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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HASBRO, INC.
--------------------
(Name of Registrant)
Rhode Island 05-0155090
- ------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
1027 Newport Avenue Pawtucket, Rhode Island 02861
--------------------------------------------------
(Principal Executive Offices)
HASBRO, INC. EMPLOYEE NON-QUALIFIED STOCK PLAN
AND
HASBRO, INC. NON-QUALIFIED DEFERRED COMPENSATION PLAN
-----------------------------------------------------
(Title of Plans)
PHILLIP H. WALDOKS, ESQ.
Senior Vice President--Corporate
Legal Affairs and Secretary
Hasbro, Inc.
32 West 23rd Street
New York, New York 10010
---------------------------
(Name and Address of Agent)
(212) 645-2400
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(Telephone Number of Agent)
Calculation of Registration Fee
-------------------------------
Title of Proposed Proposed
Securities Amount maximum offer- maximum aggre- Amount of
to be to be ing price per gate offering registra-
registered registered unit price tion fee
- ---------- ---------- -------------- -------------- ----------
Common 6,000,000
stock shares(1) $26.82(2) $160,920,000(2) $48,763.64
Interests in
Deferred
Compensation
Plan
Accounts(3) (4) (4) (4) $100(4)
- --
(1) To be registered with respect to the Hasbro, Inc. Employee Non-Qualified
Stock Plan.
(2) Estimated solely for purposes of determining the registration fee
pursuant to Rule 457(c).
(3) To be registered with respect to the Hasbro, Inc. Non-Qualified Deferred
Compensation Plan (the "Deferred Compensation Plan").
(4) The amount of interests in the Deferred Compensation Plan to be
registered, the proposed maximum offering price per unit and the
proposed maximum aggregate offering price are, in each case,
indeterminate. In accordance with Rule 416(c), this Registration
Statement shall be deemed to register an indeterminate amount of such
plan interests.
PART II
Item 3. Information Required in the Registration Statement
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated in this Registration Statement
by reference and shall be deemed a part hereof:
(a) The Annual Report on Form 10-K for the fiscal year ended December 29,
1996 of Hasbro, Inc. (the "Corporation" or the "Registrant");
(b) The Corporation's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 30, 1997 and June 29, 1997;
(c) The Corporation's Current Reports on Form 8-K dated February 6, 1997,
April 21, 1997 and July 17, 1997;
(d) The description of the Corporation's common stock, par value $.50 per
share (the "Common Stock") which is contained in the Corporation's
Registration Statement on Form 8-A, dated June 25, 1971, as amended
by amendments thereto on Form 8, dated September 13, 1983, April 2,
1985 and January 11, 1993;
All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.
Item 4. Description of Securities
Not applicable
Item 5. Interests of Named Experts and Counsel
Legal matters in connection with the Common Stock to be issued pursuant
to the Hasbro, Inc. Employee Non-Qualified Stock Plan and the interests in
Deferred Compensation Plan accounts to be issued pursuant to the Hasbro, Inc.
Non-Qualified Deferred Compensation Plan have been passed upon by Phillip H.
Waldoks, Esq., Senior Vice President--Corporate Legal Affairs and Secretary.
As of the date of this Registration Statement, Mr. Waldoks held options to
purchase 98,512 shares of Common Stock under the Corporation's employee stock
option plans.
Item 6. Indemnification of Directors and Officers
The Registrant is incorporated in Rhode Island. Under Section 7-1.1-4.1
of the Rhode Island Business Corporation Act, a Rhode Island corporation has
the power, under specified circumstances, to indemnify its officers,
directors, employees and agents against judgments, penalties, fines,
settlements and reasonable expenses, including attorneys' fees, actually
incurred by them in connection with any proceeding to which such persons were
made parties by reason of the fact that such persons are or were directors,
officers, employees or agents, if (a) such persons shall have acted in good
faith, (b) they reasonably believed that their actions were in the best
interests of the corporation (if such proceeding involves conduct in an
official capacity with the corporation), and, (c) in criminal proceedings,
had no reasonable cause to believe that their conduct was unlawful. The
foregoing statement is subject to the detailed provisions of 7-1.1-4.1 of the
Rhode Island Business Corporation Act.
Article X of the By-Laws of the Registrant provides that the Registrant
shall indemnify its directors and officers and certain other persons to the
full extent permitted by Section 7-1.1-4.1 of the Rhode Island Business
Corporation Act.
