S-8

As filed with the Securities and Exchange Commission on August 4, 2011

Registration No. 333-      

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MDC PARTNERS INC.

(Exact Name of Registrant as Specified in its Charter)

Canada	7311	98-0364441
(State or Other Jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer Identification Number)
Incorporation or Organization)	Classification Code Number)

745 Fifth Avenue, New York, New York 10151

(646) 429-1800

(Address of Registrant’s Principal Executive Offices)

2011 STOCK INCENTIVE PLAN

(Full Title of the Plan)

Mitchell Gendel, Esq.

General Counsel

745 Fifth Avenue, 19th Floor, New York, New York 10151

(646) 429-1803

(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

with copy to:

Arthur H. Kohn, Esq.	Dee Rajpal
Cleary, Gottlieb, Steen & Hamilton LLP	Stikeman Elliot LLP
One Liberty Plaza	5300 Commerce Court West, 199 Bay Street
New York, NY  10006	Toronto, ON  M5L 1B9
(212) 225-2000	(416) 869-5500

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	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller Reporting Company	¨

CALCULATION OF REGISTRATION FEE
Name of Plan	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
2011 Stock Incentive Plan	Class A subordinate voting shares		2,000,000	$	18.36	(2)	$	36,720,000	(2)	$4,263.20

(1) Together with an indeterminate number of ordinary shares that may be necessary to adjust the number of shares reserved for issuance pursuant to MDC Partners Inc.’s (the “Registrant’s”) 2011 Stock Incentive Plan (the “2011 Plan”) as a result of stock splits, stock dividends or similar adjustments of the outstanding Class A subordinate voting shares of the Registrant.

(2) Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, as amended (the “Securities Act”) and based upon the average of the high and low prices of the Class A subordinate voting shares of the Registrant as reported on the NASDAQ on August 3, 2011.

PART I

INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.                  Plan Information.

 Not filed as part of this Registration Statement pursuant to Note to Part 1 of Form S-8.

Item 2.                  Registrant Information and Employee Plan Annual Information.

Not filed as part of this Registration Statement pursuant to Note to Part 1 of Form S-8.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.                  Incorporation of Documents by Reference.

The following documents, which previously have been filed by the Registrant with the Securities and Exchange Commission (the “Commission”), are incorporated herein by reference and made a part hereof:

(i)           The Registrant’s Annual Report on Form 10-K (Registration No. 001-13718) for the fiscal year ended December 31, 2010, filed by the Registrant with the Commission on March 14, 2011 (the “Annual Report”);

(ii)         All other reports filed by the Registrant pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Annual Report; and

(iii)         The description of the Registrant’s Class A subordinate voting shares (the “Shares”) included in the Registration Statement on Form 8-A (No. 001-13718) filed by the Registrant under the Exchange Act with the Commission on October 13, 1998, as amended from time to time.

All reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment hereto, which indicates that all securities offered hereunder have been sold or which deregisters all securities 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.

For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference 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 herein by reference modifies or supersedes 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.

Nothing in this Registration Statement shall be deemed to incorporate information furnished but not filed with the Commission pursuant to Item 2.01 or Item 7.01 of Form 8-K.

Item 4.                  Description of Securities.

Not applicable.

Item 5.                  Interests of Named Experts and Counsel.

Not applicable.

Item 6.                  Indemnification of Directors and Officers.

The Canada Business Corporations Act (the “Act”) provides generally that a corporation may indemnify a director or officer against all costs, charges and expenses reasonably incurred by the director or officer in respect of any civil, criminal, administrative, investigative or other proceeding to which he or she is made a party by reason of being a director or officer, where the director or officer acted honestly and in good faith with a view to the best interests of the corporation and, in the case of a criminal or administrative action or proceeding enforced by a monetary penalty, the director or officer had reasonable grounds for believing that his or her conduct was lawful.  Where such an officer or director was not judged by the court or other competent authority to have committed any fault or omitted to do anything he or she ought to have done, such officer or director is entitled to indemnification from the corporation for such costs, charges and expenses which were reasonably incurred by the officer or director in connection with the defense of any civil, criminal, investigative or other proceeding to which he or she was subject by reason of being a director or officer.

