National CineMedia (NCMI) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on August 9, 2022

Registration No. 333-               

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

Registration Statement

Under

the Securities Act of 1933

National CineMedia, Inc.

(Exact name of registrant as specified in its charter)

Delaware	20-5665602
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6300 S. Syracuse Way, Suite 300

Centennial, Colorado 80111

(Address, including zip code of principal executive offices)

National CineMedia, Inc. 2020 Omnibus Incentive Plan

(Full Title of Plan)

Maria V. Woods, Esq.

Executive Vice President and General Counsel

National CineMedia, Inc.

6300 S. Syracuse Way, Suite 300

Centennial, Colorado 80111

(Name and address of agent for service)

(303) 792-3600

(Telephone number, including area code, of agent for service)

With a copy to:

David R. Crandall, Esq.

Hogan Lovells US LLP

1601 Wewatta St., Suite 900

Denver, Colorado 80202

(303) 899-7300

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.			o

EXPLANATORY NOTE

National CineMedia, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) to register 7,500,000 additional shares of common stock, $0.01 par value per share, reserved for issuance under the National CineMedia, Inc. 2020 Omnibus Incentive Plan (as amended, the “2020 Plan”). Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement on Form S-8 (File No. 333-238733), filed by the Registrant with the Commission on May 27, 2020 relating to the 2020 Plan, except to the extent superseded hereby.

PART I

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission are incorporated by reference in this Registration Statement:

•The Registrant’s Annual Report on Form 10-K for the year ended December 30, 2021, filed with the Commission on March 3, 2022;

•The Registrant��s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 23, 2022 (excluding those portions that are not incorporated by reference into the Registrant’s Annual Report on Form 10-K for the year ended December 30, 2021);

•The Registrant's Quarterly Reports on Form 10Q for the quarters ended March 31, 2022 and June 30, 2022 filed with the Commission on May 9, 2022 and August 8, 2022, respectively;

•The Registrant’s Current Reports on Form 8-K, filed with the Commission on January 6, 2022, April 5, 2022, May 9, 2022, June 2, 2022, July 25, 2022 and August 8, 2022 (other than information furnished under Item 2.02 or Item 7.01 of Form 8-K and all exhibits related to such items); and

•The description of the Registrant’s common stock that is contained in its Registration Statement on Form 8-A filed with the Commission on February 5, 2007, as updated by Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 30, 2021, including any amendment or reports filed for the purpose of updating such description.

All reports and other documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents, excluding any information furnished under Item 7.01 or Item 2.02 of any Current Report on Form 8-K.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or

replaces such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8.Exhibits.

The following exhibits are submitted herewith or incorporated by reference herein.

Exhibit	Reference	Description
4.1		National CineMedia, Inc. 2020 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.2 from the Registrant’s Current Report on Form 8-K (File No. 001-33296) filed on May 1, 2020).
4.2		First Amendment to the National CineMedia, Inc. 2020 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.2 from the Registrant’s Current Report on Form 8-K (File No. 001-33296) filed on May 9, 2022).
4.3		Second Amended and Restated Certificate of Incorporation of National CineMedia, Inc., as amended as of May 4, 2022 (Incorporated by reference to Exhibit 3.1 from the Registrant’s Quarterly Report on Form 10-Q File No. 0001-33296) filed on May 9, 2022).
4.4		The Bylaws, as amended May 4, 2022 (Incorporated by reference to Exhibit 3.1 from the Registrant’s Quarterly Report on Form 10-Q File No. 0001-33296) filed on May 9, 2022).
5.1	*	Opinion of Hogan Lovells US LLP.
23.1	*	Consent of Deloitte & Touche LLP.
23.2	*	Consent of Hogan Lovells US LLP (included in Exhibit 5.1).
24.1	*	Powers of Attorney of National CineMedia, Inc.
107	*	Filing Fee Table

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Centennial, State of Colorado, on August 9, 2022.

National CineMedia, Inc.
By:	/s/ Thomas F. Lesinski
	Thomas F. Lesinski
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on August 9, 2022.

Name	Title
/s/ Thomas F. Lesinski	Chief Executive Officer and Director
Thomas F. Lesinski	(Principal Executive Officer)
/s/ Ronnie Y. Ng	Chief Financial Officer
Ronnie Y. Ng	(Principal Accounting and Financial Officer)
*	Chairman
Mark B. Segall
*	Director
David E. Glazek
*	Director
Lawrence A. Goodman
*	Director
Kurt C. Hall
*	Director
Juliana F. Hill
*	Director
Donna Reisman
*	Director
Renana Teperberg
*	Director
Mark Zoradi

*By:	/s/ Maria V. Woods	Attorney-in-fact
	Maria V. Woods