As filed with the Securities and Exchange Commission on February 2, 2017

Registration No. 333-                

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

MSG NETWORKS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		27-0624498
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

Eleven Pennsylvania Plaza

New York, New York 10001

(Address of principal executive offices, including zip code)

MSG Networks Inc. 2010 Employee Stock Plan, as amended

(Full title of each plan)

Lawrence J. Burian

Executive Vice President, General Counsel and Secretary

Eleven Pennsylvania Plaza

New York, New York 10001

(Name and address of agent for service)

(212) 465-6400

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

 

 

With a copy to:

John Mead, 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, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐  (Do not check if a smaller reporting company)		Smaller reporting company		☐

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be Registered		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
MSG Networks Inc. Class A Common Stock, par value $.01 per share		5,500,000 (1)		$ 22.48 (2)		$123,612,500 (2)		$14,326.69 (2)

(1)

Pursuant to Rule 416 of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of Class A Common Stock which become issuable under the MSG Networks Inc. 2010 Employee Stock Plan, as amended, pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction which results in an increase in the number of the Registrant’s outstanding shares of Class A Common Stock.

(2)	Estimated on the basis of $22.48 per share, the average of the high and low sales prices of MSG Networks Inc. Class A Common Stock as reported on the New York Stock Exchange on January 27, 2017 pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as amended.

 

 

 

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EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by MSG Networks Inc. (the “Registrant”), to register an additional 5,500,000 shares of the Registrant’s Class A Common Stock, issuable under the MSG Networks Inc. 2010 Employee Stock Plan, as amended (the “Plan”). The Board of Directors of the Registrant approved the Plan on October 7, 2016, and on December 15, 2016 the Plan was approved by the Registrant’s stockholders at the 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 7,000,000 shares of Class A Common Stock issuable under the Plan and previously filed with the Securities and Exchange Commission (the “SEC”) on January 29, 2010 (File No. 333-164597) are hereby incorporated by reference herein, except to the extent supplemented, amended or superseded by the information set forth therein or herein.

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.

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)

The Registrant’s Annual Report on Form 10-K for the year ended June 30, 2016 filed with the SEC on August 18, 2016;

 

(b)

The Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 filed with the SEC on November 3, 2016;

 

(c)

The Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016 filed with the SEC on February 2, 2017;

 

(d)

The Registrant’s Current Reports on Form 8-K filed with the SEC on August 18, 2016, September 15, 2016, September 16, 2016, November 3, 2016, December 15, 2016, and February 2, 2017; and

 

(e)

The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 10-12B (File No. 001-34434) filed with the SEC on January 14, 2010, as amended, and any amendment or report filed for the purpose of updating such description.

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.

ITEM 8. EXHIBITS.

The exhibits filed herewith or incorporated by reference herein are set forth in the Exhibit Index filed as part of this Registration Statement.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 2nd day of February, 2017.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature		Title		Date
/s/ James L. Dolan James L. Dolan		Executive Chairman and Director		February 2, 2017
/s/ Andrea Greenberg Andrea Greenberg		President and Chief Executive Officer		February 2, 2017
/s/ Bret Richter Bret Richter		Executive Vice President, Chief Financial Officer and Treasurer		February 2, 2017
/s/ Dawn Darino-Gorski Dawn Darino-Gorski		Senior Vice President, Controller and Principal Accounting Officer		February 2, 2017
/s/ Charles F. Dolan Charles F. Dolan		Director		February 2, 2017
/s/ William J. Bell William J. Bell		Director		February 2, 2017
/s/ Paul J. Dolan Paul J. Dolan		Director		February 2, 2017
/s/ Quentin F. Dolan Quentin F. Dolan		Director		February 2, 2017
/s/ Thomas C. Dolan Thomas C. Dolan		Director		February 2, 2017
/s/ Wilt Hildenbrand Wilt Hildenbrand		Director		February 2, 2017

 

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/s/ Joseph J. Lhota Joseph J. Lhota		Director		February 2, 2017
/s/ Joel M. Litvin Joel M. Litvin		Director		February 2, 2017
/s/ Hank J. Ratner Hank J. Ratner		Director		February 2, 2017
/s/ Brian G. Sweeney Brian G. Sweeney		Director		February 2, 2017
/s/ John L. Sykes John L. Sykes		Director		February 2, 2017

 

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INDEX TO EXHIBITS

 

Exhibit Number		Exhibit
4.1		Registrant’s Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 99.1 to Registrant’s Current Report on Form 8-K filed on February 10, 2010)
4.2		Amendment to Registrant’s Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on October 6, 2015)
4.3		Registrant’s Amended By-Laws (incorporated herein by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K filed on October 6, 2015)
4.4		MSG Networks Inc. 2010 Employee Stock Plan, as amended (incorporated herein by reference to Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on October 27, 2016)
5		Opinion of Lawrence J. Burian
23.1		Consent of KPMG LLP
23.2		Consent of Lawrence J. Burian (contained in the Opinion filed as Exhibit 5)

 

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