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 6, 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 1.01 Entry into a Material Definitive Agreement.
On January 6, 2006, Hasbro, Inc. ("Hasbro"), entered into a license
agreement and associated arrangements (collectively the "Agreement") with
Marvel Characters, Inc. ("Marvel Characters"), a subsidiary of Marvel
Entertainment, Inc. ("Marvel Entertainment"), Marvel Entertainment and,
solely with respect to characters based on movies and television shows
featuring Spider-Man and produced by Sony Pictures Entertainment Inc., with
Spider-Man Merchandising L.P. (the "LP", and together with Marvel
Characters, the "Licensor").
Pursuant to the Agreement, Hasbro has acquired a license to utilize
certain intellectual property for purposes of manufacturing, promoting,
selling and distributing products in the following licensed categories:
action figures, Marvel Super Hero Kids pre-school figures, puzzles and
board games, non-costume/non-dress up action and role-play weapons and
accessories, TITANIUM die-cast figures and vehicles and ATTACKTIX figures
for the ATTACKTIX tactics game, all as such categories are defined in the
Agreement. Subject to Hasbro's compliance with the terms of the Agreement,
the Licensor will not, during the term of the Agreement, grant to any other
party, nor shall the Licensor or their affiliates utilize, the right to
sell or distribute products based on the licensed intellectual property in
the categories of action figures and non-costume/non-dress up action and
role-play weapons and accessories. The Agreement grants Hasbro rights
worldwide, with the exclusion of Japan, China, Hong Kong, Taiwan and Korea.
The licensed intellectual property is comprised of all Marvel Classic
Characters, the Marvel Super Hero Kids pre-school interpretation of the
Marvel Universe, and to the extent that the Licensor owns or controls the
associated merchandising rights, all Marvel Movie Characters and Marvel
Animated and Live-Action Television Characters, as such properties are
defined in the Agreement.
The Agreement allows for retail sales of the licensed product
commencing January 1, 2007. The term of the Agreement is expected to
expire on December 31, 2011, but is subject to limited extension (not in
any event to extend beyond December 31, 2013) for certain events, including
if the Licensor does not release a minimum of either (i) five non-Spider-
Man qualifying theatrical releases or (ii) four non-Spider-Man qualifying
theatrical releases and one qualifying television animated broadcast series
during the term. The effectiveness of the Agreement is conditioned upon
fulfillment of all requirements under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the "HSR Act").
Marvel Entertainment has agreed to provide Hasbro with creative
services with respect to the concept for, and marketing of, the licensed
products. The Licensor has review and approval rights over licensed
merchandise and associated marketing efforts. The Agreement further
provides for minimum marketing and product offering commitments.
The Agreement calls for payments by Hasbro to the Licensor and Marvel
Entertainment based upon specified percentages of Hasbro's net sales of
different categories of licensed product, with a minimum aggregate
guaranteed payment of $205 million over the term of the Agreement, provided
that the Licensor releases two qualifying Spider-Man movies. The payment of
the $205 million in guaranteed fees is due as follows: (i) $100 million
upon expiration of the waiting period under the HSR Act, (ii) $70 million
upon national release in the United States of the third Spider-Man movie,
and (iii) $35 million upon the national release in the United States of the
fourth Spider-Man movie.
On January 9, 2006, Hasbro and Marvel Entertainment issued a press
release announcing the Agreement. A copy of this press release is
furnished as Exhibit 99 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99 Press Release, dated January 9, 2006
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 10, 2006 By: /s/ David D. R. Hargreaves
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David D. R. Hargreaves
Senior Vice President and
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
Hasbro, Inc.
Current Report on Form 8-K
Dated January 10, 2006
Exhibit Index
Exhibit No. Exhibits
99 Press Release, dated January 9, 2006