As filed with the Securities and Exchange Commission on March 27, 2015
File No. 001-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10
General Form for Registration of Securities
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
MSG Spinco, Inc.*
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 47-3373056 | |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) | |
Two Pennsylvania Plaza New York, NY | 10121 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(212) 465-6000
(Registrant’s telephone number, including area code)
Securities to be Registered Pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered | Name of Each Exchange on Which Each Class is to be Registered | |
| Class A Common Stock, par value $.01 per share | [The NASDAQ Stock Market LLC] |
Securities to be Registered Pursuant to Section 12(g) of the Act:
None
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 “small reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large Accelerated Filer | ¨ | Accelerated Filer | ¨ | |||
| Non-Accelerated Filer | x (Do not check if smaller reporting company) | Smaller reporting company | ¨ | |||
| * | The registrant is currently named MSG Spinco, Inc. The registrant plans to change its name following the effective date of this registration statement. |
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN ITEMS OF FORM 10
AND THE ATTACHED INFORMATION STATEMENT.
| Item 1. | Business |
The information required by this item is contained under the sections “Summary,” “Business,” “Available Information” and “Combined Financial Statements” of this information statement. Those sections are incorporated herein by reference.
| Item 1A. | Risk Factors |
The information required by this item is contained under the section “Risk Factors.” That section is incorporated herein by reference.
| Item 2. | Financial Information |
The information required by this item is contained under the sections “Summary,” “Selected Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this information statement. Those sections are incorporated herein by reference.
| Item 3. | Properties |
The information required by this item is contained under the section “Business — Properties” of this information statement. That section is incorporated herein by reference.
| Item 4. | Security Ownership of Certain Beneficial Owners and Management |
The information required by this item is contained under the sections “Summary” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this information statement. Those sections are incorporated herein by reference.
| Item 5. | Directors and Executive Officers |
The information required by this item is contained under the section “Corporate Governance and Management” of this information statement. That section is incorporated herein by reference.
| Item 6. | Executive Compensation |
The information required by this item is contained under the section “Executive Compensation” of this information statement. That section is incorporated herein by reference.
| Item 7. | Certain Relationships and Related Transactions |
The information required by this item is contained under the sections “Certain Relationships and Related Party Transactions” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this information statement. Those sections are incorporated herein by reference.
| Item 8. | Legal Proceedings |
The information required by this item is contained under the section “Business — Legal Proceedings” of this information statement. That section is incorporated herein by reference.
| Item 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters |
The information required by this item is contained under the sections “Risk Factors,” “The Distribution,” “Dividend Policy,” “Business,” “Corporate Governance and Management,” “Shares Eligible for Future Sale” and “Description of Capital Stock” of this information statement. Those sections are incorporated herein by reference.
| Item 10. | Recent Sales of Unregistered Securities |
On March 4, 2015, MSG Spinco, Inc. was incorporated in the State of Delaware. On March 27, 2015, MSG Holdings, L.P., an indirect subsidiary of The Madison Square Garden Company, acquired 100 uncertificated shares of common stock of MSG Spinco, Inc. for $100.
| Item 11. | Description of Registrant’s Securities to be Registered |
The information required by this item is contained under the sections “The Distribution” and “Description of Capital Stock” of this information statement. Those sections are incorporated herein by reference.
| Item 12. | Indemnification of Directors and Officers |
The information required by this item is contained under the section “Indemnification of Directors and Officers” of this information statement. That section is incorporated herein by reference.
| Item 13. | Financial Statements and Supplementary Data |
The information required by this item is contained under the sections “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Combined Financial Statements” of this information statement. Those sections are incorporated herein by reference.
| Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
| Item 15. | Financial Statements and Exhibits |
| (a) | Financial Statements |
The information required by this item is contained under the section “Combined Financial Statements” beginning on page F-1 of this information statement. That section is incorporated herein by reference.
| (b) | Exhibits |
The following documents are filed as exhibits hereto:
Exhibit | Description | |
| 2.1 | Form of Distribution Agreement between The Madison Square Garden Company and MSG Spinco, Inc.* | |
| 3.1 | Certificate of Incorporation of MSG Spinco, Inc. | |
| 3.2 | Form of Amended and Restated Certificate of Incorporation (as in effect immediately prior to Distribution) of MSG Spinco, Inc.* | |
| 3.3 | By-laws of MSG Spinco, Inc. | |
| 3.4 | Form of Amended By-Laws (as in effect immediately prior to Distribution) of MSG Spinco, Inc.* | |
Exhibit | Description | |
| 10.1 | Form of Transition Services Agreement between The Madison Square Garden Company and MSG Spinco, Inc.* | |
| 10.2 | Form of Tax Disaffiliation Agreement between The Madison Square Garden Company and MSG Spinco, Inc.* | |
| 10.3 | Form of Employee Matters Agreement between The Madison Square Garden Company and MSG Spinco, Inc.* | |
| 10.4 | MSG Spinco, Inc. Employee Stock Plan* | |
| 10.5 | MSG Spinco, Inc. Cash Incentive Plan* | |
| 10.6 | MSG Spinco, Inc. Stock Plan for Non-Employee Directors* | |
| 21.1 | Subsidiaries of the Registrant* | |
| 99.1 | Preliminary Information Statement dated March 27, 2015 | |
| * | To be filed by amendment. |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| MSG Spinco, Inc. | ||
| By | /s/ James L. Dolan | |
| Name: | James L. Dolan | |
| Title: | Executive Chairman | |
Dated: March 27, 2015
