SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HASBRO, INC.
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(Exact name of registrant as specified in its charter)
Rhode Island 05-0155090
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(State of Incorporation (IRS Employer
or Organization) Identification No.)
1027 Newport Avenue, Pawtucket, Rhode Island 02861
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective pursuant Act and is effective pursuant
to General Instruction A.(c), to General Instruction A.(d),
please check the following please check the following
box. (X) box. ( )
Securities Act registration statement file number to which this form
relates: N/A
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
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Preference Stock Purchase New York Stock Exchange, Inc.
Rights (Pursuant to Rights
Agreement dated as of
June 16, 1999)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On June 16, 1999, the Board of Directors of Hasbro, Inc. (the
"Company") declared a dividend distribution of one Right for each
outstanding share of common stock, par value $.50 per share, of the Company
("Common Stock"). The distribution is payable to the shareholders of
record at the close of business on June 30, 1999. Each Right entitles the
registered holder to purchase from the Company one ten-thousandth of a
share of a new series of the Company's preference stock designated as
Series C Junior Participating Preference Stock ("Preference Stock") at a
price of $140.00 per one ten-thousandth of a share, subject to adjustment
under certain circumstances (the "Purchase Price"). The description and
terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Company and BankBoston, N.A., as Rights Agent (the
"Rights Agent").
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. Subject to certain exceptions specified
in the Rights Agreement, the Rights will separate from the Common Stock and
a "Distribution Date" will occur upon the earlier of (i) 10 business days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the
"Stock Acquisition Date"), other than as a result of repurchases of stock
by the Company or (ii) 10 business days (or such later date as the Board
shall determine) following the commencement of a tender offer or exchange
offer that would result in a person or group becoming an Acquiring Person.
Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common
Stock certificates, (ii) new Common Stock certificates issued after the
Record Date will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any certificates for
Common Stock outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate. Pursuant
to the Rights Agreement, the Company reserves the right to require prior to
the occurrence of a Triggering Event (as defined below) that, upon any
exercise of Rights, a number of Rights be exercised so that only whole
shares of Preference Stock will be issued.
The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (Boston, Massachusetts time) on June 30, 2009 (the
"Expiration Date"), unless such date is extended or the Rights are earlier
redeemed or exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights. Except as
otherwise determined by the Board of Directors, only shares of Common Stock
issued prior to the Distribution Date will be issued with Rights.
In the event that a Person becomes an Acquiring Person, except
pursuant to an offer for all outstanding shares of Common Stock determined
by at least a majority of the independent directors to be at a price which
is fair and not inadequate and to otherwise be in the best interests of the
Company and its shareholders, after receiving advice from one or more
investment banking firms (a "Qualified Offer"), each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock (or, in
certain circumstances, cash, property or other securities of the Company)
having a value equal to two times the Purchase Price of the Right.
Notwithstanding any of the foregoing, following the occurrence of the event
set forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned
by any Acquiring Person will be null and void. However, Rights are not
exercisable following the occurrence of the event set forth above until
such time as the Rights are no longer redeemable by the Company as set
forth below.
For example, at a Purchase Price of $140.00 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following
an event set forth in the preceding paragraph would entitle its holder to
purchase $280.00 worth of Common Stock (or other consideration, as noted
above) for $140.00. Assuming that the Common Stock had a per share value
of $35.00 at such time, the holder of each valid Right would be entitled to
purchase 8 shares of Common Stock for $280.00.
In the event that, on or at any time after a Stock Acquisition
Date, the Company (i) engages in a merger or other business combination
transaction in which the Company is not the surviving corporation (other
than with an entity which acquired the shares pursuant to a Qualified
Offer), (ii) the Company engages in a merger or other business combination
transaction in which the Company is the surviving corporation and any
shares of the Company's Common Stock are changed into or exchanged for
other securities or assets or (iii) 50% or more of the assets, cash flow or
earning power of the Company and its subsidiaries (taken as a whole) are
sold or transferred, each holder of a Right (except Rights that have
previously been voided as set forth above) shall thereafter have the right
to receive, upon the exercise thereof at the then current exercise price of
the Right, that number of shares of common stock of the acquiring Company
which at the time of such transaction would have a market value (determined
as provided in the Rights Agreement) of two times the Purchase Price of the
Right. The events set forth in this paragraph and in the second preceding
paragraph are referred to as the "Triggering Events."
