As filed with the Securities and Exchange Commission on June 1, 2023
Registration No. 333-265508
Registration No. 333-257503
Registration No. 333-223723
Registration No. 333-209476
Registration No. 333-152884
Registration No. 333-129615
Registration No. 333-103528
Registration No. 333-58135
Registration No. 333-43047
Registration No. 333-31571
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (333-265508)
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (333-257503)
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (333-223723)
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (333-209476)
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (333-152884)
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (333-129615)
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (333-103528)
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (333-58135)
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (333-43047)
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (333-31571)
UNDER
THE SECURITIES ACT OF 1933
SINCLAIR, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 92- 1076143 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 10706 Beaver Dam Road Hunt Valley, Maryland |
21030 | |
| (Address of principal executive offices) | (Zip Code) | |
2022 Stock Incentive Plan
1998 Employee Stock Purchase Plan
1996 Long-Term Incentive Plan
401(k) Profit Sharing Plan
(Full title of the plan)
| David D. Smith Executive Chairman Sinclair, Inc. 10706 Beaver Dam Road Hunt Valley, Maryland 21030 Telephone: (410) 568-1500 |
Copies to: Jeffrey B. Grill, Esq. Pillsbury Winthrop Shaw Pittman LLP 1200 Seventeenth Street, N.W. Washington, D.C. 20036 (202) 663-8000 | |
| (Name, address, including zip code, and telephone number 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. ☐
EXPLANATORY NOTE
Sinclair, Inc., a Maryland corporation (the “Company” or the “Registrant”), files these Post-Effective Amendments to the Registration Statements on Form S-8 filed with the Securities and Exchange Commission on June 9, 2022 (Registration No. 333-265508), June 29, 2021 (Registration No. 333-257503), March 16, 2018 (Registration No. 333-223723), February 11, 2016 (Registration No. 333-209476), August 8, 2008 (Registration No. 333-152884), November 10, 2005 (Registration No. 333-129615), February 28, 2003 (Registration No. 333-103528), June 30, 1998 (Registration No. 333-58135), December 23, 1997 (Registration No. 333-43047), and July 18, 1997 (Registration No. 333-31571) (the “Initial Registration Statements”) as the successor registrant to the Predecessor (as defined below).
On April 3, 2023, Sinclair Broadcast Group, Inc. (the “Predecessor”) announced that it intended to implement a corporate reorganization in which a new holding company (the Company) would become the publicly-traded parent of the Predecessor and its subsidiaries (the “Reorganization”). Also on April 3, 2023 in connection with such intended Reorganization, the Predecessor entered into an Agreement of Share Exchange and Plan of Reorganization (the “Reorganization Agreement”) with the Company and Sinclair Holdings, LLC. Effective as of 12:00 a.m. on June 1, 2023, pursuant to the terms of the Reorganization Agreement, each outstanding share of the Predecessor’s Class A common stock and Class B common stock was exchanged automatically on a one-for-one basis for a share of Class A common stock and Class B common stock, respectively, of the Company.
Following the Reorganization, the Company is the successor issuer to the Predecessor pursuant to Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, the Registrant’s Class A common stock, par value $0.01 per share, is deemed to be registered under Section 12(b) of the Exchange Act and will trade on the NASDAQ Stock Market’s Global Select Market under the ticker symbol “SBGI.” In connection with the Reorganization, the Registrant assumed the Predecessor’s obligations under the Predecessor’s 2022 Stock Incentive Plan (“2022 Plan”), 1998 Employee Stock Purchase Plan (“1998 Plan”), 1996 Long-Term Incentive Plan (“1996 Plan”), and 401(k) Profit Sharing Plan (“401(k) Plan” and together with the 2022 Plan, the 1998 Plan, and the 1996 Plan, the “Plans”).
In accordance with paragraph (d) of Rule 414 under the Securities Act, the Company hereby expressly adopts the Initial Registration Statements as its own registration statements (except as specifically amended by these Post-Effective Amendments) for all purposes of the Securities Act and the Exchange Act. The information contained in these Post-Effective Amendments sets forth additional information necessary to reflect any material changes made in connection with or resulting from the Reorganization, or necessary to keep the Initial Registration Statements from being misleading in any material respect.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Item 1 and Item 2 of Part I of the Initial Registration Statements is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act, and the introductory note to Part I of the Initial Registration Statements. The information required by Part I is included in documents sent or given to participants in the Plans pursuant to Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational and reporting requirements of Sections 13(a), 14 and 15(d) of the Exchange Act, and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). The following documents, which are on file with the Commission, are incorporated herein by reference:
(a) the Predecessor’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Commission on March 1, 2023;
(b) the Predecessor’s Definitive Proxy Statement for its 2023 Annual Meeting of Shareholders, filed with the Commission on April 5, 2023;
(c) the Predecessor’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, filed with the Commission on May 10, 2023;
(d) the Predecessor’s Current Reports on Form 8-K filed with the Commission on February 10, 2023, April 3, 2023, May 19, 2023, and May 24, 2023;
(e) the Registrant’s Current Report on Form 8-K filed with the Commission on June 1, 2023;
(f) the description of the Predecessor’s capital stock contained in Exhibit 4.4 to the Predecessor’s Annual Report on Form 10-K filed with the Commission on March 1, 2023.
