As filed with the Securities and Exchange Commission on November 5, 2020

Registration No.                 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

LIONS GATE ENTERTAINMENT CORP.

(Exact name of registrant as specified in its charter)

 

 

 

British Columbia, Canada   N/A

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

250 Howe Street, 20th Floor

Vancouver, British Columbia V6C 3R8

and

2700 Colorado Avenue

Santa Monica, California 90404

(Address, including zip code, of Principal Executive Offices)

 

 

Lions Gate Entertainment Corp. 2019 Performance Incentive Plan

(Full title of the plan)

 

 

Adrian Kuzycz

Executive Vice President and Associate General Counsel

Lions Gate Entertainment Corp.

2700 Colorado Avenue

Santa Monica, California 90404

(877) 848-3866

(Name, address and telephone number, including area code, of agent for service)

 

 

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.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of

Securities

To Be Registered

 

Amount

To Be

Registered

 

Proposed

Maximum

Offering

Price

Per Share

 

Proposed

Maximum

Aggregate

Offering

Price

 

Amount Of

Registration

Fee

Common Shares, no par value per share(1)

  10,000,000(2) shares   $6.975(3)   $69,750,000(3)   $7,610(3)

 

 

(1) 

For purposes of this Registration Statement, “Common Shares” refers to both Class A Voting Shares (“Class A Shares”) of Lions Gate Entertainment Corp., a company continued under the laws of the Province of British Columbia (the “Company” or the “Registrant”), and Class B Non-Voting Shares (“Class B Shares”) of the Company. The shares offered pursuant to the Lions Gate Entertainment Corp. 2019 Performance Incentive Plan (the “2019 Plan”) may be Class A Shares or Class B Shares, as the Company may determine from time to time, and each share issued (whether a Class A Share or a Class B Share) will reduce the number of Common Shares remaining available for issuance under the 2019 Plan. As indicated in footnote (3) below, the registration fee for this Registration Statement was calculating using the average of the high and low prices of the Class A Shares on the date indicated below. Such high and low prices of the Class A Shares on that date were greater than the high and low prices, respectively, of the Class B Shares on that same date.

(2) 

This Registration Statement covers, in addition to the number of Common Shares stated above, options and other rights to purchase or acquire the Common Shares covered by this Registration Statement and, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), an additional indeterminate number of shares, options and rights that may be offered or issued pursuant to the 2019 Plan as a result of one or more adjustments under the plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.

(3) 

Pursuant to Securities Act Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Class A Shares on November 4, 2020, as quoted on the New York Stock Exchange.

The Exhibit Index for this Registration Statement is at page 4.

 

 

 


EXPLANATORY NOTE

This Registration Statement is filed by the Company to register additional securities issuable pursuant to the 2019 Plan and consists of only those items required by General Instruction E to Form S-8.

PART I

INFORMATION REQUIRED IN THE

SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Securities Act Rule 428(b)(1).

 

2


PART II

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

 

Item 3.

Incorporation of Certain Documents by Reference

The following documents of the Company filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

 

  (a)

The Company’s Annual Report on Form 10-K for its fiscal year ended March 31, 2020, filed with the Commission on May 27, 2020 (Commission File No. 001-14880);

 

  (b)

The Company’s Quarterly Reports on Form 10-Q for its fiscal quarters ended June  30, 2020 and September 30, 2020, filed with the Commission on August 6, 2020 and November 5, 2020, respectively (each, Commission File No. 001-14880);

 

  (c)

The Company’s Current Reports on Form 8-K, filed with the Commission on April  3, 2020, May 18, 2020, August 26, 2020, and September 15, 2020 (each, Commission File No. 001-14880); and

 

  (d)

The description of the Company’s Common Shares contained in its Registration Statement on Form 8-A filed with the Commission on November 29, 2016 (Commission File No. 001-14880), and any other amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “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 into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.

 

Item 5.

Interests of Named Experts and Counsel

Not applicable.

 

Item 8.

Exhibits

See the attached Exhibit Index at page 4, which is incorporated herein by reference.

 

3


EXHIBIT INDEX

 

Exhibit
Number

  

Description of Exhibit

  4    Lions Gate Entertainment Corp. 2019 Performance Incentive Plan (as amended and restated, effective July  21, 2020). (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 15, 2020 (Commission File No.  001-14880) and incorporated herein by this reference.)
  5    Opinion of Dentons Canada LLP (opinion re legality).
23.1    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2    Consent of Counsel (included in Exhibit 5.1).
24    Power of Attorney (included in this Registration Statement under “Signatures”).

 

4


SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Monica, State of California, on November 5, 2020.

