-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, El/U5AL8sjnl37yVYMudHq/o4QrXbZ1Xsre2pkdj/Gi/pmdVuSRW++CHkOkY+u7O edBgUT/PY4OphlTsmTr1EA== 0000046080-99-000007.txt : 19990623 0000046080-99-000007.hdr.sgml : 19990623 ACCESSION NUMBER: 0000046080-99-000007 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990505 EFFECTIVENESS DATE: 19990505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HASBRO INC CENTRAL INDEX KEY: 0000046080 STANDARD INDUSTRIAL CLASSIFICATION: 3944 IRS NUMBER: 050155090 STATE OF INCORPORATION: RI FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-10404 FILM NUMBER: 99611017 BUSINESS ADDRESS: STREET 1: 1027 NEWPORT AVE STREET 2: P O BOX 1059 CITY: PAWTUCKET STATE: RI ZIP: 02861 BUSINESS PHONE: 4014318697 FORMER COMPANY: FORMER CONFORMED NAME: HASBRO BRADLEY INC DATE OF NAME CHANGE: 19850814 FORMER COMPANY: FORMER CONFORMED NAME: HASBRO INDUSTRIES INC DATE OF NAME CHANGE: 19840917 FORMER COMPANY: FORMER CONFORMED NAME: HASSENFELD BROTHERS INC DATE OF NAME CHANGE: 19720615 S-8 POS 1 S-8 DOCUMENT 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 -------------------------------------------------- (Principal Executive Offices) HASBRO, INC. EMPLOYEE NON-QUALIFIED STOCK PLAN AND HASBRO, INC. NON-QUALIFIED DEFERRED COMPENSATION PLAN ------------------------------------------------------ (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 --------------------------- (Name and Address of Agent) (212) 645-2400 --------------------------- (Telephone Number of Agent) 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.) -2- SIGNATURES ---------- The Registrant -------------- 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 -3- /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 -4- /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 -5- 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.) EX-5 2 EXHIBIT 5 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. 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 -2- EX-23 3 EXHIBIT 23.2 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 ------------- KPMG LLP Providence, Rhode Island May 5, 1999 2 -----END PRIVACY-ENHANCED MESSAGE-----