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).

 

1


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.

 

2


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 13th day of December, 2024.

 

SPHERE ENTERTAINMENT CO.
By:  

/s/ Mark C. Cresitello

Name:   Mark C. Cresitello
Title:   Senior Vice President, Deputy General Counsel and Secretary

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      

 

3


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      

 

 

4

Exhibit 5

 

LOGO

December 13, 2024

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

RE: SPHERE ENTERTAINMENT CO.

REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

I am Senior Vice President, Deputy General Counsel and Secretary of Sphere Entertainment Co., a Delaware corporation (the “Corporation”), and, in such capacity, have acted as counsel to the Corporation in connection with the Corporation’s filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the registration of an aggregate of 3,100,000 shares of the Corporation’s Class A common stock, $0.01 par value per share (the “Shares”), issuable pursuant to the Corporation’s 2020 Employee Stock Plan, as amended (the “Plan”).

In that capacity, I have examined such corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purpose of this opinion. Upon the basis of such examination, I advise you that in my opinion, when the Registration Statement becomes effective under the Securities Act of 1933, as amended (the “Act”), the terms of the sale of the Shares have been duly established in conformity with the Corporation’s Amended and Restated Certificate of Incorporation, and the Shares have been duly issued and sold as contemplated by the Registration Statement and in accordance with the Plan, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the General Corporation Law of the State of Delaware, and I express no opinions with respect to the laws of any other jurisdiction. The opinion expressed in this opinion letter is as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that date, and I assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may come to my attention after that date or any changes in law that may occur or become effective after that date.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

 

By:  

/s/ Mark. C. Cresitello

  Mark C. Cresitello
  Senior Vice President, Deputy General Counsel and Secretary

SPHERE ENTERTAINMENT CO.

TWO PENNSYLVANIA PLAZA, NEW YORK, NY 10121

TEL (725) 258-0001 I WWW.SPHEREENTERTAINMENTCO.COM

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated August 14, 2024 relating to the financial statements of Sphere Entertainment Co. and the effectiveness of Sphere Entertainment Co.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Sphere Entertainment Co. for the year ended June 30, 2024.

/s/ Deloitte & Touche LLP

New York, New York

December 13, 2024

0001795250EX-FILING FEESfalseClass A common stock, par value $.01 per share ("Class A Common Stock") that may be issuable under the 2020 Employee Stock Plan, as amended 0001795250 2024-12-13 2024-12-13 0001795250 1 2024-12-13 2024-12-13 iso4217:USD xbrli:pure xbrli:shares
Exhibit 107
CALCULATION OF FILING FEE
Form
S-8
(Form type)
Sphere Entertainment Co.
(Exact Name of Registrant as Specified in its Charter)
Table I: Newly Registered
Securities
 
               
Security
Type
  Security
Class Title
 
Fee
Calculation
Rule
 
Amount
Registered
(1)
 
Proposed
Maximum
Offering
Price Per
Unit
 
Maximum
Aggregate
Offering
Price
  Fee Rate  
Amount of
Registration
Fee
               
Equity
 
Class A common stock, par value $.01 per share (“Class A Common Stock”) that may be issuable under the 2020 Employee Stock Plan, as amended
  Other   3,100,000
(2)
  $37.13
(3)
  $115,103,000   0.00015310   $17,622.27
         
Total Offering Amounts         $17,622.27
         
Total Fee Offsets        
         
Net Fee Due               $17,622.27
 
(1)   
Pursuant to Rule 416 under the Securities Act,
as
amended (the “Securities Act”), the registration statement on Form
S-8
to which this exhibit relates (the “Registration Statement”) shall also cover any additional shares of Class A Common Stock of Sphere Entertainment Co. (the “Registrant”) that may become issuable under the 2020 Employee Stock Plan, as amended (the “Plan”), by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Class A Common Stock.
 
(2)   
The Registration Statement registers the issuance of 3,100,000 shares of Class A Common Stock issuable under the Plan, which are in addition to shares of Class A Common Stock previously registered in connection with the Plan pursuant to the registration statements on
Form S-8 filed
with the Securities and Exchange Commission on April 16, 2020
(File No. 333-237718),
July 9, 2021
(File No. 333-257817),
December 6, 2022
(File No. 333-268682)
and December 8, 2023 (File
No. 333-275946).
 
(3)    Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act, based upon the average of the high and low reported market prices of the Registrant’s Class A Common Stock as reported on the New York Stock Exchange on December 10, 2024.
v3.24.3
Submission
Dec. 13, 2024
Submission [Line Items]  
Central Index Key 0001795250
Registrant Name Sphere Entertainment Co.
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.24.3
Offerings - Offering: 1
Dec. 13, 2024
USD ($)
shares
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Class A common stock, par value $.01 per share ("Class A Common Stock") that may be issuable under the 2020 Employee Stock Plan, as amended
Amount Registered | shares 3,100,000
Proposed Maximum Offering Price per Unit 37.13
Maximum Aggregate Offering Price $ 115,103,000
Fee Rate 0.01531%
Amount of Registration Fee $ 17,622.27
Offering Note
(1)   
Pursuant to Rule 416 under the Securities Act,
as
amended (the “Securities Act”), the registration statement on Form
S-8
to which this exhibit relates (the “Registration Statement”) shall also cover any additional shares of Class A Common Stock of Sphere Entertainment Co. (the “Registrant”) that may become issuable under the 2020 Employee Stock Plan, as amended (the “Plan”), by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Class A Common Stock.
 
(2)   
The Registration Statement registers the issuance of 3,100,000 shares of Class A Common Stock issuable under the Plan, which are in addition to shares of Class A Common Stock previously registered in connection with the Plan pursuant to the registration statements on
Form S-8 filed
with the Securities and Exchange Commission on April 16, 2020
(File No. 333-237718),
July 9, 2021
(File No. 333-257817),
December 6, 2022
(File No. 333-268682)
and December 8, 2023 (File
No. 333-275946).
 
(3)    Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act, based upon the average of the high and low reported market prices of the Registrant’s Class A Common Stock as reported on the New York Stock Exchange on December 10, 2024.
v3.24.3
Fees Summary
Dec. 13, 2024
USD ($)
Fees Summary [Line Items]  
Total Fee Amount $ 17,622.27
Total Offset Amount 0
Net Fee $ 17,622.27

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