SEC Form S-8 filed by Hasbro Inc.

$HAS
Recreational Games/Products/Toys
Consumer Discretionary
Get the next $HAS alert in real time by email
S-8 1 hass-88012024.htm S-8 Document

As filed with the Securities and Exchange Commission on August 1, 2024
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, as amended
(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.  



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 31, 2023, filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on February 28, 2024.
 
 (b)All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to December 31, 2023.
 
 (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 second 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% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, 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 August 1, 2024.

                    HASBRO, INC.


                    By: /s/ Gina M. Goetter
                    Name: Gina M. Goetter
                    Title: Executive Vice President and Chief
                     Financial Officer
POWERS OF ATTORNEY
Each person whose signature appears below constitutes and appoints Christian P. Cocks, Gina M. Goetter 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.
SignatureTitleDate
/s/ Christian P. Cocks
Christian P. CocksDirector and Chief Executive Officer (Principal Executive Officer)August 1, 2024
/s/ Gina M. Goetter
Gina M. GoetterExecutive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)August 1, 2024
/s/ Hope F. Cochran
Hope F. CochranDirectorAugust 1, 2024
/s/ Lisa Gersh
Lisa GershDirectorAugust 1, 2024
/s/ Frank D. Gibeau
Frank D. GibeauDirectorAugust 1, 2024
/s/ Elizabeth Hamren
Elizabeth HamrenDirectorAugust 1, 2024
/s/ Darin S. Harris
Darin S. HarrisDirectorAugust 1, 2024




/s/ Blake J. Jorgensen
Blake J. JorgensenDirector
August 1, 2024
/s/ Owen Mahoney
Owen MahoneyDirectorAugust 1, 2024
/s/ Laurel Richie
Laurel RichieDirector
August 1, 2024
/s/ Richard S. Stoddart
Richard S. StoddartDirectorAugust 1, 2024
/s/ Mary Beth West
Mary Beth WestDirectorAugust 1, 2024





EXHIBIT INDEX

   
Exhibit
   No.   
  Description
  
4.1  
  
4.2  
  
4.3  
  
   
  
   
  
   
  
   
  
4.4  
  
 4.5
  
5.1  
  
23.1  
  
23.2  
  
24.1

107
  



Get the next $HAS alert in real time by email

Chat with this insight

Save time and jump to the most important pieces.

Recent Analyst Ratings for
$HAS

DatePrice TargetRatingAnalyst
9/16/2024$85.00 → $90.00Buy
BofA Securities
6/14/2024$70.00 → $80.00Neutral → Buy
BofA Securities
5/23/2024$61.00 → $74.00Neutral → Overweight
JP Morgan
4/25/2024$60.00 → $75.00Buy
Monness Crespi & Hardt
1/2/2024$60.00 → $53.00Buy → Neutral
DA Davidson
10/27/2023$90.00 → $53.00Buy → Neutral
BofA Securities
10/20/2023$62.00Neutral
Citigroup
9/27/2023$84.00Overweight
Morgan Stanley
More analyst ratings

$HAS
Press Releases

Fastest customizable press release news feed in the world

See more
  • Hasbro Is 'Playing to Win' at 2025 Toy Fair® With a Slate of New Product Reveals, Entertainment Announcements and Premier Collaborations

    Visit Hasbro Booth #3435 at the Javits Convention Center for a Spectacular Product Showcase Featuring BABY ALIVE, BEYBLADE, DUNGEONS & DRAGONS, FURBY, G.I. JOE, HASBRO GAMES and MONOPOLY, MAGIC: THE GATHERING, NANO-MALS, NERF, PEPPA PIG, PLAY-DOH, TRANSFORMERS, IRON MAN From Premier Collaboration Brand MARVEL, and More Watch Hasbro's Toy Fair Sizzle Video and Download Product Lookbook HERE Hasbro, a leading games, IP, and toy company, returns to the North American International Toy Fair® in New York (March 1-4, 2025) to reveal an extraordinary lineup of announcements. The trade show officially unveils new IPs like Nano-mals, a stylish new PLAY-DOH BARBIE collection from Hasbro's licensi

    $HAS
    Recreational Games/Products/Toys
    Consumer Discretionary
  • Hasbro Unveils All-New Toy Brand, Nano-mals, Electronic Interactive Pets That Encourage Nurture Play, Sensory Play and Self-expression

    Toy Fair® 2025 Attendees Can Get a First Look at the Nano-mals Product Lineup at Hasbro Booth #3435 Download Assets HERE Hasbro, a leading games, IP, and toy company, kicks off the North American International Toy Fair® in New York (March 1-4, 2025) by unveiling the magical new toy brand, Nano-mals, where handheld tech play meets nurture, sensory play and self-expression. These mini electronic companions, which double as interactive fidget toys, are pocket-sized and fit in the palm of your hand. They will squeak, giggle, and purr when you show them love by filling up their digital heart meter. Launching in Fall 2025, the mini friends are the cutest new must-have tech pet companions, wit

    $HAS
    Recreational Games/Products/Toys
    Consumer Discretionary
  • PEPPA PIG Is Going to Be a Big Sister...Again! Hasbro Reveals Mummy Pig Is Pregnant

    PEPPA PIG "THE BIG ANNOUNCEMENT" Assets Today, Hasbro, Inc. (NASDAQ:HAS), a leading games, IP and toy company, revealed "PIG" news for PEPPA PIG and family with the announcement that Mummy Pig is pregnant! After more than twenty years of inspiring confidence and connection in preschoolers and their parents, the legendary family of four is about to undergo an evolution that will change the storied PEPPA PIG brand and entertainment forever. The family's exciting expansion will be showcased in the PEPPA PIG The Big Announcement episode premiering at 9am EST / 9am PST on March 31, 2025, on Nickelodeon. This press release features multimedia. View the full release here: https://www.businesswi

