As filed with the Securities and Exchange Commission on June 29, 2011
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
Registration Statement
Under
The Securities Act of 1933
___________________
AMC NETWORKS INC.
(Exact name of registrant as specified in its charter)
Delaware 27-5403694
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
11 Penn Plaza
New York, New York 10001
(Address of principal executive offices, including zip code)
AMC Networks Inc. 2011 Employee Stock Plan
AMC Networks Inc. 2011 Stock Plan for Non-Employee Directors
(Full title of each plan)
James G. Gallagher
Executive Vice President and General Counsel
11 Penn Plaza
New York, New York 10001
(Name and address of agent for service)
(212) 324-8500
(Telephone number, including area code, of agent for service)
With a copy to:
Lauralyn G. Bengel
Schiff Hardin LLP
233 South Wacker Drive
66th Floor
Chicago, Illinois 60606
(312) 258-5670
____________________
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 definitions of "large accelerated
filer," "accelerated filer" and "smaller reporting company" in Rule
12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [X] Smaller reporting company [ ]
(Do not check if a smaller
reporting company)
CALCULATION OF REGISTRATION FEE
-------------------------------
Proposed Proposed
Amount maximum maximum
to be offering price aggregate Amount of
Title of Securities to be Registered registered per share offering price registration fee
------------------------------------ ---------- -------------- -------------- ----------------
AMC Networks Inc. Class A Common
Stock, par value $.01 per share 5,165,000(2) $35.48(1) $183,254,200(1) $21,275.81(1)
(1) Estimated on the basis of $35.48 per share, the average of the
high and low sales prices of AMC Networks Inc. Class A Common
Stock in the "when issued" trading market as reported on the
NASDAQ Stock Market on June 23, 2011 pursuant to Rule 457(c)
and (h) of the Securities Act of 1933. Of the Common Stock
to be registered, an aggregate of 5,000,000 shares are
issuable under the 2011 Employee Stock Plan and 165,000 are
issuable under the 2011 Stock Plan for Non-Employee Directors.
(2) Pursuant to Rule 416 of the Securities Act of 1933, this
Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan 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 Common Stock.
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:
(a) The Registrant's Registration Statement on Form 10-12B (File
No. 001-35106) filed on March 17, 2011, as amended,
including the description of the Registrant's Common Stock
contained therein, and any amendment or report filed for the
purpose of updating such description.
(b) The Registrant's Current Report on Form 8-K filed on June
20, 2011.
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, 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that
a corporation may indemnify any current or former director, officer or
employee or other individual against expenses, judgments, fines and
amounts paid in settlement in connection with civil, criminal,
administrative or investigative actions or proceedings, other than a
derivative action by or in the right of the corporation, if the
director, officer, employee or other individual acted in good faith
and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any
criminal action or proceeding, if he or she had no reasonable cause to
believe his or her conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that
indemnification only extends to expenses incurred in connection with
the defense or settlement of such actions, and the statute requires
court approval before there can be any indemnification where the
person seeking indemnification has been found liable to the
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corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's by-laws,
disinterested director vote, stockholder vote, agreement or otherwise.
The Registrant's certificate of incorporation will provide that
each person who was or is made or is threatened to be made a party to
any action or proceeding by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a
director or officer of the Registrant or is or was serving at the
Registrant's request as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans,
will be indemnified and held harmless by the Registrant to the fullest
extent authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended. Such rights are not exclusive of
any other right which any person may have or thereafter acquire under
any statute, provision of the certificate of incorporation, by-law,
agreement, vote of stockholders or disinterested directors or
otherwise. The Registrant's certificate of incorporation will also
specifically authorize the Registrant to maintain insurance and to
grant similar indemnification rights to its employees or agents.
A Distribution Agreement between the Registrant and Cablevision
Systems Corporation provides for indemnification by the Registrant of
Cablevision Systems Corporation and its directors, officers and
employees and by Cablevision Systems Corporation of the Registrant and
its directors, officers and employees for some liabilities, including
liabilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934. The amount of these indemnity obligations is
unlimited.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of this Registration
Statement.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
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arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of the Plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
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appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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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 29th day of June, 2011.
