of its subsidiaries or
any person directly or indirectly controlled by or under common control of the
Corporation multiplied by the Exchange Ratio (as defined in Section 2.7(a) of
the Agreement and Plan of Merger, dated as of December 13, 1998, among the
Corporation and The Learning Company, Inc.), in each case for the election of
directors and on all matters submitted generally to a vote of stockholders of
the Corporation. For the purposes hereof, "control" (including the correlative
meanings, the terms "controlled by" and "under common control of") as applied
to any person, means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of that person
through the ownership of voting securities, by contract or otherwise.
(B). COMMON STOCK AND SPECIAL VOTING PREFERRED STOCK IDENTICAL IN
VOTING. Except as otherwise required by law or the Certificate of
Incorporation, in respect of all matters concerning the voting of shares of
capital stock of the Corporation, the Common Stock (and any other class or
series of capital stock of the Corporation entitled to vote generally with the
Common Stock) and the Special Voting Preferred Stock shall vote as a single
class and such voting rights shall be identical in all respects.
SECTION 3. LIQUIDATION. In the event of any liquidation, dissolution or
winding up of the Corporation, and subject to any prior rights of holders of
shares of any other series of Preferred Stock or of any series of Preference
Stock, if the Special Voting Preferred Stock is then outstanding the holder
thereof shall be entitled to receive, out of the assets of the Corporation
available for distribution to its stockholders, an amount equal to $10.00
before any distribution is made on the Common Stock or on any other stock of
the Corporation ranking junior to the Special Voting Preferred Stock as to
distribution of assets on liquidation, dissolution or winding-up. After payment
of the full amount of the above liquidation preference of the outstanding share
of Special Voting Preferred Stock, the holder of the share of Special Voting
Preferred Stock shall not be entitled to any further participation in any
distribution of assets of the Corporation. For the purposes of this Section 3,
neither the sale, conveyance, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all of the property
or assets of the Corporation, nor the consolidation or merger of the
Corporation with or into one or more other entities, shall be deemed to be a
liquidation, dissolution or winding-up of the Corporation.
SECTION 4. DIVIDENDS. The holder of the Special Voting Preferred Stock shall
not be entitled to receive any dividends, whether payable in cash, in property
or in shares of capital stock of the Corporation.
SECTION 5. SPECIAL VOTING PREFERRED STOCK. (A) Pursuant to the terms of that
certain Agreement and Plan of Merger dated as of December 13, 1998, between The
Learning Company, Inc. and the Corporation, one share of Special Voting
Preferred Stock is being issued to the trustee (the "Trustee") under the Voting
and Exchange Agreement made as of February 4, 1994 between The Learning
Company, Inc. (under its previous corporate name, "SoftKey International,
Inc."), and Softkey and CIBC Mellon Trust Company (under its previous name,
"The R-M Trust Company"), as supplemented by the Voting and Exchange Trust
Supplement, dated as of May 12, 1999, among the Corporation, The Learning
Company, Inc., Softkey and the Trustee, as may be amended from time to time.
(B). The holder of the share of Special Voting Preferred Stock is entitled to
exercise the voting rights attendant thereto in such manner as such holder
desires.
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(C). At such time as the Special Voting Preferred Stock has no votes attached
to it because there are no Exchangeable Shares of Softkey outstanding which are
not owned by the Corporation, any of its subsidiaries or any person directly or
indirectly controlled by or under common control of the Corporation, and there
are no shares of stock, debt, options or other agreements of Softkey which
could give rise to the issuance of any Exchangeable Shares to any person (other
than to the Corporation, any of its subsidiaries or any person directly or
indirectly controlled by or under common control of the Corporation), the
Special Voting Preferred Stock shall be redeemed in accordance with Section 7
hereof.
SECTION 6. CONVERSION OR EXCHANGE. The holder of the share of Special Voting
Preferred Stock shall not have any rights hereunder to convert such share into,
or exchange such share for, shares of any other series or class of capital
stock of the Corporation.
SECTION 7. REDEMPTION. The share of Special Voting Preferred Stock shall not
be subject to redemption, except that at such time as no Exchangeable Shares
(other than Exchangeable Shares owned by the Corporation, any of its
subsidiaries or any person directly or indirectly controlled by or under common
control of the Corporation), shall be outstanding, and there are no shares of
stock, debt, options or other agreements of Softkey which could give rise to
the issuance of any Exchangeable Shares to any person (other than to the
Corporation, any of its subsidiaries or any person directly or indirectly
controlled by or under common control of the Corporation), the Special Voting
Preferred Stock shall automatically be redeemed by the Corporation for an
amount equal to $10.00, due and payable upon such redemption.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed
and attested this 12th day of May, 1999.
MATTEL, INC.
By: /s/ Ned Mansour
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Name: Ned Mansour
Title: President, Corporate Operations
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