 

LIONS GATE ENTERTAINMENT CORP.
By:  

/s/ James W. Barge

  James W. Barge
  Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jon Feltheimer, Michael Burns, Corii Berg and James W. Barge, and each of them, acting individually and without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Jon Feltheimer

Jon Feltheimer

  

Chief Executive Officer and Director

(Principal Executive Officer)

  November 5, 2020

/s/ James W. Barge

James W. Barge

  

Chief Financial Officer

(Principal Financial and Accounting Officer)

  November 5, 2020

/s/ Michael Burns

Michael Burns

   Director   November 5, 2020

/s/ Mignon L. Clyburn

Mignon L. Clyburn

   Director   November 5, 2020

 

5


Signature

  

Title

 

Date

/s/ Gordon Crawford

   Director   November 5, 2020
Gordon Crawford     

/s/ Emily Fine

   Director   November 5, 2020
Emily Fine     

/s/ Michael T. Fries

   Director   November 5, 2020
Michael T. Fries     

/s/ Susan McCaw

   Director   November 5, 2020
Susan McCaw     

/s/ Yvette Ostolaza

   Director   November 5, 2020
Yvette Ostolaza     

/s/ Mark H. Rachesky, M.D.

   Chairman of the Board of Directors   November 5, 2020
Mark H. Rachesky, M.D.     

/s/ Daniel Sanchez

   Director   November 5, 2020
Daniel Sanchez     

/s/ Daryl Simm

   Director   November 5, 2020
Daryl Simm     

/s/ Hardwick Simmons

   Director   November 5, 2020
Hardwick Simmons     

/s/ David M. Zaslav

   Director   November 5, 2020
David M. Zaslav     

 

6

EX-5

Exhibit 5

 

   Dentons Canada LLP
   20th Floor, 250 Howe Street
   Vancouver, BC, Canada V6C 3R8

dentons.com

November 5, 2020

Lions Gate Entertainment Corp.

2700 Colorado Avenue

Santa Monica, CA

Dear Sir:

 

RE:

Registration of Class A Voting Shares and Class B Non-Voting Shares of Lions Gate Entertainment Corp.

We have acted as Canadian counsel to Lions Gate Entertainment Corp., a company existing under the laws of British Columbia (the “Company”). At your request, we have examined the Registration Statement of the Company on Form S-8 dated November 5, 2020 (the “Registration Statement”) in connection with the registration under the United States Securities Act of 1933 of Class A Voting Shares of the Company and Class B Non-Voting Shares of the Company (the “Common Shares”). The registration under the Registration Statement relates to the offering and sale by the Company of up to 10,000,000 Common Shares (the “Offered Shares”) issuable pursuant to the Lions Gate Entertainment Corp. 2019 Performance Incentive Plan (the “2019 Plan”).

In our capacity as such counsel, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate and other records and documents as we considered appropriate including, without limitation:

 

  (a)

the Registration Statement;

 

  (b)

the 2019 Plan;

 

  (c)

the Notice of Articles of the Company, as currently in effect;

 

  (d)

the Articles of the Company, as currently in effect;

 

  (e)

certified unanimous written consent resolutions executed by each of the directors comprising the Company’s board of directors dated July 17, 2019 approving the adoption of the 2019 Plan and related matters;

 

  (f)

certified unanimous written consent resolutions executed by each of the directors comprising the Company’s board of directors dated July 21, 2020 approving the amendment and restatement of the 2019 Plan, subject to shareholder approval, and related matters;

 

  (g)

certified minutes of a meeting of the Company’s shareholders held on September 15, 2020, approving, among other things, the amendment and restatement, effective July 21, 2020, of the 2019 Plan and related matters; and

 


  Lions Gate Entertainment Corp.    dentons.com
  November 5, 2020   
  Page 2   

 

  (h)

Form 8-K of the Company filed under the United States Securities Act of 1933 on September 13, 2019, related inter alia to shareholder approval of the 2019 Plan.

Our opinions expressed herein are limited to the current laws of the Province of British Columbia and those federal laws of Canada applicable therein and should not be relied upon, nor are they given, in respect of the laws of any other jurisdiction.

In connection with the opinions expressed herein, we have considered such questions of law and examined such statutes, public and corporate records, certificates of governmental authorities and officers of the Company, other documents and conducted such other examinations as we have considered necessary for the purpose of our opinion.

For the purposes of the opinions expressed herein, we have assumed, with respect to all documents examined by us, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, telecopied or photostatic copies. We have also assumed that the Company reserves under the 2019 Plan an adequate number of authorized and unissued Common Shares and that the consideration required to be paid in connection with the issuance of the Offered Shares is actually received by the Company as provided in the 2019 Plan and is determined by the directors of the Company to be at least equal to the issue price established by the directors for the Offered Shares.

On the basis of such examination, our reliance upon the assumptions in this opinion and our consideration of these questions of law we considered relevant and subject to the limitations and qualifications in this opinion, we are of the opinion that the Offered Shares to be issued under the 2019 Plan will be validly issued, fully paid, and non-assessable.

This opinion is rendered only to you and is solely for your benefit in connection with the transactions covered hereby. This opinion may not be relied upon by you for any other purpose, or furnished to, quoted to or relied upon by any other person, firm or corporation for any purpose, without our prior written consent.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement.

Yours truly,

Dentons Canada LLP

 

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2019 Performance Incentive Plan (as amended and restated effective July 21, 2020) of Lions Gate Entertainment Corp. of our reports dated May 27, 2020, with respect to the consolidated financial statements and schedule of Lions Gate Entertainment Corp. and the effectiveness of internal control over financial reporting of Lions Gate Entertainment Corp. included in its Annual Report (Form 10-K) for the year ended March 31, 2020, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Los Angeles, California

November 5, 2020