As filed with the Securities and Exchange Commission on March 28, 2022
Registration No. 333-261188
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DISCOVERY, INC.
(Exact name of registrant as specified in its charter)
| | | | |
Delaware
| | 4841
| | 35-2333914
|
| (State of Incorporation) | | (Primary Standard Industrial
Classification Code Number) | | (I.R.S. Employer
Identification No.) |
230 Park Avenue South
New York, New York 10003
(212) 548-5555
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Savalle Sims, Esq.
Executive Vice President and General Counsel
Discovery, Inc.
230 Park Avenue South
New York, New York 10003
(212) 548-5555
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
| | | | |
Matthew E. Kaplan, Esq.
Jonathan E. Levitsky, Esq. Sue Meng, Esq. Jeffrey J. Rosen, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000 | | Stacey S. Maris, Esq. Senior Vice President, Deputy General Counsel and Secretary AT&T Inc. One AT&T Plaza 208 South Akard Street Dallas, Texas 75202 (210) 821-4105 | | Eric M. Krautheimer, Esq. Patrick S. Brown, Esq. Melissa Sawyer, Esq. Sullivan & Cromwell LLP
125 Broad St. New York, New York 10004 (212) 558-4000 |
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after all conditions to the transactions contemplated by the Agreement and Plan of Merger, dated as of May 17, 2021, described in the information statement/prospectus that forms a part of this Registration Statement have been satisfied or waived.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ Registration No. 333-261188
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | |
| Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
| | | |
| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
| | | |
| | | | Emerging growth company | | ☐ |
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. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
