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): March 11, 2010
Hasbro, Inc.
(Exact name of registrant as specified in its charter)
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| Rhode Island
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1-6682
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05-0155090 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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| 1027 Newport Ave., Pawtucket, Rhode Island
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02862 |
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
o 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 March 11, 2010, Hasbro, Inc. (the “Company”) completed its previously reported offering of
$500,000,000 aggregate principal amount of 6.35% Notes due 2040 (the “Notes”). In connection with
the closing of the issuance and sale of the Notes, the Company entered into a third supplemental
indenture (the “Third Supplemental Indenture”) with The Bank of Nova Scotia Trust Company of New
York, as trustee, relating to the Notes. Copies of the Third Supplemental Indenture, including the
form of the Notes, are filed herewith as exhibits and incorporated by reference herein.
The Notes are senior unsecured debt obligations of the Company. There is no sinking fund for
the Notes. The Notes mature on March 15, 2040 and bear interest at a rate of 6.35% per annum. The
Company may redeem the Notes in whole at any time or in part from time to time, at its option at a
redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be
redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest accrued as of the date of
redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year
consisting of 30-day months) at the Treasury Rate (as defined in the Third Supplemental Indenture),
plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to the date of
redemption.
If the Company experiences a Change of Control Repurchase Event (defined as a change of
control combined with a below investment grade rating event), it will be required, unless it has
exercised its right to redeem the Notes, to offer to purchase the Notes at a purchase price equal
to 101% of their principal amount, plus accrued and unpaid interest thereon to the date of
purchase.
The preceding description of the Third Supplemental Indenture and the Notes is qualified in
its entirety by the Third Supplemental Indenture, including the form of the Notes, filed herewith
as exhibits.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On March 11, 2010, the Company issued a press release announcing the closing of its
public offering of the Notes. A copy of the press release is attached as Exhibit 99.1 hereto and is
incorporated by reference herein.
Item 8.01
Other Events.
In order to furnish certain exhibits for incorporation by reference into the Company’s
Registration Statement on Form S-3 (File No. 333-145947), previously filed with the Securities and
Exchange Commission, the Company is filing the Third Supplemental Indenture, the form of the Notes
and the opinion of Ropes & Gray LLP relating to the validity of the Notes as exhibits hereto.
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