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):
November 4, 1999
Mattel, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-05647 95-1567322
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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)
Item 5. Other Events.
Amendments to the Rights Plan
On November 4, 1999 the Board of Directors (the "Board") of Mattel,
Inc., a Delaware corporation (the "Company"), approved an amendment (the
"Amendment") to the Rights Agreement, dated as of February 7,1992, as amended as
of May 13, 1999 (the "Rights Agreement"), by and between the Company and
BankBoston N.A., a national banking association, formerly, The First National
Bank of Boston.
The Amendment reduces the threshold beneficial ownership level of
common stock, including any common stock issuable upon an exchange of
exchangeable shares of Softkey Software Products Inc., the Company's Canadian
subsidiary (the "Exchangeable Shares"), that triggers the distribution and
exercisablility of the rights issued pursuant to the Rights Agreement (the
"Rights") from 20% to 15%. As amended , if a person or group of affiliated or
associated persons becomes the beneficial owner of 15% or more of the
outstanding common stock of the Company, such person or group of affiliated or
associated persons becomes an "Acquiring Person."
The Amendment also provides for a technical correction of the Rights
Agreement to ensure that the Exchangeable Shares shall be taken into account in
determining when a person or group of affiliated or associated persons becomes
an Acquiring Person and to ensure that the holder of the Company's Special
Voting Preferred Share (which provides voting rights for holders of the
Exchangeable Shares) is excluded from the definition of Acquiring Person by
virtue of its holding of the Special Voting Preferred Share.
Amendment of By-Laws
On November 4, 1999, the Board also approved an amendment to its
by-laws (the "By-Law Amendment"). The Company's existing advance notice by-laws
require that notice of stockholder proposals (including nominations for election
to the Board) be received (i) at least 90 days (but in no event more than 120
days) in advance of the annual meeting, or (ii) within 10 days of public
announcement of the meeting if less than 40 days'
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notice of the meeting is given to stockholders. The By-Law Amendment requires
notice of stockholder proposals at the annual meeting (including nominations for
election to the Board) to be received at least 90 days (but in no event more
than 120 days) in advance of the anniversary of the prior year's annual meeting.
The By-Law Amendment provides that if the date of the annual meeting is more
than 30 days before or 60 days after the anniversary date, notice of stockholder
proposals would be required to be received at least 90 days (but in no event
more than 120 days) in advance of the annual meeting, or within 10 days of
public announcement of the meeting. The By-Law Amendment also provides a notice
period for stockholder nominations of directors at special meetings (not earlier
than the 120th day prior to the meeting date and not later than the later of the
90th day prior to the meeting date or the 10th day following public announcement
of the meeting date) if persons are to be nominated for election to the Board at
a special meeting of stockholders.
The By-Law Amendment also provides, with respect to action by
written consent, for the appointment by the Company of nationally recognized
independent inspectors of written consents, delaying the effectiveness of any
action purported to be taken by written consent until certification by the
independent inspectors that the consents received represent the minimum number
required to take the corporate action and limiting the period for which any
specific written consent may be effective to 60 days.
The By-Law Amendment also provides for the following with respect to
indemnification: (1) providing specific procedures with respect to the making
and approval of indemnification claims; (2) shortening the waiting period for
bringing suits for unpaid indemnification claims from 90 days to 30 days; (3)
prohibiting the Company from disclaiming a prior approval of an indemnification
claim or arguing that the by-laws with respect to indemnification are invalid in
any future proceeding; (4) replacing the automatic indemnification of employees
and agents with a provision empowering the Company to extend such
indemnification to employees and agents and (5) providing that in the event any
provision of the by-laws with respect to indemnification are found to be
invalid, all other provisions shall remain valid.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Exhibits. The following exhibits are filed with this Report:
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Exhibit Description
No.
3.1 By-Laws of the Company, as amended prior to November 4,
1999 (Incorporated by reference to Exhibit 4.3 to the
Company's Registration Statement on Form S-3 dated
September 26, 1997)
3.2 Amendment to By-Laws of the Company, dated as of
November 4, 1999 (Filed herewith)
4.1 Rights Agreement, dated as of February 7, 1992 between
Mattel, Inc. and The First National Bank of Boston, as
Rights Agent, which includes the form of Certificate of
Designation, Preferences and Rights setting forth the
terms of the Series E Junior Participating Preference
Stock, par value $.01 per share, as Exhibit A, the form
of Right Certificate as Exhibit B and the Summary of
Rights to Purchase Preference Shares as Exhibit C.
(Incorporated by reference to the Company's Registration
Statement on Form 8-A filed on February 13, 1992).
4.2 Amendment No. 1 to Rights Agreement dated as of May 13,
1999, between Mattel, Inc. and BankBoston, N.A.
(formerly, The First National Bank of Boston), as Rights
Agent, which includes the amended and restated Summary
of Rights to Purchase Preference Shares as Exhibit C.
(Incorporated by reference to the Company's Registration
Statement on Form 8-A/A, filed on May 13, 1999)
4.3 Amendment No. 2 to Rights Agreement dated as of November
4, 1999, between Mattel, Inc. and BankBoston, N.A.
(formerly, The First National Bank of Boston), as Rights
Agent, which includes the amended and restated Summary
of Rights to Purchase Preference Shares as Exhibit C.
(Incorporated by reference to the Company's Registration
Statement on Form 8-A/A filed on November 12, 1999)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed by the undersigned,
thereunto duly authorized.
MATTEL, INC.
(Registrant)
By: /s/ Robert Normile
-----------------------------------
Robert Normile
Senior Vice President, General Counsel
and Secretary
Dated: November 12, 1999
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MATTEL, INC.
Current Report on Form 8-K
Exhibit Index
Exhibit Description
No.
3.1 By-Laws of the Company, as amended prior to November 4,
1999 (Incorporated by reference to Exhibit 4.3 to the
Company's Registration Statement on Form S-3 dated
September 26, 1997)
3.2 Amendment to By-Laws of the Company, dated as of
November 4, 1999 (Filed herewith)
4.1 Rights Agreement, dated as of February 7, 1992 between
Mattel, Inc. and The First National Bank of Boston, as
Rights Agent, which includes the form of Certificate of
Designation, Preferences and Rights setting forth the
terms of the Series E Junior Participating Preference
Stock, par value $.01 per share, as Exhibit A, the form
of Right Certificate as Exhibit B and the Summary of
Rights to Purchase Preference Shares as Exhibit C.
(Incorporated by reference to the Company's Registration
Statement on Form 8-A filed on February 13, 1992).
4.2 Amendment No. 1 to Rights Agreement dated as of May 13,
1999, between Mattel, Inc. and BankBoston, N.A.
(formerly, The First National Bank of Boston), as Rights
Agent, which includes the amended and restated Summary
of Rights to Purchase Preference Shares as Exhibit C.
(Incorporated by reference to the Company's Registration
Statement on Form 8-A/A, filed on May 13, 1999)
4.3 Amendment No. 2 to Rights Agreement dated as of November
4, 1999, between Mattel, Inc. and BankBoston, N.A.
(formerly, The First National Bank of Boston), as Rights
Agent, which includes the amended and restated Summary
of Rights to Purchase Preference Shares as Exhibit C.
(Incorporated by reference to the Company's Registration
Statement on Form 8-A/A filed on November 12, 1999)
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