As filed with the Securities and Exchange Commission on October 27, 2003
Registration No. 333-_______
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UNITED STATES
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.
(Exact name of registrant as specified in its charter)
RHODE ISLAND 05-0155090
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1027 NEWPORT AVENUE, PAWTUCKET, RHODE ISLAND 02862
(Address of principal executive offices, including zip code)
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HASBRO, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN
(Full title of the plan)
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Barry Nagler
Senior Vice President and General Counsel
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, Rhode Island 02862
(401) 431-8697
(Name, address and telephone number, including area code, of agent for service)
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Please send copies of all communications to:
Keith F. Higgins, Esq.
Ropes & Gray LLP
One International Place
Boston, MA 02110
617-951-7000
617-951-7050 (facsimile)
CALCULATION OF REGISTRATION FEE
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee
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Deferred Compensation $ 10,000,000 100% $10,000,000 $809.00
Obligations(1)
(1) The Deferred Compensation Obligations are general unsecured obligations
of Hasbro, Inc. to pay deferred compensation in the future in
accordance with the terms of the Hasbro, Inc. Nonqualified Deferred
Compensation Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Hasbro, Inc. (the "Registrant") hereby incorporates the following
documents herein by reference:
(a) The Registrant's latest annual report on Form 10-K for the
fiscal year ended December 29, 2002, filed with the Securities
and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on March 28, 2003.
(b) All other reports filed with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act subsequent to
December 29, 2002.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by reference from
the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
With respect to the Hasbro, Inc. Nonqualified Deferred Compensation
Plan (the "Plan"), the securities being registered represent obligations (the
"Obligations") of the Registrant or its subsidiaries, if applicable, to pay to
the participants (the "Participants") in the Plan upon their retirement,
termination of employment with the Registrant or in such other circumstances
specified under the Plan, salary and/or annual bonus, the receipt of which the
Participants have elected to defer. The Obligations may also represent amounts
that the Registrant or subsidiary is required to credit to a Participant's
account under the Plan. Each Participant's account will be periodically adjusted
to reflect hypothetical gains and losses based on a notional investment in one
or more investment alternatives specified under the Plan. One such investment
alternative is the Registrant's common stock, par value $0.50 per share, and
others currently include an S&P 500 index fund and various portfolios of money
market securities, debt securities and other types of securities. The Registrant
or its subsidiaries, if applicable, may also make discretionary contributions to
a Participant's account. The Obligations are payable in cash in a lump-sum
distribution or in installments, as determined in accordance with the terms of
the Plan.
The Obligations are unsecured general obligations of the Registrant or
other obligor and are merely an unfunded and unsecured promise to pay money in
the future. Participants and their beneficiaries have no legal or equitable
rights in any assets of the Registrant or any other obligor. The Obligations are
not subject to sale, assignment, transfer, pledge, anticipation or mortgage and
cannot otherwise be encumbered, transferred, alienated or conveyed in advance of
payment, except that each Participant may designate one or more beneficiaries to
receive benefits upon his or her death. In addition, prior to payment, the
Obligations are not subject to seizure, attachment or garnishment for the
payment of any debts owed by a Participant or any other person and are not
transferable by operation of law in the event of a Participant's or any other
person's bankruptcy or insolvency.
There is no trading market for the Obligations. The Obligations are not
convertible into any other security of the Registrant. On at least an annual
basis, the Registrant or other obligor, if any, transfers assets to a trust
established by the Registrant (in an amount determined by the Registrant or
other obligor in its sole discretion) which serves as a source of funds from
which Plan obligations may be satisfied.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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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 these persons were made parties by
reason of the fact that these persons are or were directors, officers, employees
or agents, if:
- these persons shall have acted in good faith,
- they reasonably believed that their actions were in the best interests
of the corporation, if the proceeding involves conduct in an official
capacity with the corporation, or not opposed to the best interests of
the corporation, if the proceeding involves conduct other than in an
official capacity with the corporation, and
- in criminal proceedings, they 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 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 the
provision shall not eliminate or limit the liability of a director:
- for any breach of the director's duty of loyalty to the corporation or
its shareholders,
- for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,
- under Section 7-1.1-43 of the Rhode Island Business Corporation Act,
which relates to liability for unauthorized acquisitions or redemptions
of, or dividends or distribution on, capital stock, or
- for any transaction from which the director derived an improper
personal benefit, unless said transaction is permitted by Section
7-1.1-37.1 of the Rhode Island Business Corporation Act, which relates
to director conflicts of interest.
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 of 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. This indemnification excludes claims:
- covered by the Registrant's directors and officers liability insurance
policy,
- for which the director is otherwise indemnified or reimbursed,
- 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,
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- relating to the director's liability for accounting for profits under
Section 16 of the Securities Exchange Act of 1934, as amended,
- in respect of remuneration, if found unlawful, and
- 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
4.1 Hasbro, Inc. Amended and Restated Nonqualified Deferred
Compensation Plan.
4.2 (a) Restated Articles of Incorporation of the Company.
(Incorporated by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the period ended July 2,
2000, File No. 1-6682.)
(b) Amendment to Articles of Incorporation, dated June
28, 2000. (Incorporated by reference to Exhibit 3.4 to the
Company's Quarterly Report on Form 10-Q for the period ended
July 2, 2000, File No. 1-6682.)
(c) Amendment to Articles of Incorporation, dated May 19,
2003. (Incorporated by reference to Exhibit 3.3 to the
Company's Quarterly Report on Form 10-Q for the period ended
June 29, 2003, File No. 1-6682.)