At any time prior to the earlier of the close of business on the
tenth business day after a Stock Acquisition Date or the Final Expiration
Date, the Company may redeem the rights in whole, but not in part, at a
price of $.01 per Right, payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors (the "Redemption
Price"). Promptly upon the action of the Board of Directors of the Company
electing to redeem the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption Price. The
foregoing notwithstanding, in the event that a majority of the Board of
Directors of the Company is elected by shareholder action by written
consent, or is comprised of persons elected at a meeting of shareholders
who were not nominated by the Board of Directors in office immediately
prior to such meeting, then the Rights shall not be redeemed if such
redemption is reasonably likely to have the purpose or effect of allowing
any person to become an Acquiring Person or otherwise facilitate the
occurrence of a Triggering Event or transaction with an Acquiring Person,
for a period of one hundred eighty (180) days following the effectiveness
of such election.
At any time after a person becomes an Acquiring Person and prior
to the acquisition by such person or group of fifty percent (50%) or more
of the outstanding Common Stock, the Board may exchange the Rights (other
than Rights owned by such person or group which shall have become void), in
whole or in part, for Common Stock at an exchange ratio of one share of
Common Stock, or one ten-thousandth of a share of Preference Stock (or of a
share of a class or series of the Company's preference stock having
equivalent rights, preferences and privileges), per Right (subject to
adjustment).
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to shareholders or to the
Company, shareholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Company or for common stock of the
acquiring company or in the event of the redemption of the Rights as set
forth above.
Any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date.
After the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, to make changes which
do not adversely affect the interests of holders of Rights, or to shorten
or lengthen any time period under the Rights Agreement. The foregoing
notwithstanding, no amendment may be made at such time as the Rights are
not redeemable.
Each share of Common Stock of the Company outstanding at the
close of business on June 30, 1999, will receive one Right. So long as the
Rights are attached to the Common Stock, one additional Right (as such
number may be adjusted pursuant to the provisions of the Rights Agreement)
shall be deemed to be delivered for each share of Common Stock issued or
transferred by the Company in the future. In addition, following the
Distribution Date and prior to the expiration or redemption of the Rights,
the Company may issue Rights when it issues Common Stock only if the Board
deems it to be necessary or appropriate, or in connection with the issuance
of shares of Common Stock pursuant to the exercise of stock options or
under employee plans or upon the exercise, conversion or exchange of
certain securities of the Company. Sixty thousand shares of Preference
Stock are initially reserved for issuance upon exercise of the Rights.
The Rights may have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to
acquire the Company in a manner which causes the Rights to become discount
Rights unless the offer is conditional on a substantial number of Rights
being acquired. The Rights, however, should not affect any prospective
offeror willing to make an offer at a price that is fair and not inadequate
and otherwise in the best interest of the Company and its shareholders.
The Rights should not interfere with any merger or other business
combination approved by the Board since the Board may, at its option, at
any time until ten days following the Stock Acquisition Date redeem all but
not less than all the then outstanding Rights at the Redemption Price.
The Rights Agreement, dated as of June 16, 1999, between the
Company and BankBoston, N.A., as Rights Agent, specifying the terms of the
Rights is attached hereto as an exhibit and is incorporated herein by
reference. The foregoing description of the Rights is qualified in its
entirety by reference to such exhibit.
ITEM 2. EXHIBITS.
1 Rights Agreement, dated as of June 16, 1999, between Hasbro, Inc.
and BankBoston, N.A., as Rights Agent, including the form of
Certificate of Designations for the Series C Junior Participating
Preference Stock as Exhibit A, the form of Rights Certificate as
Exhibit B and the Summary of Rights to Purchase Preference Stock
as Exhibit C. Pursuant to the Rights Agreement, printed Rights
Certificates will not be mailed until after the Distribution Date
(as such term is defined in the Rights Agreement) (Incorporated
by reference to Exhibit No. 4 to the Current Report on Form 8-K
of Hasbro, Inc. dated June 16, 1999).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: June 24, 1999 HASBRO, INC.
By: /s/ Phillip H. Waldoks
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Name: Phillip H. Waldoks
Title: Senior Vice President -
Corporate Legal Affairs
and Secretary
EXHIBIT INDEX
Exhibit Description Page
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1 Rights Agreement, dated as of June 16, 1999,
between Hasbro, Inc. and BankBoston, N.A., as
Rights Agent, including the form of Certificate
of Designations for the Series C Junior
Participating Preference Stock as Exhibit A,
the form of Rights Certificate as Exhibit B and
the Summary of Rights to Purchase Preference
Stock as Exhibit C. Pursuant to the Rights
Agreement, printed Rights Certificates will not
be mailed until after the Distribution Date (as
such term is defined in the Rights Agreement)
(Incorporated by reference to Exhibit No. 4 to
the Current Report on Form 8-K of Hasbro, Inc.
dated June 16, 1999).
