As filed with the Securities and Exchange Commission on May 9, 2013
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
National CineMedia, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 20-5665602 | |
| (State or other jurisdiction of incorporation) |
(I.R.S. employer identification number) |
9110 E. Nichols Ave., Suite 200
Centennial, Colorado 80112-3405
(Address, including zip code, of registrant’s principal executive offices)
National CineMedia, Inc. 2007 Equity Incentive Plan
(Full title of the plan)
Ralph E. Hardy, Esq.
Executive Vice President and General Counsel
National CineMedia, Inc.
9110 E. Nichols Ave., Suite 200
Centennial, Colorado 80112-3405
(303) 792-3600
(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, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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| Title of securities to be registered |
Amount to be registered(1) |
Proposed maximum offering price per share(2) |
Proposed maximum aggregate offering price |
Amount of registration fee | ||||
| Common Stock, par value $0.01 per share |
2,800,000 shares | $15.82 | $44,296,000 | $6,041.98 | ||||
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| (1) | This Registration Statement shall also cover any additional shares of Common Stock which become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of common stock. |
| (2) | Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended (the “Securities Act”), based on based upon the average of the high and low prices of the registrant’s common stock on the Nasdaq Global Select Market on May 2, 2013, which was $15.82. |
FORM S-8 PURSUANT TO GENERAL INSTRUCTION E
This Form S-8 is filed with the Securities and Exchange Commission (the “Commission”) pursuant to General Instruction E to Form S-8 to register an additional 2,800,000 shares of Common Stock that may be issued to participants under the National CineMedia, Inc. 2007 Equity Incentive Plan, as amended and restated (the “Plan”). The contents of the earlier Registration Statements on Form S-8, Registration No. 333-140652, 333-158836 and 333-176054, are hereby incorporated by reference into this Form S-8. All capitalized terms not defined herein shall have the same meaning as set forth in the Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by National CineMedia, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference in this Registration Statement:
| (a) | The Registrant’s Annual Report on Form 10-K for its fiscal year ended December 27, 2012; |
| (b) | The Registrant’s Quarterly Report on Form 10-Q for its quarter ended March 28, 2013; |
| (c) | The Registrant’s Current Reports on Form 8-K, filed with the Commission on January 11, 2013, January 22, 2013, March 4, 2013, March 18, 2013, May 2, 2013 (excluding portions furnished under Item 2.02) and May 7, 2013; |
| (d) | The Registrant’s Registration Statements on Form S-8 relating to the Plan, filed with the Commission on February 13, 2007, April 28, 2009 and August 4, 2011; and |
| (e) | The description of the Registrant’s common stock, par value $0.01 per share, contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on February 5, 2007. |
All reports and other documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents, excluding any information furnished under Item 7.01 or Item 2.02 of any Current Report on Form 8-K.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or replaces such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits
The following exhibits are submitted herewith or incorporated by reference herein.
| Exhibit |
Reference |
Description | ||
| 4.1 | (1) | National CineMedia, Inc. 2007 Equity Incentive Plan, as amended and restated. | ||
| 4.2 | (2) | Form of 2013 Restricted Stock Agreement (Time Based). | ||
| 4.3 | (3) | Form of 2013 Restricted Stock Agreement (Performance Based). | ||
| 4.4 | (4) | Form of Restricted Stock Unit Agreement. | ||
| 5.1 | * | Opinion of Bryan Cave LLP. | ||
| 23.1 | * | Consent of Deloitte & Touche LLP. | ||
| 23.2 | * | Consent of Bryan Cave LLP (included in Exhibit 5.1). | ||
| 24.1 | * | Power of Attorney. | ||
| * | Filed herewith. |
| (1) | Incorporated by reference to Exhibit 10.2 from the Registrant’s Current Report on Form 8-K (File No. 001-33296) filed on May 2, 2013. |
| (2) | Incorporated by reference to Exhibit 10.23.5 from the Registrant’s Annual Report on Form 10-K (File No. 001-33296) filed on February 22, 2013. |
| (3) | Incorporated by reference to Exhibit 10.23.6 from the Registrant’s Annual Report on Form 10-K (File No. 001-33296) filed on February 22, 2013. |
| (4) | Incorporated by reference to Exhibit 10.34 from the Registrant’s Annual Report on Form 10-K (File No. 001-33296) filed on March 6, 2009. |
SIGNATURES
Pursuant to the requirements of the 1933 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Centennial, State of Colorado, on the 9th day of May, 2013.
| NATIONAL CINEMEDIA, INC. | ||
| By: | * | |
| Kurt C. Hall | ||
| President, Chief Executive Officer and Chairman | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| * |
President, Chief Executive Officer and Chairman (Principal Executive Officer) |
May 9, 2013 | ||
| Kurt C. Hall | ||||
| * |
Vice President and Interim Co-Chief Financial Officer (Principal Financial Officer) |
May 9, 2013 | ||
| David J. Oddo | ||||
| * |
Senior Vice President and Interim Co-Chief Financial Officer (Principal Accounting Officer) |
May 9, 2013 | ||
| Jeffrey T. Cabot | ||||
| * |
Director |
May 9, 2013 | ||
| Lawrence A. Goodman | ||||
| * |
Director |
May 9, 2013 | ||
| David R. Haas | ||||
| * |
Director |
May 9, 2013 | ||
| James R. Holland, Jr. | ||||
| * |
Director |
May 9, 2013 | ||
| Stephen L. Lanning | ||||
| Signature |
Title |
Date | ||
| * |
Director |
May 9, 2013 | ||
| Edward H. Meyer | ||||
| * |
Director |
May 9, 2013 | ||
| Amy E. Miles | ||||
| * |
Director |
May 9, 2013 | ||
| Lee Roy Mitchell | ||||
| * |
Director |
May 9, 2013 | ||
| Craig R. Ramsey | ||||
| * |
Director |
May 9, 2013 | ||
| Scott N. Schneider | ||||
| *By: | /s/ Ralph E. Hardy | |
| Ralph E. Hardy Attorney in fact |