Section 7-1.1-48 of the Rhode Island Business Corporation Act provides
that articles of incorporation may contain a provision eliminating or
limiting the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director
provided that such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the
corporation or its shareholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 7-1.1-43 (relating to liability for unauthorized acquisitions
or redemptions of, or dividends or distributions on, capital stock) of the
Rhode Island Business Corporation Act or (iv) for any transaction from which
the director derived an improper personal benefit (unless said transaction is
permitted by Section 7-1.1-37.1 (relating to director conflicts of interest)
of the Rhode Island Business Corporation Act). Article Thirteenth of the
Registrant's Articles of Incorporation contains such a provision.
Section 7-1.1-4.1(j) of the Rhode Island Business Corporation Act
empowers a Rhode Island corporation to purchase and maintain insurance on
behalf of its current and prior directors, officers, employees and agents
against any liability incurred or asserted against them as a result of their
official capacities, whether or not the corporation would have the power to
indemnify such person against the insured liability under the provisions of
such Section. The Registrant has a directors and officers liability
insurance policy.
The Registrant has entered into an indemnification agreement with each
of its directors, whereby the Registrant has agreed to indemnify each such
director for amounts which the director is legally obligated to pay,
including judgments, settlements or fines (including certain related expenses
to be advanced by the Registrant), due to any actual or alleged breach of
duty, neglect, error, misstatement, misleading statement or other act or
omission by a director in his capacity as a director, excluding claims (a)
covered by the Registrant's directors and officers liability insurance
policy, (b) for which the director is otherwise indemnified or reimbursed,
(c) relating to certain judgments or adjudications under which the director
is liable for breaches of duty of loyalty, acts or omissions not in good
faith or involving intentional misconduct or involving knowing violations of
law, actions or certain transactions from which the director derives an
improper personal benefit, (d) relating to the director's liability for
accounting for profits under Section 16 of the Exchange Act, (e) in respect
of remuneration, if found unlawful, and (f) as to which a final and non-
appealable judgment has determined that payment to the director thereunder is
unlawful.
Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
Exhibit No. Description
- ----------- -----------
4.0 Specimen Common Stock certificate. (Incorporated by
reference to Exhibit 1.0 to the Corporation's Form 8
amendment dated January 11, 1993 to the Corporation's
Form 8-A dated June 25, 1971.)
5.0 Opinion of Phillip H. Waldoks, Esq.
24.1 Consent of Phillip H. Waldoks, Esq. (Included in
Exhibit 5.0)
24.2 Consent of Independent Auditors.
Item 9. Undertakings
(a) Rule 415 Offering
-----------------
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein and the offerings of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference
--------------------------------------------------------------------
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
* * *
(h) Request for acceleration of effective date or filing of
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registration statement on Form S-8
----------------------------------
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
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The Registrant
--------------
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, the State of
New York, on October 17, 1997.
HASBRO, INC. (Registrant)
By: /s/ Alan G. Hassenfeld
----------------------
Alan G. Hassenfeld
Chairman of the Board,
President and Chief
Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the corporation whose signature
appears above and each person whose signature appears below hereby
constitutes and appoints Alan G. Hassenfeld, Harold P. Gordon, John T.
O'Neill, Brenda T. Simensky and Phillip H. Waldoks, and each of them, his,
her or its attorneys-in-fact, each with full power of substitution and
resubstitution, for him, her or it in any and all capacities, to sign any and
all amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or any of them, or any substitute or substitutes, may
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
/s/ Alan G. Hassenfeld Chairman of the Board, October 17, 1997
- ---------------------------- President, Chief Executive
Alan G. Hassenfeld Officer and Director
(Principal Executive Officer)
/s/ John T. O'Neill Executive Vice President and October 17, 1997
- ---------------------------- Chief Financial Officer
John T. O'Neill (Principal Financial and
Accounting Officer)
/s/ Alan R. Batkin
- ---------------------------- Director October 17, 1997
Alan R. Batkin
/s/ Harold P. Gordon
- ---------------------------- Director October 17, 1997
Harold P. Gordon
/s/ Alex Grass
- ---------------------------- Director October 17, 1997
Alex Grass
/s/ Sylvia K. Hassenfeld
- ---------------------------- Director October 17, 1997
Sylvia K. Hassenfeld
/s/ Marie-Josee Kravis
- ---------------------------- Director October 17, 1997
Marie-Josee Kravis
- ---------------------------- Director October , 1997
Claudine B. Malone
/s/ Morris W. Offit
- ---------------------------- Director October 17, 1997
Morris W. Offit
/s/ Norma T. Pace
- ---------------------------- Director October 17, 1997
Norma T. Pace
/s/ E. John Rosenwald, Jr.
