As filed with the Securities and Exchange Commission on July 30, 2020
Registration No. 333–
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Hasbro, Inc.
(Exact name of registrant as specified in its charter)
| Rhode Island | 05-0155090 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
1027 Newport Avenue
Pawtucket, Rhode Island 02861
(Address of principal executive offices, including zip code)
Restated 2003 Stock Incentive Performance Plan
(Full title of the plan).
Tarrant Sibley
Executive Vice President, Chief Legal Officer and Corporate Secretary
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, Rhode Island 02861
(401) 431-8697
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||||||||
| Emerging growth company | ☐ | |||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee(2) | |||||||||||||||||||||||||
Common Stock, $0.50 par value per share | 5,350,000 shares | $72.275 | $386,671,250 | $50,190 | |||||||||||||||||||||||||
| (1) | In addition to the shares set forth in the table, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also covers such additional shares of common stock, $0.50 par value per share (“Common Stock”) as may be issued to prevent dilution from stock splits, stock dividends and similar transactions. | ||||||||||||||||||||||||||||
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h)(1) under the Securities Act of 1933, as amended. The price is based upon the average of the high and low prices of the Common Stock as reported by The NASDAQ Global Select Market on July 28, 2020. | ||||||||||||||||||||||||||||
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, 2019, filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on February 27, 2020. | |||||||
| (b) | All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to December 29, 2019. | |||||||
| (c) | The description of the Common Stock, $0.50 par value per share, contained in Item I of the Company’s Registration Statement on Form 8-A, filed with the Commission pursuant to Section 12 of the Exchange Act on December 20, 2010. | |||||||
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 which 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. | ||||
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. | ||||
The opinion of counsel filed as Exhibit 5.1 to this Registration Statement has been provided by Tarrant L. Sibley, Esq., an employee, in-house counsel and Executive Vice President and Chief Legal Officer of the Registrant. Mr. Sibley is a participant in the Company’s Restated 2003 Stock Incentive Performance Plan, as amended (the “Plan”), and as of the date of this Registration Statement, owns shares of Common Stock and holds contingent stock performance awards, restricted stock unit awards and options to purchase shares of Common Stock under the Plan.
| Item 6. | Indemnification of Directors and Officers. | ||||
The Registrant is incorporated in Rhode Island. Under Section 7-1.2-814 of the Rhode Island Business Corporation Act (“RIBCA”), a Rhode Island corporation has the power, under specified circumstances, to indemnify any individual made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was an officer or director if:
| • | he or she conducted himself or herself in good faith, | ||||||||||
| • | he or she reasonably believed, in the case of conduct in his or her official capacity with the corporation, that his or her actions were in the corporation’s best interests, and in all other cases, that his or her conduct was at least not opposed to the corporation’s best interests, | ||||||||||
| • | in criminal proceedings, he or she had no reasonable cause to believe that his or her conduct was unlawful, or | ||||||||||
| • | he or she engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation. | ||||||||||
The foregoing statement is subject to the detailed provisions of 7-1.2-814 of the RIBCA.
Article X of the amended and restated bylaws of the Registrant provides that the Registrant shall indemnify its directors and officers to the full extent permitted by Section 7-1.2-814 of the RIBCA, as the same may be amended from time to time.
Section 7-1.2-202 of the RIBCA 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 7-1.2-811 of the RIBCA, which relates to liability for unauthorized acquisitions or redemptions of, or dividends or distributions on, capital stock, or | ||||||||||
| • | for any transaction from which the director derived an improper personal benefit, unless said transaction is permitted by Section 7-1.2-807 of the RIBCA, which relates to director conflicts of interest. | ||||||||||
No provision eliminating or limiting the personal liability of a director will be effective with respect to causes of action arising prior to the inclusion of the provision in the articles of incorporation of the corporation.
Article Thirteenth of the Registrant’s restated articles of incorporation contains such a provision.
Section 7-1.2-814(i) of the RIBCA empowers a Rhode Island corporation to purchase and maintain insurance on behalf of any individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan, against any liability asserted against him or her and incurred by him or her in any corporate capacity or arising out of his or her status as a director, officer, employee, or agent of the corporation, whether or not the corporation would have the power to indemnify him or her against the 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. 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, | ||||||||||
| • | for actions or certain transactions from which the director derives an improper personal benefit, | ||||||||||
| • | relating to the director’s liability for accounting for profits under Section 16 of the Exchange Act, | ||||||||||
| • | 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. | ||||
The exhibits to this Registration Statement are listed in the exhibit index, which appears elsewhere herein and is incorporated herein by reference.
| 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 reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 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 Section 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. | |||||||
| (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. | |||||||
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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pawtucket, State of Rhode Island, on July 30, 2020.
HASBRO, INC.
