SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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HASBRO, INC.
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(Exact name of issuer as specified in its charter)
Rhode Island 05-0155090
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1027 Newport Avenue
Pawtucket, Rhode Island 02862
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(Address of Principal (Zip Code)
Executive Offices)
HASBRO, INC. STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS AND
HASBRO, INC. STOCK INCENTIVE PERFORMANCE PLAN
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(Full title of plans)
PHILLIP H. WALDOKS, ESQ.
Senior Vice President--Corporate Legal Affairs
Hasbro, Inc.
32 West 23rd Street
New York, New York 10010
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(Name and address of agent for service)
(212) 645-2400
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Telephone number, including area code
of agent for service
Calculation of Registration Fee
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Title of Proposed
Securities Amount Proposed maximum aggre- Amount of
to be to be maximum offer- gate offering registra-
registered registered ing per unit (1) price (1) tion fee
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Common 4,450,000
stock shares (2) $33.125 $147,406,250 $50,829.74
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(1) Estimated solely for purposes of determining the registration fee.
(2) Of this amount, 150,000 shares are to be registered with respect to the
Hasbro, Inc. Stock Option Plan for Non-Employee Directors and 4,300,000
shares are to be registered with respect to the Hasbro, Inc. Stock Incentive
Performance Plan.
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 25, 1994 of Hasbro, Inc. (the "Corporation" or
the "Registrant");
(b) The Corporation's Quarterly Report on Form 10-Q for the
fiscal quarter ended April 2, 1995;
(c) The Corporation's Current Reports on Form 8-K dated
February 9, 1995 and April 20, 1995;
(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. Stock Option Plan For Non-Employee Directors and the
Hasbro, Inc. Stock Incentive Performance Plan (together, the "Plans") have
been passed upon by Phillip H. Waldoks, Esq., Senior Vice President--
Corporate Legal Affairs. As of the date of this Registration Statement, Mr.
Waldoks held options to purchase 58,475 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
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
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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
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Exchange Act Documents by Reference
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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
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filing of registration statement on Form S-8
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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
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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 May 17, 1995.
HASBRO, INC. (Registrant)
By: \s\ Alan G. Hassenfeld
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Alan G. Hassenfeld
Chairman of the Board,
President and Chief
Executive Officer
POWER OF ATTORNEY
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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 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
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\s\ Alan G. Hassenfeld Chairman of the Board, May 17, 1995
---------------------------- President, Chief Executive
Alan G. Hassenfeld Officer and Director
(Principal Executive Officer)
\s\ John T. O'Neil Executive Vice President and May 17, 1995
---------------------------- Chief Financial Officer
John T. O'Neill (Principal Financial and
Accounting Officer)
\s\ Barry J. Alperin
---------------------------- Director May 19, 1995
Barry J. Alperin
\s\ Alan R. Batkin
---------------------------- Director May 17, 1995
Alan R. Batkin
\s\ George R. Ditomassi, Jr.
---------------------------- Director May 18, 1995
George R. Ditomassi, Jr.
\s\ Harold P. Gordon
---------------------------- Director May 17, 1995
Harold P. Gordon
\s\ Alex Grass
---------------------------- Director May 19, 1995
Alex Grass
\s\ Sylvia K. Hassenfeld
---------------------------- Director May 19, 1995
Sylvia K. Hassenfeld
\s\ Claudine B. Malone
---------------------------- Director May 21, 1995
Claudine B. Malone
\s\ Morris W. Offit
---------------------------- Director May 23, 1995
Morris W. Offit
\s\ Norma T. Pace
---------------------------- Director May 17, 1995
Norma T. Pace
\s\ E. John Rosenwald, Jr.
---------------------------- Director May 19, 1995
E. John Rosenwald, Jr.
---------------------------- Director May , 1995
Carl Spielvogel
\s\ Henry Taub
---------------------------- Director May 18, 1995
Henry Taub
\s\ Preston Robert Tisch
---------------------------- Director May 18, 1995
Preston Robert Tisch
\s\ Alfred J. Verrecchia
---------------------------- Director May 18, 1995
Alfred J. Verrecchia
---------------------------- Director May , 1995
Paul Wolfowitz
EXHIBIT INDEX
Exhibit No. Description
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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
May 25, 1995
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, Rhode Island 02861
I am Senior Vice President--Corporate Legal Affairs 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 150,000 shares of common
stock, par value $.50 per share, of the Company (the "Common Stock") pursuant
to the Company's Stock Option Plan for Non-Employee Directors and up to
4,300,000 shares of Common Stock pursuant to the Company's Stock Incentive
Performance Plan (together 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
4,450,000 shares of Common Stock (the "Registration Statement"), (ii) the
Plans, as approved by the Compensation and Stock Option Committee of the
Board of Directors, the Board of Directors and the shareholders of the
Company, under which an aggregate of 4,450,000 shares of Common Stock may be
issued by 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, the Board of Directors and
the shareholders of the Company relating to the proposed issuance and
registration of an aggregate of 4,450,000 shares of Common Stock 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 the 4,450,000 shares
of Common Stock initially reserved for issuance pursuant to the Plans (prior
to any adjustment for subsequent events pursuant to the Plans) have been duly
authorized and, when so issued in accordance with the terms of the Plans,
will be validly issued, fully paid and non-assessable.
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
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Phillip H. Waldoks
Senior Vice President--
Corporate Legal Affairs
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 25, 1994, which is incorporated by reference herein.
\s\ KPMG PEAT MARWICK LLP
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KPMG PEAT MARWICK LLP
Providence, Rhode Island
May 25, 1995
