As filed with the Securities and Exchange Commission on December 8, 2023
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
2020 Stock Plan for Non-Employee Directors, as amended
(Full title of each plan)
Gregory Brunner
Senior Vice President, Controller and
Principal Accounting Officer
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 4,000,000 shares of the Registrant’s Class A Common Stock, issuable under the Registrant’s 2020 Employee Stock Plan, as amended, and an additional 250,000 shares of the Registrant’s Class A Common Stock, issuable under the Registrant’s 2020 Stock Plan for Non-Employee Directors, as amended (collectively, the “Plans”). The Board of Directors of the Registrant approved the Plans on September 27, 2023, and on December 8, 2023, the Plans were 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 3,150,000 shares of Class A Common Stock issuable under the Plans 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 1,117,188 shares of Class A Common Stock under the Plans and previously filed with the SEC on July 9, 2021 (File No. 333-257817) and the Registrant’s Registration Statement on Form S-8 registering an additional 1,600,000 shares of Class A Common Stock under the Plans and previously filed with the SEC on December 6, 2022 (File No. 333-268682), 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, 2023 filed with the SEC on August 22, 2023; and |
| (c) | The Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 filed with the SEC on November 8, 2023. |
| (d) | The Registrant’s Current Reports on Form 8-K filed with the SEC on November 3, 2023, November 21, 2023, December 5, 2023 and December 6, 2023. |
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 (the “Securities Exchange Act”), 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).
ITEM 8. EXHIBITS.
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 8th day of December, 2023.
| SPHERE ENTERTAINMENT CO. | ||
| By: | /s/ Gregory Brunner | |
| Name: | Gregory Brunner | |
| Title: | Senior Vice President, Controller and Principal Accounting Officer | |
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 Gregory Brunner and Mark C. Cresitello 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 Gregory Brunner and Mark C. Cresitello 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 James L. Dolan |
Executive Chairman and Chief Executive Officer (Principal Executive Officer) and Director |
December 8, 2023 | ||
| /s/ Gregory Brunner Gregory Brunner |
Senior Vice President, Controller and Principal Accounting Officer (Principal Financial Officer) |
December 8, 2023 | ||
| /s/ Charles F. Dolan Charles F. Dolan |
Director | December 8, 2023 | ||
| /s/ Charles P. Dolan Charles P. Dolan |
Director | December 8, 2023 | ||
| /s/ Kristin A. Dolan Kristin A. Dolan |
Director | December 8, 2023 | ||
| Name |
Title |
Date | ||
| /s/ Marianne Dolan Weber Marianne Dolan Weber |
Director | December 8, 2023 | ||
| /s/ Paul J. Dolan Paul J. Dolan |
Director | December 8, 2023 | ||
| /s/ Quentin F. Dolan Quentin F. Dolan |
Director | December 8, 2023 | ||
| /s/ Ryan T. Dolan Ryan T. Dolan |
Director | December 8, 2023 | ||
| /s/ Thomas C. Dolan Thomas C. Dolan |
Director | December 8, 2023 | ||
| /s/ Joseph J. Lhota Joseph J. Lhota |
Director | December 8, 2023 | ||
| /s/ Joel M. Litvin Joel M. Litvin |
Director | December 8, 2023 | ||
| /s/ Brian G. Sweeney Brian G. Sweeney |
Director | December 8, 2023 | ||
| /s/ John L. Sykes John L. Sykes |
Director | December 8, 2023 | ||
| /s/ Vincent Tese Vincent Tese |
Director | December 8, 2023 | ||
| /s/ Isiah L. Thomas III Isiah L. Thomas III |
Director | December 8, 2023 | ||
| /s/ Carl E. Vogel Carl E. Vogel |
Director | December 8, 2023 | ||