As filed with the United States Securities and Exchange Commission on November 10, 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
ENDEAVOR GROUP HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 83-3340169 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
9601 Wilshire Boulevard, 3rd Floor
Beverly Hills, CA 90210
(310) 285-9000
(Address, including zip code, of principal executive offices)
ENDEAVOR GROUP HOLDINGS, INC. 2021 INCENTIVE AWARD PLAN
(Full title of the plan)
Jason Lublin
Chief Financial Officer
9601 Wilshire Boulevard, 3rd Floor
Beverly Hills, CA 90210
(310) 285-9000
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Justin G. Hamill, Esq. Marc D. Jaffe, Esq. Ian D. Schuman, Esq. Benjamin J. Cohen, Esq. Ellen Smiley, Esq. Latham & Watkins LLP 1271 Avenue of the Americas New York, NY 10020 | Seth Krauss, Esq. Chief Legal Officer Robert Hilton, Esq. Senior Vice President, Associate General Counsel & Corporate Secretary Endeavor Group Holdings, Inc. 11 Madison Avenue New York, NY 10010 (212) 586-5100 |
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 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. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 7,414,203 shares of Class A common stock, par value $0.00001 per share (“Class A Common Stock”), of Endeavor Group Holdings, Inc. (the “Registrant”) issuable under the Endeavor Group Holdings, Inc. 2021 Incentive Award Plan (the “2021 Plan”), for which a Registration Statement of the Registrant on Form S-8 (File No. 333-255599) relating to the same employee benefit plan is effective.
Pursuant to General Instruction E of Form S-8, the contents of the above-referenced registration statement is incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.
| Item 8. | Exhibits. |
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | ||||||||||||||||
| 3.1 | Amended and Restated Certificate of Incorporation of Endeavor Group Holdings, Inc. | 10-Q | 001-40373 | 3.1 | 06/02/2021 | |||||||||||||||||
| 3.2 | Amended and Restated Bylaws of Endeavor Group Holdings, Inc. | 10-Q | 001-40373 | 3.2 | 11/15/2021 | |||||||||||||||||
| 4.1 | Form of Specimen Certificate Representing Class A Common Stock. | S-1 | 333-254908 | 4.1 | 03/31/2021 | |||||||||||||||||
| 5.1 | Opinion of Latham & Watkins LLP. | X | ||||||||||||||||||||
| 23.1 | Consent of Deloitte & Touche, Independent Registered Public Accounting Firm. | X | ||||||||||||||||||||
| 23.2 | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | X | ||||||||||||||||||||
| 24.1 | Power of Attorney (included on the signature page of this Registration Statement) | X | ||||||||||||||||||||
| 99.1 | Endeavor Group Holdings, Inc. 2021 Incentive Award Plan. | S-1/A | 333-254908 | 10.28 | 04/20/2021 | |||||||||||||||||
| 107 | Filing Fee Table | X | ||||||||||||||||||||
Pursuant to the requirements of the Securities Act of 1933, 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 Beverly Hills, California, on this 10th day of November 2022.
| ENDEAVOR GROUP HOLDINGS, INC. | ||
| By: | /s/ Jason Lublin | |
| Name: Jason Lublin | ||
| Title: Chief Financial Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jason Lublin, Seth Krauss and Robert Hilton , and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy, and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Ariel Emanuel | Chief Executive Officer and Director (principal executive officer) | November 10, 2022 | ||
| Ariel Emanuel | ||||
/s/ Jason Lublin | Chief Financial Officer (principal financial officer) | November 10, 2022 | ||
| Jason Lublin | ||||
/s/ William Fullerton | Global Controller and Chief Accounting Officer (principal accounting officer) | November 10, 2022 | ||
| William Fullerton | ||||
/s/ Patrick Whitesell | Executive Chairman and Director | November 10, 2022 | ||
| Patrick Whitesell | ||||
/s/ Egon Durban | Director | November 10, 2022 | ||
| Egon Durban | ||||
/s/ Stephen Evans | Director | November 10, 2022 | ||
| Stephen Evans | ||||
/s/ Fawn Weaver | Director | November 10, 2022 | ||
| Fawn Weaver | ||||
/s/ Ursula Burns | Director | November 10, 2022 | ||
| Ursula Burns | ||||
/s/ Jaqueline Reses | Director | November 10, 2022 | ||
| Jacqueline Reses | ||||
