As filed with the Securities and Exchange Commission on June 4, 2013

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 incorporation or organization)		(I.R.S. employer identification no.)

11 Penn Plaza

New York, New York 10001

(Address of principal executive offices, including zip code)

AMC Networks Inc. Amended and Restated 2011 Stock Plan for Non-Employee Directors

(Full title of the 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

66^th 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		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be registered		Proposed maximum offering price per share		Proposed maximum aggregate offering price		Amount of registration fee
AMC Networks Inc. Class A Common Stock, par value $.01 per share		100,000(2)		$64.90(1)		$6,490,000(1)		$885(1)

(1)	Estimated on the basis of $64.90 per share, the average of the high and low sales prices of AMC Networks Inc. Class A Common Stock as reported on the NASDAQ Stock Market on May 31, 2013 pursuant to Rule 457(c) and (h) of the Securities Act of 1933.

(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.

 

 

 

---

STATEMENT PURSUANT TO GENERAL INSTRUCTION E

OF FORM S-8 “REGISTRATION OF ADDITIONAL SECURITIES”

The contents of the Registration Statement on Form S-8 (File No. 333-175206), filed by the Registrant with the Securities and Exchange Commission on June 29, 2011, registering shares of its Common Stock, par value $0.01 per share, issuable under the Plan, are hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

All information required in the Registration Statement (other than the exhibits and the signature page) is set forth in the Registration Statement on Form S-8 (File No. 333-175206), as described above, and is incorporated herein by reference.

 

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.

 

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 the 4th day of June, 2013.

 

Each person whose signature appears below hereby authorizes James G. Gallagher and Anne G. Kelly 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 and Anne G. Kelly 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.

Pursuant to the requirements of the Securities Act of 1933 this Registration Statement has been signed by the following persons in the capacities indicated on the 4th day of June, 2013.

 

Signature		Title
/s/ Charles F. Dolan Charles F. Dolan		Executive Chairman and Director
/s/ Joshua W. Sapan Joshua W. Sapan		President and Chief Executive Officer (Principal Executive Officer)
/s/ Sean S. Sullivan Sean S. Sullivan		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ John P. Giraldo John P. Giraldo		Chief Accounting Officer (Principal Accounting Officer)
/s/ Neil M. Ashe Neil M. Ashe		Director

 

3

---

/s/ William J. Bell William J. Bell		Director
/s/ James L. Dolan James L. Dolan		Director
/s/ Kristin A. Dolan Kristin A. Dolan		Director
/s/ Patrick F. Dolan Patrick F. Dolan		Director
/s/ Thomas C. Dolan Thomas C. Dolan		Director
/s/ Alan D. Schwartz Alan D. Schwartz		Director
/s/ Brian G. Sweeney Brian G. Sweeney		Director
/s/ Leonard Tow Leonard Tow		Director
/s/ Marianne Dolan Weber Marianne Dolan Weber		Director
/s/ Robert C. Wright Robert C. Wright		Director

 

4

---

INDEX TO EXHIBITS

 

Exhibit Number		Exhibit
4.1		Registrant’s Form of Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 99.4 to Registrant’s Current Report on Form 8-K filed on July 1, 2011)
4.2		Registrant’s Form of Amended and Restated By-Laws (incorporated herein by reference to Exhibit 99.5 to Registrant’s Current Report on Form 8-K filed on July 1, 2011)
4.3		AMC Networks Inc. Amended and Restated 2011 Stock Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on August 9, 2012)
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)

 

5

EXHIBIT 5

June 4, 2013

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 100,000 shares of the Corporation’s Class A Common Stock, $.01 par value per share (the “Stock”) issuable pursuant to the Corporation’s Amended and Restated 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 the Registration Statement becomes effective under the Securities Act of 1933, 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 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.

 

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

AMC Networks Inc.:

We consent to the use of our reports dated February 26, 2013, with respect to the consolidated balance sheets of AMC Networks Inc. and subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, stockholders’ (deficiency) equity and cash flows for each of the years in the three-year period ended December 31, 2012, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2012, incorporated herein by reference.

/s/ KPMG LLP

New York, New York

June 4, 2013