SEC Form S-8 filed by Sphere Entertainment Co.

As filed with the Securities and Exchange Commission on December 13, 2024

Registration No. 333-   

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

Registration Statement

Under

The Securities Act of 1933

 

 

SPHERE ENTERTAINMENT CO.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		84-3755666
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

Two Pennsylvania Plaza

New York, New York 10121

(Address of principal executive offices, including zip code)

2020 Employee Stock Plan, as amended

(Full title of each plan)

Mark C. Cresitello

Senior Vice President, Deputy General Counsel and Secretary

Two Pennsylvania Plaza

New York, New York 10121

(Name and address of agent for service)

(725) 258-0001

(Telephone number, including area code, of agent for service)

 

 

With a copy to:

Robert W. Downes, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

(212) 558-4000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

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: ☐

 

 

 

EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by Sphere Entertainment Co., a Delaware corporation (the “Registrant”), to register an additional 3,100,000 shares of the Registrant’s Class A common stock, par value $0.01 per share (“Class A Common Stock,”), issuable under the Registrant’s 2020 Employee Stock Plan, as amended (the “Plan”). The Board of Directors of the Registrant approved the Plan on September 30, 2024, and on December 9, 2024, the Plan was approved by the Registrant’s stockholders at the Registrant’s annual meeting.

In accordance with General Instruction E to Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 registering 3,000,000 shares of Class A Common Stock issuable under the Plan and previously filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2020 (File No. 333-237718), the Registrant’s Registration Statement on Form S-8 registering an additional 1,038,714 shares of Class A Common Stock under the Plan and previously filed with the SEC on July 9, 2021 (File No. 333-257817), the Registrant’s Registration Statement on Form S-8 registering an additional 1,500,000 shares of Class A Common Stock under the Plan and previously filed with the SEC on December 6, 2022 (File No. 333-268682), and the Registrant’s Registration Statement on Form S-8 registering an additional 4,000,000 shares of Class A Common Stock under the Plan and previously filed with the SEC on December 8, 2023 (File No. 333-275946), including any amendments thereto or filings incorporated therein, are hereby incorporated by reference herein, except as amended hereby.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

All information required by Part I to be contained in the prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the Registrant are incorporated herein by reference (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):

 

(a)		Description of Capital Stock (incorporated by reference to Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2023 filed with the SEC on August 22, 2023);
(b)		The Registrant’s Annual Report on Form 10-K for the year ended June 30, 2024 filed with the SEC on August 14, 2024;
(c)		The Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the SEC on November 12, 2024; and
(d)		The Registrant’s Current Reports on Form 8-K filed with the SEC on July 2, 2024, July  3, 2024, August  26, 2024, August  30, 2024, October  8, 2024, October  11, 2024, November  12, 2024, November  26, 2024 and December 10, 2024.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein to be a part hereof from the date of filing of such documents (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules).

 

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ITEM 8.		EXHIBITS.

 

Exhibit Number		Exhibit
4.1		Amended and Restated Certificate of Incorporation of Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp.) (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on April 23, 2020).
4.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp.), dated April 20, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 24, 2023).
4.3		Amended By-Laws  of Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp.), dated April 20, 2023 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form  8-K filed on April 24, 2023).
4.4		Registration Rights Agreement, dated as of April  3, 2020, by and among Sphere Entertainment Co. (formerly MSG Entertainment Spinco, Inc.) and The Charles F. Dolan Children Trusts (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 23, 2020).
4.5		Registration Rights Agreement, dated as of April  3, 2020, by and among Sphere Entertainment Co. (formerly MSG Entertainment Spinco, Inc.) and The Dolan Family Affiliates (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on April 23, 2020).
4.6		Registration Rights Agreement, dated as of January  13, 2010, by and among MSG Networks Inc. (formerly known as The Madison Square Garden Company) and the Charles F. Dolan Children Trusts (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021 filed on August 23, 2021).
4.7		Registration Rights Agreement, dated as of January  13, 2010, by and among MSG Networks Inc. (formerly known as The Madison Square Garden Company) and the Dolan Family Affiliates (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021 filed on August 23, 2021).
4.8		2020 Employee Stock Plan, as amended (incorporated herein by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on October 24, 2024).
5		Opinion of Mark C. Cresitello.
23.1		Consent of Deloitte & Touche LLP.
23.2		Consent of Mark C. Cresitello (contained in the Opinion filed as Exhibit 5).
24		Power of Attorney (set forth on the signature page).
107		Filing Fee Table.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on this 13^th day of December, 2024.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Each person whose signature appears below hereby authorizes Laura Franco, Mark C. Cresitello and Gregory Brunner to file one or more amendments, including Post-Effective Amendments, to this Registration Statement, which Amendments may make such changes as any of them deems appropriate, and each person whose signature appears below, individually and in each capacity stated below, hereby appoints Laura Franco, Mark C. Cresitello and Gregory Brunner as Attorney-in-Fact to execute his or her name and on his or her behalf to file any such Amendments to this Registration Statement.

 

Name		Title		Date
/s/ James L. Dolan		Executive Chairman and Chief Executive Officer (Principal Executive Officer) and Director		December 13, 2024
James L. Dolan
/s/ Gregory Brunner		Senior Vice President, Controller and Principal Accounting Officer (Principal Financial Officer)		December 13, 2024
Gregory Brunner
/s/ Charles F. Dolan		Director		December 13, 2024
Charles F. Dolan
/s/ Charles P. Dolan		Director		December 13, 2024
Charles P. Dolan
/s/ Kristin A. Dolan		Director		December 13, 2024
Kristin A. Dolan

 

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Name		Title		Date
/s/ Marianne Dolan Weber		Director		December 13, 2024
Marianne Dolan Weber
/s/ Paul J. Dolan		Director		December 13, 2024
Paul J. Dolan
/s/ Quentin F. Dolan		Director		December 13, 2024
Quentin F. Dolan
/s/ Ryan T. Dolan		Director		December 13, 2024
Ryan T. Dolan
/s/ Thomas C. Dolan		Director		December 13, 2024
Thomas C. Dolan
/s/ Joseph J. Lhota		Director		December 13, 2024
Joseph J. Lhota
/s/ Joel M. Litvin		Director		December 13, 2024
Joel M. Litvin
/s/ Brian G. Sweeney		Director		December 13, 2024
Brian G. Sweeney
/s/ John L. Sykes		Director		December 13, 2024
John L. Sykes
/s/ Vincent Tese		Director		December 13, 2024
Vincent Tese
/s/ Isiah L. Thomas III		Director		December 13, 2024
Isiah L. Thomas III
/s/ Carl E. Vogel		Director		December 13, 2024
Carl E. Vogel

 

 

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