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 29, 2013

 

Hasbro, Inc.

(Exact name of registrant as specified in its charter)

 

 

Registrant's telephone number, including area code:   (401) 431-8697

 

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))

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Item 2.02 Results of Operations and Financial Condition.

On October 21, 2013 Hasbro, Inc. (the "Company") issued a press release reporting its earnings for the quarter ended September 29, 2013 (the "Earnings Release").  Subsequent to issuing the Earnings Release, late on the afternoon of October 29, 2013 the Company received the ruling of the arbitrator in an arbitration between the Company and a licensor to the Company.

 

On October 31, 2013 the Company issued a press release announcing that the Company had received the arbitrator's ruling, that the Company strongly disagrees with the ruling, that the Company is considering all possible appeals and challenges to the award, and that the Company anticipated taking an additional charge to its earnings for the quarter ended September 29, 2013 in connection with this ruling.  The Earnings Release contains forward-looking statements which are subject to the risks and uncertainties discussed in the release.  A copy of the October 31, 2013 press release is attached hereto as Exhibit 99.1.

 

The information furnished in this Item 2.02, including the Exhibit attached hereto,  shall not be deemed "filed" for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing.

Item 7.01 Regulation FD Disclosure.

On October 21, 2013 Hasbro, Inc. (the "Company") issued a press release reporting its earnings for the quarter ended September 29, 2013 (the "Earnings Release").  Subsequent to issuing the Earnings Release, late on the afternoon of October 29, 2013 the Company received the ruling of the arbitrator in an arbitration between the Company and a licensor to the Company.

On October 31, 2013 the Company issued a press release announcing that the Company had received the arbitrator's ruling, that the Company strongly disagrees with the ruling, that the Company is considering all possible appeals and challenges to the award, and that the Company anticipated taking an additional charge to its earnings for the quarter ended September 29, 2013 in connection with this ruling.  The Earnings Release contains forward-looking statements which are subject to the risks and uncertainties discussed in the release.  A copy of the October 31, 2013 press release is attached hereto as Exhibit 99.1.

The information furnished in this Item 7.01, including the Exhibit attached hereto,  shall not be deemed "filed" for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing.

(d)  Exhibits

99.1

Hasbro, Inc. Press Release, dated October 31, 2013.

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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 on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

Exhibit 99.1

Hasbro Announces Decision Issued in Licensor Arbitration

Pawtucket, RI, October 31, 2013 -- Hasbro, Inc. (NASDAQ:HAS) today announced a decision has been issued in an arbitration between the Company and one of its licensors.

Hasbro previously disclosed that an inventor had brought claims against the Company based on two license agreements between the parties. One license agreement related to certain products included in Hasbro's SUPER SOAKER product line. The other agreement related to certain products included in Hasbro's NERF product line. The inventor licensor, Johnson Research, claimed that the license agreements required the payment of royalties by the Company on a significantly greater number of products in each of those respective product lines than the Company believed was the case.

The claims related to the NERF products were pursued by the licensor in binding arbitration in Atlanta, Georgia, as was required by the license. The licensor made a demand for arbitration in February of 2013, seeking damages related to claimed non-payment of royalties on certain NERF products for the years 2007 through 2012.  The licensor's claims related to the SUPER SOAKER products are not subject to binding arbitration and are the subject of a separate complaint filed by the inventor in February of 2013 in the United States District Court for the Northern District of Georgia.

The arbitration hearing with respect to the NERF claims took place in August of 2013. Late on the afternoon of October 29, 2013, the arbitrator issued his ruling in the NERF arbitration.  The arbitrator awarded a total of $72,932,686, including damages, interest, fees and expenses, to the licensor.  Hasbro strongly disagrees with the arbitrator's ruling and is considering all possible appeals and challenges to the award.

In accordance with applicable accounting requirements, the Company anticipates taking an additional charge to its earnings for the fiscal quarter ended September 29, 2013 in connection with this ruling.   The Company is currently assessing the impact of this to the third quarter results and it will be reflected in its Form 10-Q for the period ended September 29, 2013.

About Hasbro, Inc.

Hasbro (NASDAQ: HAS) is a branded play company dedicated to fulfilling the fundamental need for play for children and families through the creative expression of the Company's world class brand portfolio, including TRANSFORMERS, MONOPOLY, PLAY-DOH, MY LITTLE PONY, MAGIC: THE GATHERING, NERF and LITTLEST PET SHOP.  From toys and games, to television programming, motion pictures, digital gaming and a comprehensive licensing program, Hasbro strives to delight its global customers with innovative play and entertainment experiences, in a variety of forms and formats, anytime and anywhere. The Company's Hasbro Studios develops and produces television programming for more than 170 markets around the world, and for the U.S. on Hub Network, part of a multi-platform joint venture between Hasbro and Discovery Communications (NASDAQ: DISCA, DISCB, DISCK). Through the Company's deep commitment to corporate social responsibility, including philanthropy, Hasbro is helping to build a safe and sustainable world for future generations and to positively impact the lives of millions of children and families every year. It has been recognized for its efforts by being named one of the "World's Most Ethical Companies" and is ranked as one of Corporate Responsibility Magazine's "100 Best Corporate Citizens." Learn more at www.hasbro.com.

© 2013 Hasbro, Inc. All Rights Reserved.

HAS-IR

Caution Concerning Forward-Looking Statements

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