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): September 12, 2007
Hasbro, Inc.
(Exact name of registrant as specified in its charter)
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Rhode Island
(State or other jurisdiction
of incorporation)
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1-6682
(Commission File Number)
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05-0155090
(IRS Employer
Identification No.) |
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1027 Newport Ave., Pawtucket, Rhode Island
(Address of principal executive offices)
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02862
(Zip Code) |
Registrant’s telephone number, including area code: (401) 431-8697
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))
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements as defined by United States securities laws
that involve inherent risks and uncertainties. These statements relate to an uncompleted
securities offering. These statements are subject to completion of the securities offering.
Completion of the securities offering requires, among other things, the satisfaction or waiver of
the conditions to closing specified in the underwriting agreement, including the absence of a
material adverse change to Hasbro, Inc., and other customary conditions. Therefore, actual
outcomes and results may differ materially from what is expressed in those statements. The
forward-looking statements contained in this report speak only as of the date hereof, and Hasbro,
Inc. will not undertake efforts to revise those forward-looking statements to reflect events after
this date.
Item 8.01. Other Events.
On September 12, 2007, Hasbro, Inc. (the “Company”) entered into an underwriting agreement
(the “Underwriting Agreement”) with Banc of America Securities LLC and Citigroup Global Markets
Inc., as representatives of the several underwriters named in Schedule I thereto (collectively, the
“Underwriters”) pursuant to which the Company agreed to sell and the Underwriters agreed to
purchase, upon the terms and subject to the conditions set forth therein, $350 million aggregate
principal amount of 6.30% Notes due 2017. The notes will be issued under the indenture with The
Bank of Nova Scotia Trust Company of New York, as trustee, dated March 15, 2000, as supplemented by
a supplemental indenture to be executed on September 17, 2007, the expected closing date of the
issuance of the notes.
The Company plans to use the proceeds from the sale of the notes to repay all outstanding
amounts under its revolving credit facility and for general corporate and working capital purposes.
In order to furnish certain exhibits for incorporation by reference into the Registration
Statement on Form S-3 of the Company, previously filed with Securities and Exchange Commission
(File No. 333-145947), the Company is filing the Underwriting Agreement as Exhibit 1.1 to such
Registration Statement.
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