8-K
MATTEL INC /DE/ false 0000063276 0000063276 2021-06-04 2021-06-04

 

 

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): June 4, 2021

 

 

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)

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $1.00 per share   MAT   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

 

 

 


Section 7 – Regulation FD

 

Item 7.01

Regulation FD Disclosure.

On June 4, 2021, Fisher-Price, Inc., a subsidiary of Mattel, Inc. (“Mattel”), issued a joint press release with the U.S. Consumer Product Safety Commission announcing the recalls of the Fisher-Price 4-in-1 Rock ‘n Glide Soothers and 2-in-1 Soothe ‘n Play Gliders. Mattel does not anticipate that the recalls will have a material impact on its financial condition, results of operations, or cash flows, or its previously announced guidance for the fiscal year ending December 31, 2021. A copy of the joint press release is furnished as Exhibit 99.1 hereto. This exhibit is incorporated herein by reference.

This Current Report on Form 8-K, including Exhibit 99.1, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipates,” “expects,” “intends,” “plans,” “confident that” and “believes,” among others, generally identify forward-looking statements. These forward-looking statements are based on currently available operating, financial, economic and other information and assumptions, and are subject to a number of significant risks and uncertainties. A variety of factors, many of which are beyond Mattel’s control, could cause actual future results to differ materially from those projected in the forward-looking statements, and are currently, and in the future may be, amplified by the COVID-19 pandemic. Specific factors that might cause such a difference include, but are not limited to: (i) potential impacts of and uncertainty regarding the COVID-19 pandemic (and actions taken in response to it by governments, businesses, and individuals) on Mattel’s business operations, financial results and financial position and on the global economy, including its impact on Mattel’s sales; (ii) Mattel’s ability to design, develop, produce, manufacture, source, ship and distribute products on a timely and cost-effective basis; (iii) sufficient interest in and demand for the products and entertainment we offer by retail customers and consumers to profitably recover Mattel’s costs; (iv) downturns in economic conditions affecting Mattel’s markets which can negatively impact retail customers and consumers, and which can result in lower employment levels and lower consumer disposable income and spending, including lower spending on purchases of Mattel’s products; (v) other factors which can lower discretionary consumer spending, such as higher costs for fuel and food, drops in the value of homes or other consumer assets, and high levels of consumer debt; (vi) potential difficulties or delays Mattel may experience in implementing cost savings and efficiency enhancing initiatives; (vii) other economic and public health conditions or regulatory changes in the markets in which Mattel and its customers and suppliers operate, which could create delays or increase Mattel’s costs, such as higher commodity prices, labor costs or transportation costs, or outbreaks of disease; (viii) currency fluctuations, including movements in foreign exchange rates, which can lower Mattel’s net revenues and earnings, and significantly impact Mattel’s costs; (ix) the concentration of Mattel’s customers, potentially increasing the negative impact to Mattel of difficulties experienced by any of Mattel’s customers, such as bankruptcies or liquidations or general lack of success, or changes in their purchasing or selling patterns; (x) the inventory policies of Mattel’s retail customers, as well as the concentration of Mattel’s revenues in the second half of the year, which coupled with reliance by retailers on quick response inventory management techniques increases the risk of underproduction, overproduction, and shipping delays; (xi) legal, reputational, and financial risks related to security breaches or cyberattacks; (xii) work disruptions, which may impact Mattel’s ability to manufacture or deliver product in a timely and cost-effective manner; (xiii) the impact of competition on revenues, margins and other aspects of Mattel’s business, including the ability to offer products which consumers choose to buy instead of competitive products, the ability to secure, maintain and renew popular licenses from licensors of entertainment properties, and the ability to attract and retain talented employees; (xiv) the risk of product recalls or product liability suits and costs associated with product safety regulations; (xv) changes in laws or regulations in the United States and/or in other major markets, such as China, in which Mattel operates, including, without limitation, with respect to taxes, tariffs, trade policies or product safety, which may increase Mattel’s product costs and other costs of doing business, and reduce Mattel’s earnings; (xvi) failure to realize the planned benefits from any investments or acquisitions made by Mattel; (xvii) the impact of other market conditions or third party actions or approvals, including that result in any significant failure, inadequacy, or interruption from vendors or outsourcers, which could reduce demand for Mattel’s products, delay or increase the cost of implementation of Mattel’s programs, or alter Mattel’s actions and reduce actual results; (xviii) changes in financing markets or the inability of Mattel to obtain financing on attractive terms (xix) the impact of litigation, arbitration, or regulatory decisions or settlement actions; (xx) the closing of this private offering of the Notes; (xxi) uncertainty from the expected discontinuance of LIBOR and transition to any other interest rate benchmark; and (xxii) other risks and uncertainties as may be described in Mattel’s periodic filings with the Securities and Exchange Commission, including the “Risk Factors” section of Mattel’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, as well as in Mattel’s other public statements. Mattel does not update forward-looking statements and expressly disclaims any obligation to do so, except as required by law.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Section 9 – Financial Statements and Exhibits

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit No.

