As filed with the Securities and Exchange Commission on November 28, 2011
Registration No. 333-176988
UNITED STATES
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
LIBERTY MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
| 20-8988475 |
(State or other jurisdiction of |
| (I.R.S. Employer |
|
|
|
12300 Liberty Boulevard | ||
Englewood, Colorado 80112 | ||
(Address of principal executive offices) (Zip Code) |
Liberty Media Corporation Transitional Stock Adjustment Plan
(Full title of the plan)
Charles Y. Tanabe, Esq. |
| Copy to: |
Liberty Media Corporation (Name, address and telephone number of agent for service) |
| Renee L. Wilm, Esq. Baker Botts L.L.P. |
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 o |
|
|
| Accelerated filer o |
Non-accelerated filer x |
| (Do not check if a smaller reporting company) |
| Smaller reporting company o |
PARTIAL TERMINATION OF REGISTRATION:
This Post-Effective Amendment No. 1 amends the Registration Statement on Form S-8 (Registration No. 333-176988) of Liberty Media Corporation (the “Company”), which was filed with the Securities and Exchange Commission on September 26, 2011 (the “Registration Statement”). The Registration Statement relates to the registration of securities issuable pursuant to the Liberty Media Corporation Transitional Stock Adjustment Plan (the “Plan”).
On November 28, 2011, the Company converted each outstanding share of its Series A Liberty Starz common stock and Series B Liberty Starz common stock into 0.88129 of a share of its Series A Liberty Capital common stock and Series B Liberty Capital common stock, respectively, with cash paid in lieu of fractional shares. Accordingly, this Post-Effective Amendment No. 1 to the Registration Statement deregisters all of the shares of Series A Liberty Starz common stock, par value $.01 per share, and all of the shares of Series B Liberty Starz common stock, par value $.01 per share, of the Company registered for issuance under the Registration Statement that remain unsold as of the date hereof.
Item 8. Exhibits.
Exhibit No. |
| Description |
|
|
|
24.1 |
| Power of Attorney* |
* Previously filed.
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 Englewood, State of Colorado, on this 28th day of November, 2011.
| LIBERTY MEDIA CORPORATION | |
|
| |
|
| |
| By: | /s/ Charles Y. Tanabe |
| Name: | Charles Y. Tanabe |
| Title: | Executive Vice President and General Counsel |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Name |
| Title |
| Date |
|
|
|
|
|
* |
| Chairman of the Board and Director |
| November 28, 2011 |
John C. Malone |
|
|
|
|
|
|
|
|
|
* |
| Chief Executive Officer (Principal Executive Officer), President and Director |
| November 28, 2011 |
Gregory B. Maffei |
|
|
| |
|
|
|
|
|
* |
| Chief Financial Officer (Principal Financial and Principal Accounting Officer) |
| November 28, 2011 |
Christopher W. Shean |
|
|
| |
|
|
|
|
|
* |
| Director |
| November 28, 2011 |
Robert R. Bennett |
|
|
|
|
|
|
|
|
|
* |
| Director |
| November 28, 2011 |
Donne F. Fisher |
|
|
|
|
|
|
|
|
|
* |
| Director |
| November 28, 2011 |
M. Ian Gilchrist |
|
|
|
|
|
|
|
|
|
* |
| Director |
| November 28, 2011 |
Evan D. Malone |
|
|
|
|
|
|
|
|
|
* |
| Director |
| November 28, 2011 |
David E. Rapley |
|
|
|
|
Name |
| Title |
| Date |
|
|
|
|
|
* |
| Director |
| November 28, 2011 |
Larry E. Romrell |
|
|
|
|
|
|
|
|
|
* |
| Director |
| November 28, 2011 |
Andrea L. Wong |
|
|
|
|
*By: | /s/ Charles Y. Tanabe |
|
| November 28, 2011 |
| Charles Y. Tanabe |
|
|
|
| Attorney-in-Fact |
|
|
|