UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 17, 2009
-------------------------
HASBRO, INC.
--------------------
(Exact name of registrant as specified in its charter)
RHODE ISLAND 1-6682 05-0155090
-------------- ------------ -------------------
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
1027 NEWPORT AVE., PAWTUCKET, RHODE ISLAND 02862
------------------------------------------ -------------------
(Address of Principal Executive Offices) (Zip Code)
(401) 431-8697
-------------------------------
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On February 17, 2009, Hasbro, Inc. ("Hasbro"), entered into a license
agreement and associated arrangements (collectively the "Extension License
Agreement") with Marvel Characters B.V. ("Marvel Characters"), a subsidiary of
Marvel Entertainment, Inc., and, solely with respect to characters based on
movies and television shows featuring Spider-Man and produced by Sony Pictures
Entertainment Inc., with Spider-Man Merchandising L.P. (the "LP", and together
with Marvel Characters, the "Licensor").
Pursuant to the Extension License Agreement, Hasbro's existing license
from the Licensor, which was expected to expire on December 31, 2011 (subject
to a limited extension for certain events), has been extended through December
31, 2017. The period from the end of the current license agreement between the
Licensor and Hasbro, to December 31, 2017, is referred to hereafter as the
"Extended License Term". If the Licensor and its studio licensees do not
release a minimum of eight qualifying theatrical releases during the Extended
License Term, at least four of which are based on the Spider-Man or Iron Man
properties, then the Extended License Term will run through December 31, 2018.
The intellectual property covered by the Extension License Agreement is
comprised of all Marvel Classic Characters, and to the extent that the Licensor
owns or controls the associated rights, all Marvel Movie Characters and Marvel
Animated and Live-Action Television Characters, as such properties are defined
in the Extension License Agreement (collectively the "Licensed Properties").
Under the Extension License Agreement, Hasbro has an exclusive license to
utilize the Licensed Properties during the Extended License Term for purposes
of manufacturing, promoting, selling and distributing products in a number of
licensed categories, including: action figures, flying action figures, feature
plush, puzzles and board games, non-costume/non-dress up action and role-play
weapons and accessories, NERF branded sporting goods and blasters, water guns
and water cannons, PLAYSKOOL branded pre-school toys, TITANIUM die-cast figures
and vehicles and ATTACKTIX figures for Hasbro's ATTACKTIX tactics game, all as
such categories are defined in the Extension License Agreement. Hasbro's
license from the Licensor is worldwide, with the exclusion of Japan.
Marvel Characters has agreed to provide Hasbro with creative services with
respect to the concept for, and marketing of, the licensed products. The
Licensor has review and approval rights over licensed merchandise and
associated marketing efforts. The Extension License Agreement further provides
for minimum marketing and product offering commitments.
The Extension License Agreement calls for payments by Hasbro to the
Licensor based upon specified percentages of Hasbro's net sales of different
categories of licensed product. The Extension License Agreement provides for
$100 million in guaranteed royalties. Of this amount, $50 million is due
within five business days of signing the Extension License Agreement, and the
remaining $50 million is due 12 months after the release of the final movie
subject to the parties' current license agreement, but in no event later than
December 31, 2013. The guaranteed royalties under the Extension License
Agreement can be increased by up to an additional $140 million in the aggregate
based upon the release of specified numbers of qualifying theatrical releases
during the Extended License Term.
On February 17, 2009, Hasbro and the Licensor issued a press release
announcing the Extension License Agreement. A copy of this press release is
furnished as Exhibit 99 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99 Press Release, dated February 17, 2009
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HASBRO, INC.
------------
(Registrant)
Date: February 18, 2009 By: /s/ David D.R. Hargreaves
--------------------------
David D.R. Hargreaves
Chief Operating Officer and
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
Hasbro, Inc.
Current Report on Form 8-K
Dated February 18, 2009
Exhibit Index
Exhibit No. Exhibits
99 Press Release, dated February 17, 2009