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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Sphere Entertainment Co | NYSE:SPHR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.48 | -1.38% | 34.40 | 34.95 | 33.70 | 34.58 | 685,881 | 01:00:00 |
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 Registrants Class A Common Stock, issuable under the Registrants 2020 Employee Stock Plan, as amended, and an additional 250,000 shares of the Registrants Class A Common Stock, issuable under the Registrants 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 Registrants stockholders at the Registrants annual meeting.
In accordance with General Instruction E to Form S-8, the contents of the Registrants 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 Registrants 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 Registrants 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 Registrants Annual Report on Form 10-K for the year ended June 30, 2023 filed with the SEC on August 22, 2023); |
(b) | The Registrants Annual Report on Form 10-K for the year ended June 30, 2023 filed with the SEC on August 22, 2023; and |
(c) | The Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 filed with the SEC on November 8, 2023. |
(d) | The Registrants 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 |
Exhibit 5 |
December 8, 2023
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 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 Corporations 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 4,250,000 shares of the Corporations Class A Common Stock, $0.01 par value per share (the Shares), issuable pursuant to the Corporations 2020 Employee Stock Plan, as amended, and 2020 Stock Plan for Non-Employee Directors, as amended (the Plans).
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 Corporations 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 Plans, 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 | ||
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 22, 2023, 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, 2023.
/s/ Deloitte & Touche LLP |
New York, New York |
December 8, 2023
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated August 18, 2023, relating to the financial statements of Madison Square Garden Entertainment Corp., appearing in the Annual Report on Form 10-K of Sphere Entertainment Co. for the year ended June 30, 2023.
/s/ Deloitte & Touche LLP |
New York, New York |
December 8, 2023
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 Price |
Fee Rate |
Amount of Registration Fee | |||||||
Equity | Class A Common Stock, par value $.01 per share that may be issuable under the 2020 Employee Stock Plan, as amended | Other | 4,000,000(2) | $28.67(3) | $114,680,000 | 0.00014760 | $16,926.77 | |||||||
Equity | Class A Common Stock, par value $.01 per share that may be issuable under the 2020 Stock Plan for Non-Employee Directors, as amended | Other | 250,000(2) | $28.67(3) | $7,167,500 | 0.00014760 | $1,057.92 | |||||||
Total Offering Amounts | $17,984.69 | |||||||||||||
Total Fee Offsets | | |||||||||||||
Net Fee Due | $17,984.69 |
(1) | Pursuant to Rule 416 under the Securities Act, as amended (the Securities Act), this 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 Employee Stock Plan), or the 2020 Stock Plan for Non-Employee Directors, as amended (the Director Stock Plan and, together with the Employee Stock Plan, the Plans), 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 Registrants outstanding shares of Class A Common Stock. |
(2) | This Registration Statement registers the issuance of 4,250,000 shares of Class A Common Stock issuable under the Plans, which are in addition to shares of Class A Common Stock previously registered in connection with the Plans 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) and December 6, 2022 (File No. 333-268682). |
(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 Registrants Class A Common Stock as reported on the New York Stock Exchange on December 5, 2023. |
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