As filed with the Securities and Exchange Commission on December 6, 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
MADISON SQUARE GARDEN ENTERTAINMENT CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 84-3755666 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) |
Two Pennsylvania Plaza
New York, New York 10121
(Address of principal executive offices, including zip code)
2020 Employee Stock Plan, as amended
2020 Stock Plan for Non-Employee Directors, as amended
(Full title of each plan)
Jamal H. Haughton
Executive Vice President and General Counsel
Two Pennsylvania Plaza
New York, New York 10121
(Name and address of agent for service)
(212) 465-6000
(Telephone number, including area code, of agent for service)
With a copy to:
Robert W. Downes, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000
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 filed by Madison Square Garden Entertainment Corp. (the “Registrant”), to register an additional 1,500,000 shares of the Registrant’s Class A Common Stock, issuable under the Madison Square Garden Entertainment Corp. 2020 Employee Stock Plan, as amended, and an additional 100,000 shares of the Registrant’s Class A Common Stock, issuable under the Madison Square Garden Entertainment Corp. 2020 Stock Plan for Non-Employee Directors, as amended (collectively, the “Plans”). The Board of Directors of the Registrant approved the Plans on October 7, 2022, and on December 6, 2022, the Plans were approved by the Registrant’s stockholders at the annual meeting.
In accordance with General Instruction E to Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 registering 3,150,000 shares of Class A Common Stock issuable under the Plans and previously filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2020 (File No. 333-237718), and the Registrant’s Registration Statement on Form S-8 registering an additional 1,117,188 shares of Class A Common Stock under the Plans and previously filed with the SEC on July 9, 2021 (File No. 333-257817) are hereby incorporated by reference herein, except to the extent supplemented, amended or superseded by the information set forth therein or herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
All information required by Part I to be contained in the prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| ITEM 3. | INCORPORATION OF DOCUMENTS BY REFERENCE. |
The following documents filed by the Registrant are incorporated herein by reference (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):
(b) The Registrant’s Annual Report on Form 10-K for the year ended June 30, 2022 filed with the SEC on August 19, 2022;
(c) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 filed with the SEC on November 9, 2022; and
(d) The Registrant’s Current Reports on Form 8-K filed with SEC on August 19, 2022 and November 9, 2022.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein to be a part hereof from the date of filing of such documents (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with Commission rules).
| ITEM 8. | EXHIBITS. |
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 this Registration Statement and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on this 6th day of December, 2022.
| MADISON SQUARE GARDEN ENTERTAINMENT CORP. | ||
| By: | /s/ Jamal H. Haughton | |
| Name: | Jamal H. Haughton | |
| 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 date indicated. Each person whose signature appears below hereby authorizes David F. Byrnes, Jamal H. Haughton and Mark C. Cresitello to file one or more amendments, including Post-Effective Amendments, to this Registration Statement, which Amendments may make such changes as any of them deems appropriate, and each person whose signature appears below, individually and in each capacity stated below, hereby appoints David F. Byrnes, Jamal H. Haughton and Mark C. Cresitello as Attorney-in-Fact to execute his or her name and on his or her behalf to file any such Amendments to this Registration Statement.
Name | Title | Date | ||
/s/ James L. Dolan James L. Dolan | Executive Chairman and Chief Executive Officer (Principal Executive Officer) and Director | December 6, 2022 | ||
/s/ David F. Byrnes David F. Byrnes | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | December 6, 2022 | ||
/s/ Courtney M. Zeppetella Courtney M. Zeppetella | Senior Vice President, Controller and Chief Accounting Officer | December 6, 2022 | ||
/s/ Martin Bandier Martin Bandier | Director | December 6, 2022 | ||
/s/ Charles F. Dolan Charles F. Dolan | Director | December 6, 2022 | ||
/s/ Charles P. Dolan Charles P. Dolan | Director | December 6, 2022 | ||
/s/ Kristin A. Dolan Kristin A. Dolan | Director | December 6, 2022 | ||
/s/ Marianne Dolan Weber Marianne Dolan Weber | Director | December 6, 2022 | ||
/s/ Paul J. Dolan Paul J. Dolan | Director | December 6, 2022 | ||
/s/ Quentin F. Dolan Quentin F. Dolan | Director | December 6, 2022 | ||
/s/ Ryan T. Dolan Ryan T. Dolan | Director | December 6, 2022 | ||
/s/ Thomas C. Dolan Thomas C. Dolan | Director | December 6, 2022 | ||
/s/ Joseph J. Lhota Joseph J. Lhota | Director | December 6, 2022 | ||
/s/ Joel M. Litvin Joel M. Litvin | Director | December 6, 2022 | ||
/s/ Frederic V. Salerno Frederic V. Salerno | Director | December 6, 2022 | ||
/s/ Brian G. Sweeney Brian G. Sweeney | Director | December 6, 2022 | ||
/s/ John L. Sykes John L. Sykes | Director | December 6, 2022 | ||
/s/ Vincent Tese Vincent Tese | Director | December 6, 2022 | ||
/s/ Isiah L. Thomas III Isiah L. Thomas III | Director | December 6, 2022 | ||
