As filed with the Securities and Exchange Commission on September 26, 2014
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LIONS GATE ENTERTAINMENT CORP.
(Exact Name of Registrant as Specified in Its Charter)
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British Columbia, Canada |
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N/A |
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(State or Other Jurisdiction of |
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(I.R.S. Employer |
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Incorporation or Organization) |
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Identification No.) |
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
and
2700 Colorado Avenue, Suite 200
Santa Monica, California 90404
(Address, Including Zip Code, of Principal Executive Offices)
LIONS GATE ENTERTAINMENT CORP.
2012 Performance Incentive Plan
(Full Title of the Plan)
Wayne Levin
General Counsel and Chief Strategic Officer
Lions Gate Entertainment Corp.
2700 Colorado Avenue, Suite 200
Santa Monica, California 90404
(310) 449-9200
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
COPY TO:
Robert Haymer, Esq.
O’Melveny & Myers LLP
1999 Avenue of the Stars, Suite 700
Los Angeles, California 90067
(310) 553-6700
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 the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer x |
Accelerated filer o |
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Non-accelerated filer o |
Smaller reporting company o |
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CALCULATION OF REGISTRATION FEE
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Title of |
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Amount |
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Proposed |
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Proposed |
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Amount Of |
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Common Shares, no par value |
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7,600,000(1) shares |
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$ |
31.23 |
(2) |
$ |
237,348,000 |
(2) |
$ |
30,571 |
(2) |
(1) This Registration Statement covers, in addition to the number of shares of Lions Gate Entertainment Corp., a company continued under the laws of the Province of British Columbia (the “Company” or the “Registrant”), common shares, no par value (the “Common Shares”), stated above, options and other rights to purchase or acquire the Common Shares covered by this Registration Statement and, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), an additional indeterminate number of shares, options and rights that may be offered or issued pursuant to the Lions Gate Entertainment Corp. 2012 Performance Incentive Plan (the “Plan”) as a result of one or more adjustments under the Plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.
(2) Pursuant to Securities Act Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Common Shares on September 25, 2014 as quoted on the New York Stock Exchange.
The Exhibit Index for this Registration Statement is at page 6.
EXPLANATORY NOTE
This Registration Statement is filed by the Company to register additional securities issuable pursuant to the Plan and consists of only those items required by General Instruction E to Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Securities Act Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of the Company filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:
(a) The Company’s Registration Statement on Form S-8, filed with the Commission on September 28, 2012 (Commission File No. 333-184186);
(b) The Company’s Annual Report on Form 10-K for its fiscal year ended March 31, 2014, filed with the Commission on May 29, 2014 (Commission File No. 001-14880);
(c) The Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2014, filed with the Commission on August 7, 2014 (Commission File No. 001-14880);
(d) The Company’s Current Reports on Form 8-K, filed with the Commission on April 11, 2014, August 15, 2014, August 22, 2014 and September 12, 2014 (each, Commission File No. 001-14880); and
(e) The description of the Company’s Common Shares contained in its Registration Statement on Form 8-A filed with the Commission on August 5, 2004 (Commission File No. 001-14880), and any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “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 into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 8. Exhibits
See the attached Exhibit Index at page 8, which is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Monica, State of California, on September 26, 2014.
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Lions Gate Entertainment Corp. | |
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By: |
/s/ James W. Barge |
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James W. Barge | |
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Chief Financial Officer | |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Jon Feltheimer, Michael Burns, Wayne Levin and James W. Barge, and each of them, acting individually and without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Jon Feltheimer |
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Chief Executive Officer and Director |
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September 26, 2014 |
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Jon Feltheimer |
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(Principal Executive Officer) |
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/s/ James W. Barge |
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Chief Financial Officer |
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September 26, 2014 |
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James W. Barge |
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(Principal Financial and Accounting Officer) |
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/s/ Michael Burns |
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Director |
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September 26, 2014 |
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Michael Burns |
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/s/ Gordon Crawford |
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Director |
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September 26, 2014 |
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Gordon Crawford |
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/s/ Arthur Evrensel |
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Director |
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September 26, 2014 |
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Arthur Evrensel |
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/s/ Frank Giustra |
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Director |
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September 26, 2014 |
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Frank Giustra |
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/s/ Morley Koffman |
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Director |
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September 26, 2014 |
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Morley Koffman |
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/s/Harald Ludwig |
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Director |
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September 26, 2014 |
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Harald Ludwig |
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/s/ G. Scott Paterson |
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Director |
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September 26, 2014 |
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G. Scott Paterson |
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/s/ Mark Rachesky, M.D. |
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Director |
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September 26, 2014 |
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Mark Rachesky, M.D. |
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/s/ Daryl Simm |
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Director |
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September 26, 2014 |
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Daryl Simm |
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/s/ Hardwick Simmons |
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Director |
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September 26, 2014 |
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Hardwick Simmons |
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/s/Phyllis Yaffe |
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Director |
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September 26, 2014 |
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Phyllis Yaffe |
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EXHIBIT INDEX
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Exhibit |
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Number |
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Description of Exhibit |
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4. |
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Lions Gate Entertainment Corp. 2012 Performance Incentive Plan. (Filed as Exhibit A to the Company’s Proxy Statement filed with the Commission pursuant to Section 14(a) of the Exchange Act on July 29, 2014 (Commission File No. 001-14880) and incorporated herein by this reference.) |
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5. |
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Opinion of Dentons LLP (opinion re legality). |
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23.1 |
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Consent of Ernst & Young LLP (consent of independent registered public accounting firm). |
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23.2 |
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Consent of PricewaterhouseCoopers LLP (consent of independent registered public accounting firm). |
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23.3 |
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Consent of Counsel (included in Exhibit 5). |
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24. |
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Power of Attorney (included in this Registration Statement under “Signatures”). |