10-12B 1 y90138e10v12b.htm FORM 10-12B e10v12b
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As filed with the Securities and Exchange Commission on March 17, 2011
File No. 001-  
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
Form 10
 
General Form for Registration of Securities
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
 
 
 
 
AMC Networks Inc.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
 
     
Delaware
  27-5403694
(State or Other Jurisdiction of
Incorporation or Organization)
  (IRS Employer
Identification Number)
     
11 Penn Plaza
New York, NY
(Address of Principal
Executive Offices)
  10001
(Zip Code)
(212) 324-8500
(Registrant’s telephone number, including area code)
 
 
 
 
Securities to be Registered
Pursuant to Section 12(b) of the Act:
 
     
Title of Each Class
  Name of Each Exchange
to be so Registered
 
on Which Each Class is to be Registered
 
Class A Common Stock, par value $.01 per share
   
 
Securities to be Registered Pursuant to Section 12(g) of the Act:
None
 


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Item 1. Business
Item 1A. Risk Factors
Item 2. Financial Information
Item 3. Properties
Item 4. Security Ownership of Certain Beneficial Owners and Management
Item 5. Directors and Executive Officers
Item 6. Executive Compensation
Item 7. Certain Relationships and Related Transactions
Item 8. Legal Proceedings
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
Item 10. Recent Sales of Unregistered Securities
Item 11. Description of Registrant’s Securities to be Registered
Item 12. Indemnification of Directors and Officers
Item 13. Financial Statements and Supplementary Data
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 15. Financial Statements and Exhibits
EX-3.1
EX-3.3
EX-99.1


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INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN ITEMS OF FORM 10
AND THE ATTACHED INFORMATION STATEMENT.
 
Item 1.   Business
 
The information required by this item is contained under the sections “Summary,” “Business,” “Available Information” and “AMC Networks Inc. Consolidated Financial Statements” of the Information Statement attached hereto as Exhibit 99.1 (the “Information Statement”). Those sections are incorporated herein by reference.
 
Item 1A.   Risk Factors
 
The information required by this item is contained under the section “Risk Factors” of the Information Statement. That section is incorporated herein by reference.
 
Item 2.   Financial Information
 
The information required by this item is contained under the sections “Summary,” “Selected Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Information Statement. Those sections are incorporated herein by reference.
 
Item 3.   Properties
 
The information required by this item is contained under the section “Business — Properties” of the Information Statement. That section is incorporated herein by reference.
 
Item 4.   Security Ownership of Certain Beneficial Owners and Management
 
The information required by this item is contained under the sections “Summary” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of the Information Statement. Those sections are incorporated herein by reference.
 
Item 5.   Directors and Executive Officers
 
The information required by this item is contained under the section “Corporate Governance and Management” of the Information Statement. That section is incorporated herein by reference.
 
Item 6.   Executive Compensation
 
The information required by this item is contained under the section “Executive Compensation” of the Information Statement. That section is incorporated herein by reference.
 
Item 7.   Certain Relationships and Related Transactions
 
The information required by this item is contained under the sections “Certain Relationships and Related Party Transactions” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of the Information Statement. Those sections are incorporated herein by reference.
 
Item 8.   Legal Proceedings
 
The information required by this item is contained under the section “Business — Legal Proceedings” of the Information Statement. That section is incorporated herein by reference.
 
Item 9.   Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
 
The information required by this item is contained under the sections “Risk Factors,” “The Distribution,” “Dividend Policy,” “Business,” “Corporate Governance and Management,” “Shares Eligible for Future Sale” and “Description of Capital Stock” of the Information Statement. Those sections are incorporated herein by reference.


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Item 10.   Recent Sales of Unregistered Securities
 
On March 9, 2011, in connection with the incorporation of AMC Networks Inc., CSC Holdings, LLC, a subsidiary of Cablevision Systems Corporation, acquired 1,000 shares of common stock of AMC Networks Inc. for $10.00.
 
Item 11.   Description of Registrant’s Securities to be Registered
 
The information required by this item is contained under the sections “The Distribution” and “Description of Capital Stock” of the Information Statement. Those sections are incorporated herein by reference.
 
Item 12.   Indemnification of Directors and Officers
 
The information required by this item is contained under the section “Indemnification of Directors and Officers” of the Information Statement. That section is incorporated herein by reference.
 
Item 13.   Financial Statements and Supplementary Data
 
The information required by this item is contained under the sections “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “AMC Networks Inc. Consolidated Financial Statements” of the Information Statement. Those sections are incorporated herein by reference.
 
Item 14.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
None.
 
Item 15.   Financial Statements and Exhibits
 
(a) Financial Statements
 
The information required by this item is contained under the section “AMC Networks Inc. Consolidated Financial Statements” beginning on page F-1 of the Information Statement. That section is incorporated herein by reference.
 
(b) Exhibits
 
The following documents are filed as exhibits hereto:
 
         
Exhibit No.
 
Description
 
  2 .1*   Distribution Agreement between Cablevision Systems Corporation and AMC Networks Inc.
  2 .2*   Contribution Agreement among Cablevision Systems Corporation, CSC Holdings, LLC and AMC Networks Inc.
  3 .1   Certificate of Incorporation of AMC Networks Inc.
  3 .2*   Form of Amended and Restated Certificate of Incorporation (as in effect immediately prior to Distribution).
  3 .3   By-Laws of AMC Networks Inc.
  3 .4*   Form of Amended and Restated By-Laws (as in effect immediately prior to Distribution).
  3 .5*   Registration Rights Agreement between AMC Networks Inc. and The Charles F. Dolan Children Trusts.
  3 .6*   Registration Rights Agreement between AMC Networks Inc. and The Dolan Family Affiliates.
  8 .1*   Form of Tax Opinion of Sullivan & Cromwell LLP.
  10 .1*   Form of Transition Services Agreement between Cablevision Systems Corporation and AMC Networks Inc.
  10 .2*   Form of Tax Disaffiliation Agreement between Cablevision Systems Corporation and AMC Networks Inc.
  10 .3*   Form of Employee Matters Agreement between Cablevision Systems Corporation and AMC Networks Inc.
  10 .4*   Form of Transition Services Agreement with Madison Square Garden, Inc.
  10 .5*   Form of Employee Matters Agreement with Madison Square Garden, Inc.
  10 .6*   Standstill Agreement by and among AMC Networks Inc. and The Dolan Family Group.
  21 .1*   Subsidiaries of the Registrant.
  99 .1   Preliminary Information Statement dated March 17, 2011.
 
 
* To be filed by amendment.


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SIGNATURES
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Amc Networks Inc.
 
  By: 
/s/  Joshua W. Sapan
Name: Joshua W. Sapan
  Title:   President and Chief Executive Officer
 
Dated: March 17, 2011