(d) Certificate of Designations of Series C Junior
Participating Preference Stock of Hasbro, Inc. dated June 29,
1999. (Incorporated by reference to Exhibit 3.2 to the
Company's Quarterly Report on Form 10-Q for the period ended
July 2, 2000, File No. 1-6682.)
(e) Certificate of Vote(s) authorizing a decrease of
class or series of any class of shares. (Incorporated by
reference to Exhibit 3.3 to the Company's Quarterly Report on
Form 10-Q for the period ended July 2, 2000, File No.
1-6682.)
4.3 Amended and Restated Bylaws of the Company, as amended.
(Incorporated by reference to Exhibit 3.4 to the Company's
Quarterly Report on Form 10-Q for the period ended June 29,
2003, File No. 1-6682.)
4.4 (a) Rights Agreement, dated as of June 16, 1999, between
the Company and Fleet National Bank (the Rights Agent).
(Incorporated by reference to Exhibit 4 to the Company's
Current Report on Form 8-K dated as of June 16, 1999.)
(b) First Amendment to Rights Agreement, dated as of
December 4, 2000, between the Company and the Rights Agent.
(Incorporated by reference to Exhibit 4(f) to the Company's
Annual Report on Form 10-K for the Fiscal Year Ended December
31, 2000, File No. 1-6682.)
5.1 Opinion of Ropes & Gray LLP.
23.1 Consent of KPMG LLP.
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23.2 Consent of Ropes & Gray LLP (included in the opinion filed as
Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page in Part
II).
ITEM 9. UNDERTAKINGS.
(a) 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, as amended (the "Securities Act");
(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. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of a prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
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)
above shall not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d)
of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment 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.
(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) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the
Securities 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 Securities Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that 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 Pawtucket, State of Rhode Island, on this 27th
day of October, 2003.
HASBRO, INC.
By: /s/ David D. R. Hargreaves
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Name: David D. R. Hargreaves
Title: Senior Vice President and
Chief Financial Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
David D. R. Hargreaves, Barry Nagler and Tarrant L. Sibley, and each of them
singly, his or her true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 to be
filed by Hasbro, Inc., and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
* * * *
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Alfred J. Verrecchia President, Chief Executive Officer and Director October 27, 2003
--------------------------------------- (Principal Executive Officer)
Alfred J. Verrecchia
/s/ David D. R. Hargreaves Senior Vice President and Chief Financial Officer October 27, 2003
--------------------------------------- (Principal Financial and Accounting Officer)
David D. R. Hargreaves
/s/ Alan G. Hassenfeld Chairman of the Board October 27, 2003
---------------------------------------
Alan G. Hassenfeld
/s/ Basil L. Anderson Director October 27, 2003
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Basil L. Anderson
/s/ Alan R. Batkin Director October 27, 2003
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Alan R. Batkin
/s/ Frank J. Biondi, Jr. Director October 27, 2003
---------------------------------------
Frank J. Biondi, Jr.
/s/ E. Gordon Gee Director October 27, 2003
---------------------------------------
E. Gordon Gee
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/s/ Jack M. Greenberg Director October 27, 2003
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Jack M. Greenberg
/s/ Claudine B. Malone Director October 27, 2003
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Claudine B. Malone
/s/ Edward M. Philip Director October 27, 2003
---------------------------------------
Edward M. Philip
/s/ E. John Rosenwald, Jr. Director October 27, 2003
---------------------------------------
E. John Rosenwald, Jr.
/s/ Eli J. Segal Director October 27, 2003
---------------------------------------
Eli J. Segal
/s/ Carl Spielvogel Director October 27, 2003
---------------------------------------
Carl Spielvogel
/s/ Paula Stern Director October 27, 2003
---------------------------------------
Paula Stern
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EXHIBIT INDEX
4.1 Hasbro, Inc. Amended and Restated Nonqualified Deferred Compensation
Plan.
4.2 (a) Restated Articles of Incorporation of the Company. (Incorporated by
reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
for the period ended July 2, 2000, File No. 1-6682.)
(b) Amendment to Articles of Incorporation, dated June 28, 2000.
(Incorporated by reference to Exhibit 3.4 to the Company's Quarterly
Report on Form 10-Q for the period ended July 2, 2000, File No.
1-6682.)
(c) Amendment to Articles of Incorporation, dated May 19, 2003.
(Incorporated by reference to Exhibit 3.3 to the Company's Quarterly
Report on Form 10-Q for the period ended June 29, 2003, File No.
1-6682.)
(d) Certificate of Designations of Series C Junior Participating
Preference Stock of Hasbro, Inc. dated June 29, 1999. (Incorporated by
reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q
for the period ended July 2, 2000, File No. 1-6682.)
(e) Certificate of Vote(s) authorizing a decrease of class or series of
any class of shares. (Incorporated by reference to Exhibit 3.3 to the
Company's Quarterly Report on Form 10-Q for the period ended July 2,
2000, File No. 1-6682.)
4.3 Amended and Restated Bylaws of the Company, as amended. (Incorporated
by reference to Exhibit 3.4 to the Company's Quarterly Report on Form
10-Q for the period ended June 29, 2003, File No. 1-6682.)
4.4 (a) Rights Agreement, dated as of June 16, 1999, between the Company
and Fleet National Bank (the Rights Agent). (Incorporated by reference
to Exhibit 4 to the Company's Current Report on Form 8-K dated as of
June 16, 1999.)
(b) First Amendment to Rights Agreement, dated as of December 4, 2000,
between the Company and the Rights Agent. (Incorporated by reference to
Exhibit 4(f) to the Company's Annual Report on Form 10-K for the Fiscal
Year Ended December 31, 2000, File No. 1-6682.)
5.1 Opinion of Ropes & Gray LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit
5.1).
24.1 Powers of Attorney (included on the signature page in Part II).
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