As filed with the Securities and Exchange Commission on June 16, 2009
Registration No. 333-150989
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1 to
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
DREAMWORKS ANIMATION SKG, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 68-0589190 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
1000 Flower Street
Glendale, California 91201
(Address of Principal Executive Offices)
2008 OMNIBUS INCENTIVE COMPENSATION PLAN
2004 OMNIBUS INCENTIVE COMPENSATION PLAN
(Full Title of Plans)
KATHERINE KENDRICK, ESQ.
General Counsel and Secretary
DreamWorks Animation SKG, Inc.
1000 Flower Street, Glendale, CA 91201
(818) 695-5000
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Faiza J. Saeed, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
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.
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| Large accelerated filer | | x | | Accelerated filer | | ¨ |
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| Non-accelerated filer | | ¨ (Do not check if a smaller reporting company) | | Smaller reporting company | | ¨ |
EXPLANATORY NOTE
Pursuant to Item 512(a)(3) of Regulation S-K, this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-150989) filed on May 16, 2008 is filed in order to deregister securities remaining under such Registration Statement.
On May 16, 2008, the Registrant filed Registration Statement on Form S-8 (File No. 333-150989) to register an aggregate of 13,349,872 shares of Class A Common Stock issuable under the 2004 Omnibus Incentive Compensation Plan (the “2004 Plan”) and the 2008 Omnibus Incentive Compensation Plan (the “2008 Plan”). On June 10, 2009 (the “Approval Date”), the Registrant’s stockholders approved the adoption of the Amended and Restated 2008 Omnibus Incentive Compensation Plan (the “New Plan”) which provides, among other things, that any shares of Class A Common Stock with respect to awards granted under (a) the 2004 Plan that are outstanding on the Approval Date and are forfeited on or after May 7, 2008 and (b) the 2008 Plan that are outstanding on the Approval Date and are forfeited on or after June 10, 2009, will become available for issuance under the New Plan (such shares, the “Outstanding Award Shares”). In addition, as of the Approval Date, no future awards will be made under the 2008 Plan and therefore, the shares of Class A Common Stock that were available for grant under the 2008 Plan as of the Approval Date but were not subject to outstanding awards as of such date (such shares, the “Remaining Shares”) will not be issued pursuant to the 2008 Plan but instead will be available for awards under the New Plan. As of the date of this Post-Effective Amendment No. 1, there was an aggregate of 10,627,833 Outstanding Award Shares and an aggregate of 1,489,854 Remaining Shares (all such shares are collectively referred to as the “Carried Forward Shares”).
This Post-Effective Amendment No. 1 is being filed to deregister the Carried Forward Shares. The Registrant is concurrently filing a separate Registration Statement on Form S-8 to reflect that the Outstanding Award Shares may be issued under either the 2004 Plan, the 2008 Plan or the New Plan and to carry over the filing fees for both the Outstanding Award Shares and the Remaining Shares.
In accordance with the principles set forth in Interpretation 89 under Section G of the Manual of Publicly Available Telephone Interpretations of the Division of Corporation Finance of the Securities and Exchange Commission (July 1997) and Instruction E to the General Instructions to Form S-8, this Post-Effective Amendment No. 1 is hereby filed (i) to reflect that, following the date hereof, the Outstanding Award Shares may be issued under either the 2004 Plan, the 2008 Plan or the New Plan, and (ii) to carry over the registration fees paid for all the Carried Forward Shares from Registration Statement on Form S-8 (File No. 333-150898), filed for the 2004 Plan and 2008 Plan, to the Registration Statement on Form S-8 filed for the 2004 Plan, the 2008 Plan and the New Plan, which is being filed contemporaneously with the filing of this Post-Effective Amendment No. 1.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on this Post-effective Amendment No. 1 on Form S-8 and has duly caused this Post-effective Amendment No. 1 on Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on this June 16, 2009.
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| DREAMWORKS ANIMATION SKG, INC. |
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By: | | /s/ Katherine Kendrick |
Name: Katherine Kendrick Title: General Counsel |
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