View:
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. RETIREMENT SAVINGS PLAN
-----------------------------------------------------
(Title of Plan)
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
---------------------------
(Telephone Number of Agent)
Calculation of Registration Fee
-------------------------------
Title of Proposed Proposed
Securities Amount to maximum offer- maximum aggre- Amount of
to be be regis- ing price per gate offering registra-
registered tered(1)(2) unit (3) price (3) tion fee
- ---------- ---------- -------------- -------------- ----------
Common 4,448,000 $16.1875 $72,002,000 $19,008.53
stock shares
- --
(1) In addition, pursuant to Rule 416(c), this registration statement also
covers an indeterminate number of interests to be offered or sold
pursuant to the Hasbro, Inc. Retirement Savings Plan (the "Plan").
(2) Plus such additional number of shares as may be required pursuant to the
Plan in the event of a stock dividend, stock split or other similar
event.
(3) Estimated solely for purposes of determining the registration fee
pursuant to Rule 457(c), based on the average of the high and low
sales prices of the Common Stock on the New York Stock Exchange on
April 4, 2000.
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 26,
1999 of Hasbro, Inc. (the "Corporation" or the "Registrant"); and
(b) 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 4, 1999.
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 of such documents.
Any statement contained in a document incorporated or deemed
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities
Not applicable
Item 5. Interests of Named Experts and Counsel
Not applicable
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 Specimen Common Stock certificate.
23 Consent of Independent Auditors.
The registrant hereby undertakes to submit the Plan and
any amendment thereto to the Internal Revenue Service ("IRS")
in a timely manner and will make all changes required by the IRS
in order to qualify the plan under Section 401 of the Internal
Revenue Code and to maintain such qualification.
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
-------------------------------------------------------
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
----------
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 April 6, 2000.
HASBRO, INC. (Registrant)
By: /s/ Alan G. Hassenfeld
----------------------
Alan G. Hassenfeld
Chairman of the Board
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 each of Harold P. Gordon, David D.R. Hargreaves,
Alfred J. Verrecchia, 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, April 6, 2000
- ---------------------------- Chief Executive
Alan G. Hassenfeld Officer and Director
(Principal Executive Officer)
/s/ Alfred J. Verrecchia Executive Vice President, April 6, 2000
- ---------------------------- Global Operations and
Alfred J. Verrecchia Chief Financial Officer and
Director (Principal Financial
and Accounting Officer)
/s/ Alan R. Batkin
- ---------------------------- Director April 6, 2000
Alan R. Batkin
/s/ Herbert M. Baum
- ---------------------------- Director April 6, 2000
Herbert M. Baum
/s/ E. Gordon Gee
- ---------------------------- Director April 6, 2000
E. Gordon Gee
/s/ Harold P. Gordon
- ---------------------------- Director April 6, 2000
Harold P. Gordon
/s/ Alex Grass
- ---------------------------- Director April 6, 2000
Alex Grass
/s/ Sylvia K. Hassenfeld
- ---------------------------- Director April 6, 2000
Sylvia K. Hassenfeld
/s/ Marie-Josee Kravis
- ---------------------------- Director April 6, 2000
Marie-Josee Kravis
/s/ Norma T. Pace
- ---------------------------- Director April 6, 2000
Norma T. Pace
/s/ E. John Rosenwald, Jr.
- ---------------------------- Director April 6, 2000
E. John Rosenwald, Jr.
/s/ Carl Spielvogel
- ---------------------------- Director April 6, 2000
Carl Spielvogel
/s/ Preston Robert Tisch
- ---------------------------- Director April 6, 2000
Preston Robert Tisch
/s/ Paul Wolfowitz
- ---------------------------- Director April 6, 2000
Paul Wolfowitz
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4 Specimen Common Stock certificate.
23 Consent of Independent Auditors.
The registrant hereby undertakes to submit the Plan and
any amendment thereto to the Internal Revenue Service ("IRS")
in a timely manner and will make all changes required by the IRS
in order to qualify the plan under Section 401 of the Internal
Revenue Code and to maintain such qualifications.
EXHIBIT 4
[FRONT OF CERTIFICATE]
[MR. MONOPOLY LOGO]
FBU
COMMON STOCK
COMMON STOCK
HASBRO, INC. (A Rhode Island Corporation)
THIS CERTIFICATE IS TRANSFERABLE
IN BOSTON, MA OR NEW YORK, NY
CUSIP 418056 10 7
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE OF
50[cents] EACH OF
Hasbro, Inc. Transfers of these shares will be registered on the books of the
Corporation maintained for that purpose upon presentation of this Certificate
appropriately endorsed. This Certificate is not valid unless countersigned and
registered by the Transfer Agent and Registrar.
Witness the seal of the Corporation and the signatures of its duly
authorized officers.
Dated:
/s/ Phillip H. Waldoks
SECRETARY
[IMAGE OF CORPORATE SEAL]
HASBRO, INC.
Incorporated
1926
Rhode Island
/s/ Alan G. Hassenfeld
CHAIRMAN OF THE BOARD
COUNTERSIGNED AND REGISTERED:
Fleet National Bank
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
[REVERSE OF CERTIFICATE]
HASBRO, INC.
This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in a Rights Agreement between Hasbro, Inc. (the
"Corporation") and the Rights Agent thereunder (the "Rights Agreement"), the
terms of which are hereby incorporated herein by reference and a copy of which
is on file at the principal offices of the Corporation. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. The Corporation will mail to the holder of this certificate a copy
of the Rights Agreement, as in effect on the date of mailing, without charge,
promptly after receipt of a written request therefor. Under certain
circumstances set forth in the Rights Agreement, Rights issued to, or held by,
any Person who is, was or becomes an Acquiring Person or any Affiliate or
Associate thereof (as such terms are defined in the Rights Agreement), whether
currently held by or on behalf of such Person or by any subsequent holder, may
become null
and void.
The Corporation will furnish to any shareholder upon request and without
charge, a full statement of the designations, preferences, limitations, and
relative rights of the shares of each class of its capital stock authorized to
be issued, which statement shall include a description of the authority of the
board of directors to fix and determine the relative rights and preferences of
the shares of any series of Preference Stock authorized to
be issued and the variations in the relative rights and preferences between the
shares of each such series so far as the same have been fixed and determined.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT - Custodian
(Cust) (Minor)
under Uniform Gifts to Minors
Act
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated,
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER. THE SIGNATURE SHOULD BE
GUARANTEED BY A BROKERAGE FIRM OR A FINANCIAL INSTITUTION THAT IS A MEMBER OF A
SECURITIES APPROVED MEDALLION PROGRAM, SUCH AS SECURITIES TRANSFER AGENTS
MEDALLION PROGRAM (STAMP), STOCK EXCHANGES MEDALLION PROGRAM (SEMP) OR NEW YORK
STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM (MSP).
EXHIBIT 23
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 26, 1999,
which is incorporated by reference herein.
/s/ KPMG LLP
-------------------
KPMG LLP
Providence, Rhode Island
April 5, 2000