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 4, 2008
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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 8.01 Other Events
On January 4, 2008 Hasbro, Inc. ("Hasbro") and Cranium, Inc., a Washington
corporation ("Cranium") issued a press release announcing that Hasbro, along
with Sunshine Acquisition Corporation, which is a wholly-owned subsidiary of
Hasbro ("Acquisition Subsidiary"), had entered into an Agreement and Plan of
Reorganization (the "Merger Agreement") with Cranium. The press release is
furnished as an exhibit to this Current Report on Form 8-K and is incorporated
herein.
Pursuant to the Merger Agreement, Acquisition Subsidiary will merge with
and into Cranium, and Cranium will become a wholly-owned subsidiary of Hasbro.
The consummation of the transactions contemplated by the Merger Agreement is
subject to specified closing conditions, including the approval of Cranium's
shareholders and obtaining necessary consents. Pursuant to the Merger
Agreement, Hasbro will pay a base purchase price of $77.5 million in cash,
which amount is subject to adjustment either up or down based upon the value of
Cranium's net assets on the closing date. The purchase price will be divided
between repayment of Cranium's outstanding debt and payment to Cranium's
shareholders.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99 Press Release, dated January 4, 2008, 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 4, 2008 By: /s/ Deborah Thomas Slater
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Deborah Thomas Slater
Senior Vice President and
Controller
Hasbro, Inc.
Current Report on Form 8-K
Dated January 4, 2008
Exhibit Index
Exhibit
No.
99 Press Release, Dated January 4, 2008, of Hasbro, Inc.