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): January 17, 2006
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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 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On January 17, 2006, Hasbro, Inc. (the "Company") announced the
promotion of Brian Goldner to Chief Operating Officer. Mr. Goldner, age
42, had previously served as President of the Company's U.S. Toy Segment
since 2003. Prior thereto, Mr. Goldner served as President, U.S. Toys from
2001 to 2003.
The Company also announced that it is combining its US Toys and Games
segments into a single North American business, comprising operations in
Canada, Mexico and the United States. The Company's entire North American
operations will report to Mr. Goldner in his role as Chief Operating
Officer. Frank P. Bifulco, Jr., previously President of the Company's
Games Segment, will assume oversight of sales and distribution for the
Company's North American business as the Company's Chief Selling Officer.
Mr. Goldner is party to a change in control agreement with the
Company, dated March 18, 2000, in the form that has been filed as Exhibit
10(bb) to the Company's Annual Report on Form 10-K for the year ended
December 26, 2004. The change in control agreement comes into effect only
upon a "Change of Control," as defined therein, and continues for three
years after such date (the "Employment Period"). If, during the Employment
Period, Mr. Goldner's employment with the Company is involuntarily
terminated other than for "Cause," Mr. Goldner is entitled to his (a)
average annual salary for the five years preceding the Change of Control
plus (b) the greater of (x) the target bonus during the year of termination
and (y) the average annual bonus for the five years preceding the Change of
Control, in each case multiplied by three. In addition, the change in
control agreement permits Mr. Goldner to terminate his employment for "Good
Reason" at any time or for any reason during a 30-day period immediately
following the first anniversary of the Change of Control and receive the
above-described severance benefits. "Good Reason" includes diminution of
Mr. Goldner's responsibilities or compensation, relocation or purported
termination otherwise than as expressly permitted by the Change of Control
Agreements.
A copy of the January 17, 2006 press release announcing the promotion
of Mr. Goldner to Chief Operating Officer and the combining of the
Company's US Toys and Games segments is furnished as Exhibit 99 to this
Form 8-K.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99 Press Release, dated January 17, 2006, 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: January 18, 2006 By: /s/ David D.R. Hargreaves
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David D.R. Hargreaves
Senior Vice President and
Chief Financial Officer
Hasbro, Inc.
Current Report on Form 8-K
Dated January 18, 2006
Exhibit Index
Exhibit
No.
99 Press Release, Dated January 17, 2006, of Hasbro, Inc.