By: /s/ Deborah M. Thomas
Name: Deborah M. Thomas
Title: Executive Vice President and Chief
Financial Officer
POWERS OF ATTORNEY
Each person whose signature appears below constitutes and appoints Brian D. Goldner, Deborah M. Thomas 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, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, 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, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | |||||||||
| /s/ Brian D. Goldner | |||||||||||
| Brian D. Goldner | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | July 30, 2020 | |||||||||
| /s/ Deborah M. Thomas | |||||||||||
| Deborah M. Thomas | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | July 30, 2020 | |||||||||
| /s/ John A. Frascotti | |||||||||||
| John A. Frascotti | President and Chief Operating Officer and Director | July 30, 2020 | |||||||||
| /s/ Kenneth A. Bronfin | |||||||||||
| Kenneth A. Bronfin | Director | July 30, 2020 | |||||||||
| /s/ Michael R. Burns | |||||||||||
| Michael R. Burns | Director | July 30, 2020 | |||||||||
| /s/ Hope F. Cochran | |||||||||||
| Hope F. Cochran | Director | July 30, 2020 | |||||||||
| /s/ Sir Crispin H. Davis | |||||||||||
| Sir Crispin H. Davis | Director | July 30, 2020 | |||||||||
| /s/ Lisa Gersh | |||||||||||
| Lisa Gersh | Director | July 30, 2020 | |||||||||
| /s/ Alan G. Hassenfeld | |||||||||||
| Alan G. Hassenfeld | Director | July 30, 2020 | |||||||||
| /s/ Tracy A. Leinbach | |||||||||||
| Tracy A. Leinbach | Director | July 30, 2020 | |||||||||
| /s/ Edward M. Philip | |||||||||||
| Edward M. Philip | Director | July 30, 2020 | |||||||||
| /s/ Richard S. Stoddart | |||||||||||
| Richard S. Stoddart | Director | July 30, 2020 | |||||||||
| /s/ Mary Beth West | |||||||||||
| Mary Beth West | Director | July 30, 2020 | |||||||||
| /s/ Linda K. Zecher | |||||||||||
| Linda K. Zecher | Director | July 30, 2020 | |||||||||
EXHIBIT INDEX
| Exhibit | Description | |||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 4.4 | ||||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
| 23.2 | ||||||||
| 24.1 | ||||||||
Exhibit 5.1
July 30, 2020
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, RI 02861
| Re: | Registration Statement on Form S-8 | ||||
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration Statement on Form S-8 (the “Registration Statement”) filed by Hasbro, Inc., a Rhode Island corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 5,350,000 shares of Common Stock, par value $0.50 per share, of the Company (the “Shares”). The Shares are issuable pursuant to the Company’s Restated 2003 Stock Incentive Performance Plan, as amended (the “Plan”).
I am the Executive Vice President and Chief Legal Officer of the Company and have advised the Company in connection with the filing of the Registration Statement. I have examined and relied upon a signed copy of the Registration Statement as filed with the Commission, including the exhibits thereto. I, or attorneys under my supervision, have also examined and relied upon the Restated Articles of Incorporation of the Company, as amended and in effect at all relevant times, the Amended and Restated Bylaws of the Company, as amended and in effect at all relevant times, and minutes of meetings of the stockholders and the Board of Directors of the Company and such other documents, corporate records, certificates of public officials and other instruments as I have deemed necessary or advisable for the purpose of rendering this opinion. In addition, I have relied as to certain matters on information obtained from public officials and officers of the Company.
In my examination of the foregoing documents, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as copies, the authenticity of the originals of such latter documents and the legal capacity of all signatories to such documents.
I express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the State of Rhode Island.
In rendering the opinion set forth below, I have assumed that each award agreement under which options, restricted stock, restricted stock units or other awards are granted pursuant to the Plan will be consistent with the Plan and will be duly authorized, executed and delivered by the parties thereto.
Based upon and subject to the foregoing, I am of the opinion that the Shares have been duly authorized and, when the Shares have been issued and sold, and the consideration therefor has been received by the Company, in accordance with the terms of the Plan, such Shares will be validly issued, fully paid and nonassessable.
Please note that I am opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and I disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, I do not hereby 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 Commission. It is understood that this opinion is to be used only in connection with the offer and sale of Shares while the Registration Statement is in effect.
| Very truly yours, | ||||||||
| By: | /s/ Tarrant Sibley | |||||||
| Tarrant Sibley, Executive Vice President and Chief Legal Officer | ||||||||
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors Hasbro, Inc.:
We consent to the use of our reports dated February 27, 2020 with respect to the consolidated balance sheets of Hasbro, Inc. and subsidiaries as of December 29, 2019 and December 30, 2018, and the related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests for each of the years in the three-year period ended December 29, 2019, and the related notes and financial statement schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial statements) and the effectiveness of internal control over financial reporting as of December 29, 2019, which reports appear in the December 29, 2019 annual report on Form 10-K of Hasbro, Inc. incorporated by reference herein.
Our report with respect to the consolidated financial statements refers to a change in the method of accounting for leases as of December 31, 2018 due to the adoption of Accounting Standards Update 2016-02, Leases (Topic 842) and Accounting Standards Update 2018-11, Leases (Topic 842): Targeted Improvements.
/s/ KPMG LLP
Providence, Rhode Island
July 30, 2020