The Registrant’s bylaws provide that, except as otherwise provided for in the Act, as amended, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director, officer, employee, or agent, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Registrant through the insufficiency or deficiency of title to any property acquired for or on behalf of the Registrant, or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Registrant shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person firm or corporation with whom or which any of the moneys, securities or effects of the Registrant shall be lodged or deposited, or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Registrant, or for any other loss, damage or misfortune whatsoever which shall happen in the execution of the duties of his or her respective office or trust or in relation thereto, unless the same happen by or through his or her failure to exercise the powers and to discharge the duties of his or her office honestly and in good faith with a view to the best interests of the Registrant and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The directors for the time being of the Registrant shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Registrant, except such as shall have been submitted to and authorized or approved by the board of directors. If any director or officer of the Registrant shall be employed by or shall perform services for the Registrant otherwise than as a director or officer or shall be a member of a firm or a shareholder, director or officer of a company which is employed by or performs services for the Registrant, the fact of his or her being a director or officer of the Registrant shall not disentitle such director or officer or such firm or company, as the case may be, from receiving proper remuneration for such services.

In addition, under the Registrant’s bylaws, subject to Section 124 of the Act, every director and officer of the Registrant and his or her heirs, executors, administrators and other legal personal representatives shall from time be indemnified and save harmless by the Registrant from and against (a) any liability and all costs, charges and expenses that he or she sustains or incurs in respect of any action, suit or proceeding that is proposed or commenced against him or her for or in respect of anything done or permitted by him or her in respect of the execution of the duties of his or her office; and (b) all other costs, charges and expenses that he or she sustains or incurs in respect of the affairs of the Registrant.  The Registrant shall also indemnify any such person in other circumstances as the Act permits or requires.

The Registrant’s 2011 Stock Incentive Plan (the “2011 Plan”) provides that no member of the committee of the Board of Directors of the Registrant responsible for administration of the 2011 Plan shall be liable for any action, omission, or determination relating to the 2011 Plan and the Registrant shall indemnify and hold harmless each member of such committee and each other director or employee of the Registrant to whom any duty or power relating to the administration or interpretation of the 2011 Plan has been delegated against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the committee) arising out of any action, omission or determination relating to the 2011 Plan, unless, in either case, such action, omission or determination was taken or made by such member, director or employee in bad faith and without reasonable belief that it was in the best interests of the Registrant.

The Registrant also carries liability insurance covering officers and directors.

Item 7.                  Exemption From Registration Claimed.

Not applicable.

Item 8.                  Exhibits.

The following exhibits are filed with or incorporated by reference into this Registration Statement:

4.1 Articles of Amalgamation, dated May 1, 2011 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q filed on May 2, 2011).

4.2 General By-law No. 1, as amended on April 29, 2005 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 10-K filed on March 16, 2007).

4.3 2011 Stock Incentive Plan of the Registrant, adopted by the shareholders of the Registrant on June 1, 2011 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on June 1, 2011).

5.1 Opinion of Stikeman Elliott LLP, as to the legality of the issuance of the ordinary shares offered hereby. *

23.1 Consent of BDO USA, LLP, Independent Registered Public Accounting Firm. *

23.2 Consent of Stikeman Elliott LLP (included in Exhibit 5.1).

24.1 Power of Attorney.

*  Filed electronically herewith

Item 9.                 Undertakings.

(a)          The undersigned Registrant hereby undertakes:

(1)          To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)          To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)         To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

(iii)        To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)          That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)           The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of the employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)           Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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 New York, State of New York, on the 4th day of August, 2011.

MDC PARTNERS INC.
By:	/s/
	Name:	Miles S. Nadal
	Title:	Chairman, Chief Executive Officer and President

POWER OF ATTORNEY

Each person whose signature appears below on this Registration Statement hereby constitutes and appoints David Doft and Mitchell Gendel with full power to act as his or her true and lawful attorney-in-fact and agent, 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 (unless revoked in writing) to sign any and all amendments (including post-effective amendments thereto) to this Registration Statement to which this power of attorney is attached, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act, this Form S-8 Registration Statement has been signed below by the following persons in the capacities indicated on the 4th day of August, 2011.

Signature	Title	Date
/s/	Chairman, Chief Executive	August 4, 2011
(Miles S. Nadal)	Officer and President
/s/	Chief Financial Officer	August 4, 2011
(David B. Doft)
/s/	Chief Accounting Officer	August 4, 2011
(Michael Sabatino)
/s/	Director	August 4, 2011
(Clare Copeland)
/s/	Director	August 4, 2011
(Thomas N. Davidson)
/s/	Presiding Director	August 4, 2011
(Robert J. Kamerschen)
/s/	Director	August 4, 2011
(Scott L. Kauffman)
/s/	Director	August 4, 2011
(Michael J.L. Kirby)
/s/	Director	August 4, 2011
(Stephen M. Pustil)
/s/	Authorized U.S. Representative	August 4, 2011
(Mitchell Gendel, Esq.)

