As filed with the Securities and Exchange Commission on May 8, 2014
Registration No. 333-112428
Registration No. 333-51434
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TWENTY-FIRST CENTURY FOX, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 26-0075658 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1211 Avenue of the Americas, New York, New York 10036
(Address of principal executive offices) (Zip code)
21st Century Fox America Consolidated Savings Plan
Fox Investment Plan
(Full title of the plan)
Janet Nova, Esq.
Executive Vice President and Deputy Group General Counsel
Twenty-First Century Fox, Inc.
1211 Avenue of the Americas
New York, New York 10036
(212) 852-7000
(Name, address and telephone number of agent for service)
Copy to:
Amy Bowerman Freed, Esq.
Hogan Lovells US LLP
875 Third Avenue
New York, New York 10022
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.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
EXPLANATORY NOTE
Twenty-First Century Fox, Inc. (formerly known as News Corporation) (the “Company”) is filing these post-effective amendments (the “Post-Effective Amendments”) to deregister certain securities originally registered by The News Corporation Limited, the predecessor of the Company (“News Corporation Australia”) pursuant to the following registration statements on Form S-8 (collectively, the “Registration Statements”) filed with the Securities and Exchange Commission:
| 1. | Registration Statement No. 333-112428, filed on February 2, 2004, as amended by the Post-Effective Amendment No. 1 thereto filed on November 24, 2004, registering (i) 2,000,000 Ordinary Shares of News Corporation Australia, and (ii) 2,000,000 Preferred Limited Voting Ordinary Shares of News Corporation Australia pursuant to the 21st Century Fox America Consolidated Savings Plan (formerly known as the News America Consolidated Savings Plan) (the “21st Century Fox America Consolidated Savings Plan”); and |
| 2. | Registration Statement No. 333-51434, filed on June 3, 1996, as amended by the Post-Effective Amendment No. 1 thereto filed on November 24, 2004, registering 3,000,000 Ordinary Shares of News Corporation Australia pursuant to the Fox Investment Plan (the “Fox Investment Plan”). |
No new securities will be offered under the 21st Century Fox America Consolidated Savings Plan and the Fox Investment Plan. In accordance with the undertaking contained in the Registration Statements pursuant to Item 512 of Regulation S-K, these Post-Effective Amendments are being filed to deregister and remove all of the previously registered securities under the Registration Statements that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478(a)(4) thereunder, 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 these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 8th day of May, 2014.
| TWENTY-FIRST CENTURY FOX, INC. | ||
| By: | /s/ John P. Nallen | |
| John P. Nallen | ||
| Senior Executive Vice President and Chief Financial Officer | ||