Form S-8
As filed with the Securities and Exchange Commission on July 31, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SIX FLAGS ENTERTAINMENT CORPORATION
(Exact name of registrant as specified in its charter)
|
| | |
Delaware (State or other jurisdiction of incorporation or organization) | | 13-3995059 (I.R.S. Employer Identification No.) |
924 Avenue J East
Grand Prairie, Texas 75050
(972) 595-5000
(Address of Principal Executive Offices)
SIX FLAGS ENTERTAINMENT CORPORATION LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Lance Balk, Esq.
General Counsel
Six Flags Entertainment Corporation
230 Park Avenue, 16th Floor
New York, New York 10169
(Name and address of agent for service)
(212) 652-9403
(Telephone number, including area code, of agent for service)
Copies of Communications to:
Susan J. Daley, Esq.
Perkins Coie LLP
131 S. Dearborn, Suite 1700
Chicago, Illinois 60603
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 “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
| | | | | | |
Large accelerated filer x | | Accelerated filer o | | Non-accelerated filer o (Do not check if a smaller reporting company) | | Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
|
| | | | | | | | |
Title of securities to be registered | | Amount to be registered (1) | | Proposed maximum offering price per share | | Proposed maximum aggregate offering price | | Amount of registration fee |
Common Stock, par value $0.025 per share | | 5,000,000 | | $46.31(2) | | $231,550,000(2) | | $26,907 |
| |
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (“Securities Act”), this Registration Statement includes such indeterminate number of additional shares of Common Stock as may be issuable with respect to the Common Stock being registered hereunder as a result of stock splits, stock dividends or similar transactions. |
| |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act based on the average of the high and low sales prices of the Registrant’s Common Stock on the New York Stock Exchange under the trading symbol “SIX” on July 28, 2015. The stated registration fee is paid herewith. |
STATEMENT UNDER GENERAL INSTRUCTION E.
REGISTRATION OF ADDITIONAL SECURITIES
EXPLANATORY NOTE
This Registration Statement on Form S‑8 (the “Registration Statement”) registers an additional 5,000,000 shares of common stock, $0.025 par value per share, of the Registrant, available for issuance under the Six Flags Entertainment Corporation Long-Term Incentive Plan. In accordance with General Instruction E of Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 (File No. 333-168632) filed with the Securities and Exchange Commission on August 6, 2010 are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock of the Registrant offered hereby has been passed upon for the Registrant by Mr. Lance Balk, Executive Vice President and General Counsel of the Registrant. Mr. Balk is an officer and full-time employee of the Registrant and holds, subject to certain restrictions, options to purchase shares of Common Stock of the Registrant and certain other rights to shares of Common Stock of the Registrant granted under the Registrant's Long-Term Incentive Plan.
Item 8. Exhibits.
|
| |
5.1 | Opinion of Lance Balk, Esq., Executive Vice President and General Counsel |
23.1 | Consent of Lance Balk, Esq., Executive Vice President and General Counsel (contained in Exhibit 5.1) |
23.2 | Consent of Independent Registered Public Accounting Firm |
99.1 | Six Flags Entertainment Corporation Long-Term Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Proxy Statement, filed with the Commission on March 24, 2015, Commission File No. 001-13703) |
POWER OF ATTORNEY AND SIGNATURES
That each person whose signature appears below constitutes and appoints Lance C. Balk and Walter S. Hawrylak, and each of them, his true and lawful attorney-in-fact and agent, each with full power of substitution, to act for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange 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 which they, or any of them, may deem necessary or advisable to be done in connection with this Registration Statement on Form S-8 as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or any substitute or substitutes for any or all of them, may lawfully do or cause to be done by virtue hereof.
|
| | |
| | SIX FLAGS ENTERTAINMENT CORPORATION |
| | |
| | |
| By: | /s/ James Reid-Anderson |
| Name: | James Reid-Anderson |
| Title: | Chairman of the Board, President and Chief Executive Officer |
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:
|
| | | | |
Signature | | Title | | Date |
| | | | |
/s/ James Reid-Anderson | | Chairman of the Board, President and Chief Executive Officer | | July 31, 2015 |
James Reid-Anderson | | (Principal Executive Officer) | | |
| | | | |
/s/ John M. Duffey | | Executive Vice President and Chief Financial Officer | | July 31, 2015 |
John M. Duffey | | (Principal Financial Officer) | | |
| | | | |
/s/ Leonard A. Russ | | Vice President and Chief Accounting Officer | | July 31, 2015 |
Leonard A. Russ | | (Principal Accounting Officer) | | |
| | | | |
/s/ Kurt M. Cellar | | Director | | July 31, 2015 |
Kurt M. Cellar | | | | |
| | | | |
/s/ Charles A. Koppelman | | Director | | July 31, 2015 |
Charles A. Koppelman | | | | |
| | | | |
/s/ Jon L. Luther | | Director | | July 31, 2015 |
Jon L. Luther | | | | |
| | | | |
/s/ Usman Nabi | | Director | | July 31, 2015 |
Usman Nabi | | | | |
| | | | |
/s/ Stephen D. Owens | | Director | | July 31, 2015 |
Stephen D. Owens | | | | |
| | | | |
/s/ Richard W. Roedel | | Director | | July 31, 2015 |
Richard W. Roedel | | | | |
EXHIBIT INDEX
|
| | |
Exhibit No. | | Description |
| | |
5.1 | | Opinion of Lance Balk, Esq., Executive Vice President and General Counsel |
| | |
23.1 | | Consent of Lance Balk, Esq., Executive Vice President and General Counsel (contained in Exhibit 5.1) |
| | |
23.2 | | Consent of Independent Registered Public Accounting Firm |
| | |
99.1 | | Six Flags Entertainment Corporation Long-Term Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Proxy Statement, filed with the Commission on March 24, 2015, Commission File No. 001-13703)
|