As filed with the Securities and Exchange Commission on November 4, 2019
Registration No. 333220331
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Hasbro, Inc.
(Exact name
of registrant as specified in its charter)
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Rhode Island
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05-0155090
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1027 Newport Avenue
Pawtucket, Rhode Island 02861
(401) 431-8697
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
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, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Craig F.
Arcella
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth
Avenue
New York, New York 10019
(212) 474-1000
Approximate date of
commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities
being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment
plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under
the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☒
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated
filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered(1)
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price
Per Share(1)
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Maximum
Aggregate
Offering Price(1)
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Amount of
Registration
Fee(1)
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Common Stock, par value $0.50 per share
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Total
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(1)
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Pursuant to Form S-3 General Instructions II.E information is not
required to be included. An indeterminate amount of the securities of the class identified is being registered as may from time to time be offered hereunder at indeterminate prices. Pursuant to Rule 416 under the Securities Act of 1933, as amended
(the Securities Act), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or pursuant to anti-dilution provisions of any of the securities. In
accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of all registration fees and will pay the registration fees subsequently in advance or on a pay as you go basis.
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