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): October 31, 2005
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HASBRO, INC.
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(Exact name of registrant as specified in its charter)
RHODE ISLAND 1-6682 05-0155090
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(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
1027 NEWPORT AVE., PAWTUCKET, RHODE ISLAND 02862
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(Address of Principal Executive Offices) (Zip Code)
(401) 431-8697
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(Registrant's telephone number, including area code)
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))
Item 8.01. Other Events
On November 1, 2005 Hasbro issued a press release announcing that its
Chairman, Alan G. Hassenfeld, had entered into a variable share prepaid
forward contract covering 1,000,188 shares of Hasbro's common stock. The
press release has been furnished as Exhibit 99 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99 Press Release, dated November 1, 2005, of Hasbro, Inc.
SIGNATURES
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.
HASBRO, INC.
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(Registrant)
Date: November 1, 2005 By: /s/ David D.R. Hargreaves
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David D. R. Hargreaves
Senior Vice President and
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
HASBRO, INC.
Current Report on Form 8-K
Dated November 1, 2005
Exhibit Index
Exhibit
No. Exhibits
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99 Press Release, dated November 1, 2005, of Hasbro, Inc.
For Immediate Release | Contact: Karen A. Warren (Investor Relations) |
November 1, 2005 | 401-727-5401 |
Wayne S. Charness (News Media) | |
401-727-5983 |
Hasbro Announces a Variable Share Forward Contract on
Hasbro Stock by Chairman Alan G. Hassenfeld
PAWTUCKET, R.I. − (Business Wire) – November 1, 2005 – Hasbro, Inc. (NYSE: HAS) Hasbro today announced that Chairman Alan G. Hassenfeld entered into a variable share prepaid forward sale contract covering 1,000,188 shares of Hasbro’s common stock.
Mr. Hassenfeld is entering the variable forward sale for financial planning purposes, including to diversify his investment portfolio, realize liquidity in his significant holdings of Hasbro stock and provide funding against charitable pledges. The forward sale arrangement provides Mr. Hassenfeld with liquidity currently while allowing him to maintain certain voting and dividend rights, as well as the ability to participate in future stock price appreciation, during the term of the contract.
The variable forward sale is scheduled to settle in February 2008, at which time the actual number of shares to be delivered by Mr. Hassenfeld will be determined based on the price of the Company’s common stock, with the number not to exceed 1,000,188 shares. Subject to certain conditions, Mr. Hassenfeld can also elect to settle the forward sale contract in cash.
The variable forward sale contract does not apply to the remaining 4,795,490 shares of the Company’s stock held by Mr. Hassenfeld personally, the vested options he currently holds to acquire 1,563,334 shares of stock, the 680,480 shares held by the Hassenfeld Foundation or an aggregate of 9,474,874 shares held by four Hassenfeld family trusts, over which shares Mr. Hassenfeld has sole or shared voting power.
Mr. Hassenfeld has filed a Form 144, and will be filing a Form 4, with the Securities and Exchange Commission in connection with the variable forward sale contract.