EXHIBIT INDEX

Exhibit No.	Description	Method of Filing
4.1	Articles of Amalgamation, dated May 1, 2011	Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q filed on May 2, 2011
4.2	General By-law No. 1, as amended on April 29, 2005	Incorporated by reference to Exhibit 3.2 to the Registrant’s Form 10-K dated March 15, 2007
4.3	2011 Stock Incentive Plan, adopted by the shareholders of the Registrant on June 1, 2011	Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K dated June 1, 2011
5.1	Opinion of Stikeman Elliott LLP, as to the legality of the issuance of the ordinary shares offered hereby	Filed herewith
23.1	Consent of BDO USA, LLP, Independent Registered Public Accounting Firm	Filed herewith
23.2	Consent of Stikeman Elliott LLP	Included in Exhibit 5.1
24.1	Power of Attorney	Included on signature pages

 

EX-5.1

Stikeman Elliott LLP    Barristers & Solicitors

5300 Commerce Court West, 199 Bay Street, Toronto, Canada  M5L 1B9

Tel: (416) 869-5500    Fax: (416) 947-0866     www.stikeman.com

August 4, 2011

MDC Partners Inc.

45 Hazelton Avenue

Toronto, Ontario M5R 2E3

Ladies and Gentlemen:

Re: Registration Statement on Form S-8

We have acted as Canadian counsel to MDC Partners Inc. (the “Company”) in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-8 (such registration statement, as it may be amended from time to time, is referred to herein as the “Registration Statement”) relating to the registration pursuant to the Securities Act of 1933, as amended, of 2,000,000 Class A subordinate voting shares of the Company (the “Plan Shares”) relating to the 2011 Stock Incentive Plan (as amended) (the “Plan”).

We have reviewed theRegistration Statement and have examined the Plan and such statutes, public and corporate records, opinions, certificates and other documents, and have considered such questions of law, as we have considered relevant and necessary as a basis for the opinions hereinafter set forth.

In examining all documents, we have assumed that:

(a) all individuals have the requisite legal capacity;

(b) all signatures are genuine;

(c) all documents submitted to us as originals are complete and authentic and all photostatic, certified, telecopied, notarial or other copies conform to the originals;

(d) all facts set forth in the official public records, certificates and documents supplied by public officials or otherwise conveyed to us by public officials are complete, true and accurate;

(e) all facts set forth in the certificates supplied by the Company, and officers and directors of the Company are complete, true and accurate;

(f) that each of the parties or signatories to any agreements, other than the Company, has the necessary power, capacity and authority to execute, deliver, and perform each such agreement, has taken all necessary actions to authorize the execution, delivery and performance by it of each such agreement and has duly executed and delivered each such agreement and that each such agreement constitutes legal, valid, binding and enforceable obligations of such parties enforceable against them in accordance with its terms; and

(g) performance of the obligations would not be illegal under the law of the place of performance if that is a place other than Ontario;

We have not reviewed the minute books or corporate records of the Company and its subsidiaries, nor have we conducted any documentary legal due diligence review in respect of the Company and its subsidiaries.

As to certain questions of fact material to our opinions, we have also examined and relied upon a certificate of an officer of the Company dated the date hereof, a copy of which has previously been provided to us by the Company (the “Officers’ Certificate”).

We are qualified to carry on the practice of law only in the Province of Ontario and we express no opinion as to any laws, or matters governed by any laws, other than the laws of the Province of Ontario and the federal laws of Canada applicable therein.  Any reference to the laws of the Province of Ontario includes the laws of Canada applicable therein.  Our opinions are expressed with respect to the laws of the Province of Ontario in effect on the on the date of this opinion and we do not accept any responsibility to inform the addressees of any change in law subsequent to this date that does or may affect the opinions we express.

Based and relying upon and subject to the foregoing, we are of the opinion at the date hereof that the Plan Shares have been duly and validly authorized for issuance and, when issued in accordance with the terms of the Plans, will be validly issued, fully paid and non-assessable.

This opinion is rendered solely in connection with the Registration Statement.

We acknowledge that we are referred to in Item 8 of the Registration Statement and we hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  By the giving of such consent, we do not admit that we are experts with respect to any part of the Registration Statement, or otherwise, within the meaning of the Rules and Regulations of the Commission.

Yours truly,

(Signed) “Stikeman Elliott LLP”

EX-23.1

Consent of Independent Registered Public Accounting Firm

MDC Partners, Inc.

New York, New York

We hereby consent to the incorporation by reference in the prospectus constituting a part of this Registration Statement of our reports dated March 14, 2011, relating to the consolidated financial statements, the effectiveness of MDC Partners, Inc.’s internal control over financial reporting, and schedules of MDC Partners, Inc. appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

/s/ BDO USA, LLP

New York, New York

August 4, 2011