  

Exhibit Description

99.1**    Press release dated June 4, 2021.
104    Cover Page Interactive Data File (embedded within the Inline XBRL Document)

 

**

Furnished herewith


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/ Jonathan Anschell

  Name:   Jonathan Anschell
  Title:  

Executive Vice President,

Chief Legal Officer and Secretary

Dated: June 4, 2021

EX-99.1

Exhibit 99.1

 

Fisher-Price Recalls 4-in-1 Rock ‘n Glide Soothers After

Four Infant Deaths; 2-in-1 Soothe ‘n Play Gliders Also

Recalled

 

Parents and Caregivers Urged to Stop Use Because of Suffocation Risk

   LOGO

WASHINGTON, June 4, 2021 /PRNewswire/ — https://www.cpsc.gov/Recalls/2021/Fisher-Price-Recalls-4-in-1-Rock-n-Glide-Soothers-After-Four-Infant-Deaths-2-in-1-Soothe-n-Play-Gliders-Also-Recalled

Name of Product: Fisher-Price 4-in-1 Rock ‘n Glide Soothers and 2-in-1 Soothe ‘n Play Gliders

Hazard: Infants who are placed unrestrained in the product and later found on their stomach are at risk of suffocation.

Remedy: Refund

Incidents/Injuries: Four infant deaths have occurred in the 4-in-1 Rock ‘n Glide Soothers. No deaths have occurred in the 2-in-1 Soothe ‘n Play Gliders.

Consumer Contact: Fisher-Price online at www.service.mattel.com, and click on “Recall & Safety Alerts,” or toll-free at 855-853-6224 from 9 a.m. to 6 p.m. ET Monday through Friday for more information.

Washington, D.C. — The U.S. Consumer Product Safety Commission (CPSC) and Fisher-Price are announcing the recalls of the Fisher-Price 4-in-1 Rock ‘n Glide Soothers and 2-in-1 Soothe ‘n Play Gliders. There have been reports of four infant deaths in the 4-in-1 Rock ‘n Glide Soother. The infants were reportedly placed on their backs unrestrained in the product and later found on their stomachs. These incidents occurred between April 2019 and February 2020. The fatalities were a 4-month old from Missouri, a 2-month old from Nevada, a 2-month old from Michigan and an 11-week old from Colorado. There have been no fatalities in the 2-in-1 Soothe ‘n Play Gliders.

“These types of incidents are heart-breaking,” said Acting Chairman Robert Adler. “Loving parents put their babies in these products never expecting a tragedy. Inclined products, such as gliders, soothers, rockers and swings are not safe for infant sleep, due to the risk of suffocation.”

“There is nothing more important to Fisher-Price than the safety of our products and the trust that families put in us,” said Chuck Scothon, General Manager of Fisher-Price. “These incidents are indeed heart-breaking. We are committed to educating parents and caregivers on the safe use of all of our products, including the importance of following all warnings and instructions to ensure the health and safety of babies and children.”


This recall involves CHP56, CHP55 and CBT81 4-in-1 Rock ‘n Glide Soothers. This recall also involves the GDD28, GDD39, GDD41, GGW85, GNX43, GVG43, HBD26 and HBD27 of the 2-in-1 Soothe ‘n Play Gliders. HBT17 is sold in Canada only. The products have two use modes: A powered glider seat and an infant rocker. In both modes, the product can move in a head-to-toe or side-to-side motion. The model number is located on the underside of the base.

Approximately 120,000 4-in-1 Rock ‘n Glide Soothers and 55,000 2-in-1 Soothe ‘n Play Gliders were sold at juvenile product stores and mass merchandisers nationwide and online, including Walmart and Target stores and Amazon.com. The 4-in-1 Rock ‘n Glide Soothers were sold from January 2014 through December 2020, for about $108. The 2-in-1 Soothe ‘n Play Gliders were sold from November 2018 through May 2021, for about $125.

Approximately 25,000 4-in-1 Rock ‘n Glide Soothers and approximately 27,000 2-in-1 Soothe ‘n Play Gliders were also distributed in Canada.

Consumers should immediately stop using the recalled products and contact Fisher-Price for a refund. To obtain a refund, consumers should visit Fisher-Price online at www.service.mattel.com, and click on “Recall & Safety Alerts,” or call toll-free at 855-853-6224 from 9 a.m. to 6 p.m. ET Monday through Friday.

CPSC continues to emphasize that the best place for a baby to sleep is on a firm, flat surface in a crib, bassinet or play yard. Parents and caregivers should never add blankets, pillows or other items to an infant’s sleeping environment. Babies should always be placed to sleep on their backs.

Note: Health Canada’s press release is at: https://healthycanadians.gc.ca/recall-alert-rappel-avis/hc-sc/2021/75741r-eng.php

About the U.S. CPSC

The U.S. Consumer Product Safety Commission (CPSC) is charged with protecting the public from unreasonable risks of injury or death associated with the use of thousands of types of consumer products. Deaths, injuries, and property damage from consumer product incidents cost the nation more than $1 trillion annually. CPSC’s work to ensure the safety of consumer products has contributed to a decline in the rate of deaths and injuries associated with consumer products over the past 40 years.

Federal law bars any person from selling products subject to a publicly announced voluntary recall by a manufacturer or a mandatory recall ordered by the Commission.

For lifesaving information:

- Visit CPSC.gov.

- Sign up to receive our e-mail alerts.

- Follow us on Facebook, Instagram @USCPSC and Twitter @USCPSC.

- Report a dangerous product or a product-related injury on www.SaferProducts.gov.

- Call CPSC’s Hotline at 800-638-2772 (TTY 301-595-7054).

- Contact CPSC’s Office of Communications at 301-504-7908.

Release Number: 21-147

SOURCE U.S. Consumer Product Safety Commission

Related Links

http://www.cpsc.gov