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): August 30, 2005
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HASBRO, INC.
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(Exact name of registrant as specified in its charter)
RHODE ISLAND 1-6682 05-0155090
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(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
1027 NEWPORT AVE., PAWTUCKET, RHODE ISLAND 02862
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(Address of Principal Executive Offices) (Zip Code)
(401) 431-8697
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(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.
Effective on August 30, 2005 Hasbro, Inc. ("Hasbro" or the "Company")
entered into a Chairmanship Agreement (the "Agreement") with Alan G.
Hassenfeld. Mr. Hassenfeld has served as an employee of Hasbro for 35
years, most recently serving as an employee Chairman of the Board of
Directors since 1989. Mr. Hassenfeld is also a greater than five percent
shareholder of Hasbro. The Agreement provides for Mr. Hassenfeld's
transition from an employee Chairman of the Board to a non-employee
Chairman of the Board. Pursuant to the Agreement, Mr. Hassenfeld will
continue to serve as an employee Chairman of Hasbro until December 31, 2005
(the "Transition Date"). During this period, Mr. Hassenfeld will continue
to receive his current salary ($1,000,000 annualized) and other employee
benefits. Mr. Hassenfeld will also remain eligible to receive a management
bonus for 2005, any such bonus award being made in the sole discretion of
the Company's Compensation and Stock Option Committee.
On the Transition Date, Mr. Hassenfeld will cease to be an employee of
the Company and his employee salary, bonus and other employee benefits will
cease, provided that Mr. Hassenfeld will retain all of his vested
retirement benefits provided under Hasbro's retirement plans, as well as
all other retirement benefits generally made available to retired employees
under other plans and programs. Following the Transition Date, Mr.
Hassenfeld will serve as the non-employee Chairman of the Board for an
initial three-year term beginning January 1, 2006 and ending on December
31, 2008 (the "Chairmanship Period"). Thereafter, Mr. Hassenfeld's
agreement is subject to renewal for additional one-year periods unless he
or the Board provide notice of the intent not to renew at least six months
prior to the end of the then current term. Mr. Hassenfeld's continued
service as the non-employee Chairman of the Board will be contingent upon
his annual reelection to the Board of Directors by the Company's
shareholders.
During the Chairmanship Period, the Chairman shall provide leadership
to the Board by, among other things, working with the Chief Executive
Officer, the Presiding Director and the Corporate Secretary to set Board
calendars, determine agendas for Board meetings, ensure proper flow of
information to Board members, facilitate effective operation of the Board
and its Committees, help promote Board succession planning and the
recruitment and orientation of new directors, address issues of director
performance, assist in consideration and Board adoption of the Company's
strategic plan and annual operating plans, and help promote senior
management succession planning. In addition, the Chairman will assist the
Company's Chief Executive Officer by advising on Board-related issues,
helping to develop programs and actions to reinforce Hasbro's core values,
providing leadership in the development of the Company's corporate social
responsibility strategy, acting as a Company spokesperson on issues of
corporate social responsibility, and representing the Company at industry
conferences, as appropriate.
Mr. Hassenfeld will receive a retainer during the Chairmanship Period
of $300,000 per year (the "Chairmanship Retainer") and will be eligible to
receive Board meeting fees, equity grants and such other benefits
(excluding the general non-employee Board retainer, which Mr. Hassenfeld
will not receive) as may be provided from time to time to the other non-
employee members of the Company's Board of Directors. During the
Chairmanship Period Mr. Hassenfeld will also be provided with an office,
support services and expense reimbursement pursuant to an agreed budget.
As of the Transition Date, Mr. Hassenfeld will be eligible to begin
receiving a retirement pension benefit payable in regular monthly
installments during his remaining lifetime. This annual pension benefit,
payable in a single-life annuity, will be $814,500 a year until Mr.
Hassenfeld reaches the age of 65. Thereafter, the annual pension benefit
will be $796,800. These pension benefit payments include all pension
benefits previously accrued by Mr. Hassenfeld as an employee of the
Company. In the event of Mr. Hassenfeld's death, the pension benefits
described in the preceding sentences would be payable in an actuarially
equivalent joint and survivor form to Mr. Hassenfeld's spouse. In
addition, by virtue of his ongoing service as Chairman of the Board, Mr.
Hassenfeld's outstanding stock options will continue to vest, in accordance
with their terms, during the time that Mr. Hassenfeld serves as a non-
employee Chairman.
In the event that Mr. Hassenfeld's service as a non-employee Chairman
ends due to his resignation, death, disability, or failure to be reelected
to the Board by the Company's shareholders, or in the event that Hasbro
terminates Mr. Hassenfeld's service as Chairman for Cause (as defined in
the Agreement), Mr. Hassenfeld's compensation as a non-employee Chairman,
including the Chairmanship Retainer and any additional compensation
provided to non-employee directors, would cease immediately. If Mr.
Hassenfeld's service as Chairman is terminated by Hasbro without Cause
during the Chairmanship Period, Mr. Hassenfeld would be entitled to receive
the Chairmanship Retainer payable for the remaining time of the
Chairmanship Period. In the case of termination resulting from disability,
failure to be reelected, or without Cause by Hasbro, Mr. Hassenfeld would
continue to receive his retirement benefits described above as well.
The Agreement contains certain post-Chairmanship restrictions on Mr.
Hassenfeld, including a two-year non-competition agreement and provisions
protecting Hasbro's confidential information. The Agreement also provides
that Mr. Hassenfeld retains, until December 31, 2005, any benefits to which
he may become entitled under his existing Change in Control agreement.
A copy of the August 30, 2005 press release, announcing the January 1,
2006 retirement of Mr. Hassenfeld as an employee of the Company, is
attached to this report as Exhibit 99.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99 Press Release, dated August 30, 2005, of Hasbro, Inc.
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.
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(Registrant)
Date: August 30, 2005 By: /s/ Alfred J. Verrecchia
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Alfred J. Verrecchia
President and Chief Executive Officer
(Duly Authorized Officer)
Hasbro, Inc.
Current Report on Form 8-K
Dated August 30, 2005
Exhibit Index
Exhibit
No.
99 Press Release, Dated August 30, 2005, of Hasbro, Inc.