- ---------------------------- Director October 17, 1997
E. John Rosenwald, Jr.
/s/ Carl Spielvogel
- ---------------------------- Director October 17, 1997
Carl Spielvogel
/s/ Henry Taub
- ---------------------------- Director October 17, 1997
Henry Taub
/s/ Preston Robert Tisch
- ---------------------------- Director October 17, 1997
Preston Robert Tisch
/s/ Alfred J. Verrecchia
- ---------------------------- Director October 17, 1997
Alfred J. Verrecchia
/s/ Paul Wolfowitz
- ---------------------------- Director October 17, 1997
Paul Wolfowitz
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.0 Specimen Common Stock certificate. (Incorporated by
reference to Exhibit 1.0 to the Corporation's Form 8
amendment dated January 11, 1993 to the Corporation's
Form 8-A dated June 25, 1971.)
5.0 Opinion of Phillip H. Waldoks, Esq.
24.1 Consent of Phillip H. Waldoks, Esq. (Included in
Exhibit 5.0)
24.2 Consent of Independent Auditors.
EXHIBIT 5.0
October 17, 1997
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, Rhode Island 02861
I am Senior Vice President--Corporate Legal Affairs and Secretary
of Hasbro, Inc., a Rhode Island corporation (the "Company"). In
connection with the issuance and sale from time to time by the Company
of up to 6,000,000 shares of common stock, par value $.50 per share,
of the Company (the "Common Stock") pursuant to the Company's Employee
Non-Qualified Stock Plan (the "Stock Plan") and an indeterminate
number of interests in deferred compensation accounts under the
Company's Non-Qualified Deferred Compensation Plan (the "Deferred
Compensation Plan" and together with the Stock Plan, the "Plans"), I
have examined and am familiar with originals or copies, certified or
otherwise identified to my satisfaction, of (i) the Registration
Statement on Form S-8 relating to an aggregate of 6,000,000 shares of
Common Stock and an indeterminate number of interests in Deferred
Compensation Plan accounts (the "Registration Statement"), (ii) the
Plans, as approved by the Compensation and Stock Option Committee of
the Board of Directors and the Board of Directors of the Company,
(iii) the Articles of Incorporation, as amended, and By-laws, as
amended, of the Company, (iv) resolutions of the Compensation and
Stock Option Committee of the Board of Directors and the Board of
Directors of the Company relating to the proposed issuance and
registration of an aggregate of 6,000,000 shares of Common Stock and
interests in Deferred Compensation Plan accounts, and (v) such other
documents as I have deemed necessary or appropriate as a basis for the
opinion set forth herein.
This opinion is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as
amended (the "Securities Act").
I am admitted to the Bar of the State of New York and the
following opinion is limited to the laws of that State, the Rhode
Island Business Corporation Act and the laws of the United States of
America to the extent applicable hereto.
Based upon the foregoing, I am of the opinion that:
(1) The 6,000,000 shares of Common Stock reserved for issuance
pursuant to the Stock Plan as of the date hereof (prior to any
adjustment for subsequent events pursuant to the Stock Plan) have been
duly authorized and, when so issued in accordance with the terms of
the Stock Plan, will be validly issued, fully paid and non-assessable;
and
(2) The obligations of the Company under the Deferred
Compensation Plan are binding obligations of the Company.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as Exhibit 5.0 to the Registration
Statement. I also consent to be named in the Registration Statement
under the heading "Interests of Named Experts and Counsel", however 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 Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/ Phillip H. Waldoks
----------------------
Phillip H. Waldoks
Senior Vice President--
Corporate Legal Affairs
and Secretary
EXHIBIT 24.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Hasbro, Inc.
We consent to the use of our reports included in or incorporated by
reference in the Hasbro, Inc. Annual Report on Form 10-K for the fiscal
year ended December 29, 1996, which is incorporated by reference herein.
/s/ KPMG PEAT MARWICK LLP
-------------------------
KPMG PEAT MARWICK LLP
Providence, Rhode Island
October 17, 1997