    $HAS
    Recreational Games/Products/Toys
    Consumer Discretionary

$HAS
Analyst Ratings

Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

See more

$HAS
Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

See more

$HAS
SEC Filings

See more

$HAS
Leadership Updates

Live Leadership Updates

See more
  • Hasbro Announces Two New Leaders to Complete Executive Team

    John Hight Joins as President of Wizards of the Coast Holly Barbacovi Joins as Chief People Officer Hasbro, Inc. (NASDAQ:HAS), a leading toy and game company, today announced the appointment of two leaders to its Executive Leadership Team. John Hight will join as President of Wizards of the Coast and Digital Gaming, and Holly Barbacovi will take on the role of Chief People Officer. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20240717242929/en/John Hight (Photo: Business Wire) John Hight, a gaming industry titan, joins Hasbro as President of Wizards of the Coast and Digital Gaming. John previously served as Senior Vice Preside

    $HAS
    Recreational Games/Products/Toys
    Consumer Discretionary
  • LITTLEST PET SHOP CELEBRATES THE YEAR OF THE BOBBLE BY ENCOURAGING FANS ACROSS THE GLOBE TO 'BOBBLE TO THE BEAT'

    Following an Epic NYC Premiere Event, Basic Fun! Invites Fans Around the World to Unleash the Bobble with a Custom Song and Dance Challenge Inspired by the Pets BOCA RATON, Fla., April 4, 2024 /PRNewswire/ -- Today, LITTLEST PET SHOP, one of the most well-known collectible toy brands in history, released a call to action to fans around the world to 'unleash the bobble'. In celebration of the franchise's long-anticipated return to retail in January – this is sure to be the "Year of the Bobble"! Debuting last week with a pop-up performance at Toys"R"Us at Macy's Herald Square, Macy's flagship location in New York City, the Bobble to the Beat social campaign encourages kids and kidults alike to

    $HAS
    Recreational Games/Products/Toys
    Consumer Discretionary
  • Hasbro Announces Changes to Board of Directors

    Frank Gibeau, Darin Harris, and Owen Mahoney to join as newest Board members Tracy Leinbach, Linda Zecher Higgins and Michael Burns set to retire Alan Hassenfeld to step down as Emeritus Chairman Hasbro, Inc. (NASDAQ:HAS) ("Hasbro"), a leading toy and game company, today announced that Frank Gibeau, President of Zynga, Darin Harris, Chief Executive Officer of Jack in the Box Inc., and Owen Mahoney, former President and Chief Executive Officer of Nexon Co. Ltd., have been appointed to Hasbro's Board of Directors, effective March 21, 2024. "We are thrilled to have Frank, Darin, and Owen join our accomplished and diverse Board of Directors," said Rich Stoddart, Chair of Hasbro's Board

    $HAS
    Recreational Games/Products/Toys
    Consumer Discretionary

$HAS
Financials

Live finance-specific insights

See more
  • Hasbro Reports Fourth Quarter and Full Year 2024 Financial Results

    Company Reports Improved Profitability and Earnings Growth Issues 2025 Guidance and Declares Quarterly Dividend Hasbro, Inc. (NASDAQ:HAS), a leading games, IP, and toy company, today reported financial results for the fourth quarter and full year 2024. "I'm proud of our team for delivering what we promised in 2024: we grew in games and licensing, stepped up our operational efficiency, and vastly improved the performance of our toy business," said Chris Cocks, Hasbro's Chief Executive Officer. "In 2025, we're excited to bring a stellar lineup of toys and games to fans, expanding the reach of our IP through outstanding partnerships while we continue to focus on operational rigor and antici

    $HAS
    Recreational Games/Products/Toys
    Consumer Discretionary
  • Hasbro to Announce Fourth Quarter and Full Year 2024 Earnings on February 20, 2025

    Hasbro, Inc. (NASDAQ:HAS) announced today that the company's fourth quarter and full year financial results will be released before the market open on Thursday, February 20, 2025. Hasbro will webcast its fourth quarter and full year 2024 earnings conference call at 8:30 a.m. Eastern Time. Certain financial and statistical information included in the webcast, such as information required by Regulation G, will be available at the time of the webcast on Hasbro's Investor Relations website at https://investor.hasbro.com. The webcast and the accompanying presentation slides will be available to investors and the media on Hasbro's Investor Relations home page at https://investor.hasbro.com. A

    $HAS
    Recreational Games/Products/Toys
    Consumer Discretionary
  • Hasbro Reports Third Quarter 2024 Financial Results

    Maintains Full Year EBITDA Guidance & Declares Quarterly Dividend Hasbro, Inc. (NASDAQ:HAS), a leading toy and game company, today reported financial results for the third quarter 2024. "Outperformance within our gaming and licensing businesses in the third quarter highlights the strength in two of our highest profit areas," said Chris Cocks, Hasbro Chief Executive Officer. "Our key initiatives around digital, licensing and reinvigorating our product innovation are bearing fruit." "We continue to execute our turnaround efforts and are poised to finish the year with improved profitability, cash flow and operational rigor," said Gina Goetter, Hasbro's Chief Financial Officer. Third Quarte

    $HAS
    Recreational Games/Products/Toys
    Consumer Discretionary

$HAS
Large Ownership Changes

This live feed shows all institutional transactions in real time.

See more