As filed with the Securities and Exchange Commission on December 6, 2019
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 Stock Plan for Non-Employee Directors, as amended
(Full title of the plan)
Lawrence J. Burian
Executive Vice President and General Counsel
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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.
|
|
|
|
|
|
|
|
|
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. ☐
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
|
|
345,151 (1)
|
|
$16.23 (2)
|
|
$5,601,801 (2)
|
|
$727.11 (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 Stock Plan for Non-Employee Directors, 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 $16.23 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 December 2, 2019 pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as amended.
|