Registration No. 333-38159
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
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
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(Principal Executive Offices)
HASBRO, INC. EMPLOYEE NON-QUALIFIED STOCK PLAN
AND
HASBRO, INC. NON-QUALIFIED DEFERRED COMPENSATION PLAN
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(Title of Plans)
PHILLIP H. WALDOKS, ESQ.
Senior Vice President--Corporate
Legal Affairs and Secretary
Hasbro, Inc.
32 West 23rd Street
New York, New York 10010
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(Name and Address of Agent)
(212) 645-2400
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(Telephone Number of Agent)
<PAGE>
Calculation of Registration Fee
-------------------------------
Title of Proposed max- Proposed max-
Securities imum offer- imum aggre- Amount of
to be Amount to be ing price gate offering regis-
registered registered per unit price tion fee
- - - - - - - ------------ ------------------- ------------- -------------- ----------
Common Stock 9,000,000 shares(1) $33.375(2) $300,375,000(2) $83,504.25
(1) To be registered with respect to the Hasbro, Inc. Employee Non-Qualified
Stock Plan, as amended by Amendment No. 1 thereto.
(2) Estimated solely for purposes of determining the registration fee
pursuant to Rule 457(c).
PART II
Item 3. Information Required in the Registration Statement
The Registration Statement under the Securities Act of 1933 on Form S-8
of Hasbro, Inc. (the "Corporation" or the "Registrant"), file number
333-38159, filed with the Securities and Exchange Commission on October
17, 1997 is incorporated in this Post-Effective Amendment No. 2 to
Registration Statement by reference and shall be deemed a part hereof.
Item 8. Exhibits
5.0 Opinion of Phillip H. Waldoks, Esq.
23.1 Consent of Phillip H. Waldoks, Esq. (included in Exhibit
5.0).
23.2 Consent of Independent Auditors.
24.0 Power of Attorney (Incorporated by reference to signature page
of the Corporation's Registration Statement on Form S-8, dated
October 17, 1997.)
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<PAGE>
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 Post-
Effective Amendment No. 2 to 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 22, 1999.
HASBRO, INC. (Registrant)
By: /s/ Phillip H. Waldoks
-----------------------
Phillip H. Waldoks,
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 2 to 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 22, 1999
- - - - - - - ---------------------------- Chief Executive
Alan G. Hassenfeld Officer and Director
(Principal Executive Officer)
/s/ John T. O'Neill* Executive Vice President and April 22, 1999
- - - - - - - ---------------------------- Chief Financial Officer
John T. O'Neill (Principal Financial and
Accounting Officer)
/s/ Alan R. Batkin*
- - - - - - - ---------------------------- Director April 22, 1999
Alan R. Batkin
- - - - - - - ---------------------------- Director April , 1999
Herbert M. Baum
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<PAGE>
/s/ Harold P. Gordon*
- - - - - - - ---------------------------- Director April 22, 1999
Harold P. Gordon
/s/ Alex Grass*
- - - - - - - ---------------------------- Director April 22, 1999
Alex Grass
/s/ Sylvia K. Hassenfeld*
- - - - - - - ---------------------------- Director April 22, 1999
Sylvia K. Hassenfeld
/s/ Marie-Josee Kraviis Director April 22, 1999
- - - - - - - ----------------------------
Marie-Josee Kravis
- - - - - - - ---------------------------- Director April , 1999
Claudine B. Malone
/s/ Morris W. Offit*
- - - - - - - ---------------------------- Director April 22, 1999
Morris W. Offit
/s/ Norma T. Pace*
- - - - - - - ---------------------------- Director April 22, 1999
Norma T. Pace
/s/ E. John Rosenwald, Jr.*
- - - - - - - ---------------------------- Director April 22, 1999
E. John Rosenwald, Jr.
/s/Carl Spielvogel*
- - - - - - - ---------------------------- Director April 22, 1999
Carl Spielvogel
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<PAGE>
/s/ Preston Robert Tisch*
- - - - - - - ---------------------------- Director April 22, 1999
Preston Robert Tisch
/s/ Alfred J. Verrecchia*
- - - - - - - ---------------------------- Director April 22, 1999
Alfred J. Verrecchia
/s/ Paul Wolfowitz*
- - - - - - - ---------------------------- Director April 22, 1999
Paul Wolfowitz
*/s/ Phillip H. Waldoks
- - - - - - - ----------------------------
Phillip H. Waldoks
Attorney-in-fact
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- - - - - - - ----------- -----------
5.0 Opinion of Phillip H. Waldoks, Esq.
23.1 Consent of Phillip H. Waldoks, Esq. (Included in
Exhibit 5.0)
23.2 Consent of Independent Auditors.
24.0 Power of Attorney (Incorporated by reference to
signature page of the Corporation's Registration
Statement on Form S-8, dated October 17, 1997.)
EXHIBIT 5.0
May 5, 1999
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, Rhode Island 02861
I am Senior Vice President - Corporate Legal Affairs and Secretary 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 9,000,000
additional shares of common stock, par value $.50 per share, of the Company
(the "Common Stock") pursuant to Amendment No. 1 (the "Amendment") to the
Company's Employee Non-Qualified Stock Plan (the "Plan"), I have examined and
am familiar with originals or copies, certified or otherwise identified to my
satisfaction, of (i) Post-Effective Amendment No. 2 to the Registration
Statement on Form S-8 relating to an additional 9,000,000 shares of Common
Stock (the "Post-Effective Amendment"), (ii) the Amendment, as approved by
the Compensation and Stock Option Committee of the Board of Directors of 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 and the Board of Directors of the
Company relating to the proposed issuance and registration of an additional
9,000,000 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 additional
9,000,000 shares of Common Stock reserved for issuance pursuant to the Plan
as of the date hereof (prior to any adjustment for subsequent events pursuant
to the Plan) have been duly authorized and, when so issued in accordance with
the terms of the Plan, will be validly issued, fully paid and non-assessable.
<PAGE>
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.0 to the Post-Effective Amendment. I also
consent to be named in the Post-Effective Amendment 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
-----------------------
Phillip H. Waldoks
Senior Vice President -
Corporate Legal Affairs
and Secretary
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EXHIBIT 23.2
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 27, 1998, which is incorporated by reference herein.
/s/ KPMG LLP
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KPMG LLP
Providence, Rhode Island
May 5, 1999
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