AMC NETWORKS INC.
By: /s/ Joshua W. Sapan
----------------------------
Joshua W. Sapan
President and
Chief Executive 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 James G. Gallagher 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 James
G. Gallagher 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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Charles F. Dolan Executive Chairman and June 29, 2011
-------------------- Director
Charles F. Dolan
/s/ James L. Dolan Director June 29, 2011
--------------------
James L. Dolan
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/s/ Joshua W. Sapan President and Chief June 29, 2011
-------------------- Executive Officer (Principal
Joshua W. Sapan Executive Officer)
/s/ Sean S. Sullivan Executive Vice President June 29, 2011
-------------------- and Chief Financial Officer
Sean S. Sullivan (Principal Financial
Officer)
/s/ John Giraldo Chief Accounting Officer June 29, 2011
-------------------- (Principal Accounting
John Giraldo Officer)
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
------ -------
4.1 Registrant's Form of Amended and Restated Certificate of
Incorporation (incorporated herein by reference to Exhibit
3.2 to Registrant's Registration Statement on Form 10-12B/A
(File No. 001-35106) filed on June 6, 2011)
4.2 Registrant's Form of Amended By-Laws (incorporated herein by
reference to Exhibit 3.4 to Registrant's Registration
Statement on Form 10-12B/A (File No. 001-35106) filed on
June 6, 2011)
4.3 AMC Networks Inc. 2011 Employee Stock Plan (incorporated
herein by reference to Exhibit 10.6 to the Registrant's
Registration Statement on Form 10-12B/A (File No. 001-35106)
filed on June 6, 2011)
4.4 AMC Networks Inc. 2011 Stock Plan for Non-Employee Directors
(incorporated herein by reference to Exhibit 10.7 to the
Registrant's Registration Statement on Form 10-12B/A (File
No. 001-35106) filed on June 6, 2011)
5 Opinion of James G. Gallagher
23.1 Consent of KPMG LLP
23.2 Consent of James G. Gallagher (contained in the Opinion
filed as Exhibit 5)
24 Power of Attorney (set forth on the signature page)
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EXHIBIT 5
---------
June 29, 2011
Securities and Exchange Commission
Judiciary Plaza
Washington, DC 20549
Re: AMC NETWORKS INC. - REGISTRATION STATEMENT ON FORM S-8
------------------------------------------------------
Ladies and Gentlemen:
I am Executive Vice President and General Counsel of AMC Networks
Inc., 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 5,165,000 shares of the Corporation's
Class A Common Stock, $.01 par value per share (the "Stock") issuable
pursuant to the Corporation's 2011 Employee Stock Plan and the 2011
Stock Plan for Non-Employee Directors (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 (i) the Registration Statement becomes effective under the
Securities Act of 1933, (ii) 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 (iii) 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, which includes those statutory provisions
and all applicable provisions of the Delaware Constitution and the
reported judicial decisions interpreting such laws, 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.
Very truly yours,
By /s/ James G. Gallagher
--------------------------
James G. Gallagher
Executive Vice President
and General Counsel
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------
The Board of Directors and Stockholders
AMC Networks Inc. and subsidiaries:
We consent to the incorporation by reference in the registration
statement on Form S-8 of AMC Networks Inc. and subsidiaries ("AMC
Networks") of our report dated June 8, 2011, with respect to the
consolidated balance sheets of AMC Networks as of December 31,
2010 and 2009, and the related consolidated statements of operations,
stockholder's equity (deficiency) and cash flows for each of the
years in the three-year period ended December 31, 2010 and the
related consolidated financial statement schedule included in
AMC Networks' Form 10 filed with the Securities and Exchange
Commission on Form 8-K on June 20, 2011.
/s/ KPMG LLP
New York, New York
June 29, 2011
