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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Discovery Inc | NASDAQ:DISCK | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 24.42 | 24.12 | 24.90 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PUSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Discovery, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 35-2333914 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Discovery, Inc.
230 Park Avenue South
New York, New York 10003
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
Series A Common Stock, par value $0.01 per share | The Nasdaq Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable): 333-261188
Securities to be registered pursuant to Section 12(g) of the Act: None
EXPLANATORY NOTE
This registration statement on Form 8-A is being filed by Discovery, Inc. (Discovery), to be renamed Warner Bros. Discovery, Inc. (WBD), with the U.S. Securities and Exchange Commission (the SEC) in connection with the registration of WBDs Series A common stock, par value $0.01 per share (the WBD Common Stock), pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, and the listing of the WBD Common Stock on the Nasdaq Stock Market LLC. The trading symbol for the WBD Common Stock will be WBD.
Discovery is registering shares of WBD Common Stock to be issued in connection with the completion of the transactions contemplated by the Agreement and Plan of Merger, dated as of May 17, 2021, as it may be amended from time to time (the Merger Agreement), by and among Discovery, Drake Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Discovery (Merger Sub), AT&T Inc., a Delaware corporation (AT&T), and Magallanes, Inc., a Delaware corporation and a wholly owned subsidiary of AT&T (Spinco), pursuant to which, among other things, (1) Merger Sub will merge with and into Spinco, with Spinco continuing as the surviving company and a wholly owned subsidiary of WBD and (2) Discovery will reclassify and automatically convert each share of Discoverys Series A common stock, par value $0.01 per share, Series B common stock, par value $0.01 per share, Series C common stock, par value $0.01 per share, Series A-1 convertible participating preferred stock, par value $0.01 per share, and Series C-1 convertible participating preferred stock, par value $0.01 per share, into such number of shares of WBD Common Stock as set forth in the Merger Agreement, as described in Discoverys Registration Statement on Form S-4 (Reg. No. 333-261188), as amended (the Registration Statement).
Item 1. Description of Registrants Securities to be Registered.
A description of the WBD Common Stock is set forth under the caption Description of Capital Stock of Discovery and WBD in the Registration Statement, which description is incorporated herein by reference. The description of the WBD Common Stock included in any form of prospectus that constitutes part of the Registration Statement and is filed by Discovery pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall also be deemed incorporated herein by reference. The description of the WBD Common Stock is qualified in its entirety by reference to the form of WBDs second restated certificate of incorporation and the form of WBDs amended and restated bylaws, which are respectively filed as Exhibits 3.4 and 3.6 hereto and incorporated herein by reference.
Item 2. Exhibits.
The following exhibits are filed as part of this registration statement on Form 8-A:
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
Discovery, Inc. | ||
By: | /s/ Gunnar Wiedenfels | |
Name: | Gunnar Wiedenfels | |
Title: | Chief Financial Officer |
Date: April 1, 2022
1 Year Discovery Chart |
1 Month Discovery Chart |
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