All documents subsequently filed 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 hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. 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 these Registration Statements to the extent 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 statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of these Registration Statements.
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 Registrant’s Articles of Incorporation and Bylaws require the Registrant to indemnify its directors and officers to the fullest extent permitted by Maryland law. Under current Maryland law, the Registrant will indemnify (i) any director or officer who has been successful, on the merits or otherwise, in the defense of a proceeding to which he or she was made a party by reason of his or her service in that capacity, against reasonable expenses incurred by him or her in connection with the proceeding and (ii) any present or former director or officer against any claim or liability unless it is established that (a) his or her act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; (b) he or she actually received an improper personal benefit in money, property or services; or (c) in the case of a criminal proceeding, he or she had reasonable cause to believe that his or her act or omission was unlawful. In addition, the Registrant’s Articles of Incorporation and Bylaws require the Registrant to pay or reimburse, in advance of the final disposition of a proceeding, expenses incurred by a director or officer to the fullest extent provided by Maryland law. Current Maryland law provides that the Registrant shall have received, before providing any such payment or reimbursement, (i) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by us as authorized by Maryland law and our bylaws and (ii) a written undertaking by or on his or her behalf to repay the amount paid or reimbursed by us if it shall ultimately be determined that the standard of conduct was not met. The Registrant’s Articles of Incorporation and Bylaws also permit the Registrant’s Board of Directors to provide indemnification, payment or reimbursement of expenses to any of our employees or agents in such capacity. The Registrant’s Articles of Incorporation also provide that no amendment thereto may limit or eliminate this limitation of liability with respect to events occurring prior to the effective date of such amendment.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
| * | Included with this filing. |
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 this 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 this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this 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 Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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.
Pursuant to the requirements of the Securities Act of 1933, 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 these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized in Hunt Valley, Maryland, on the 1st day of June, 2023.
| SINCLAIR, INC. | ||
| By: | /s/ Christopher S. Ripley | |
| Christopher S. Ripley | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christopher S. Ripley and David R. Bochenek and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, to this Registration Statement, and to file the same, with exhibits thereto and other 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 requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, 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.
| Name | Title | Date | ||
| /s/ Christopher S. Ripley Christopher S. Ripley |
President and Chief Executive Officer (Principal Executive Officer) | June 1, 2023 | ||
| /s/ Lucy A. Rutishauser Lucy A. Rutishauser |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | June 1, 2023 | ||
| /s/ David R. Bochenek David R. Bochenek |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | June 1, 2023 | ||
| /s/ David D. Smith David D. Smith |
Executive Chairman, Chairman of the Board and Director | June 1, 2023 | ||
| /s/ Frederick G. Smith Frederick G. Smith |
Director | June 1, 2023 | ||
| /s/ J. Duncan Smith J. Duncan Smith |
Director | June 1, 2023 | ||
| /s/ Robert E. Smith Robert E. Smith |
Director | June 1, 2023 | ||
| /s/ Laurie R. Beyer Laurie R. Beyer |
Director | June 1, 2023 | ||
| /s/ Benjamin S. Carson, Sr. Benjamin S. Carson, Sr. |
Director | June 1, 2023 | ||
| /s/ Howard E. Friedman Howard E. Friedman |
Director | June 1, 2023 | ||
| /s/ Benson E. Legg Benson E. Legg |
Director | June 1, 2023 | ||
| /s/ Daniel C. Keith Daniel C. Keith |
Director | June 1, 2023 | ||
Exhibit 5.1
PILLSBURY WINTHROP SHAW PITTMAN LLP
1200 Seventeenth Street, NW, Washington, DC 20036
June 1, 2023
Sinclair, Inc.
10706 Beaver Dam Road
Hunt Valley, Maryland 21030
Ladies and Gentlemen:
We have acted as counsel to Sinclair, Inc., a Maryland corporation (the “Company”), in connection with its filing of Post-Effective Amendment No. 1 (the “Post Effective Amendments”) to the Registration Statements on Form S-8 filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), by Sinclair Broadcast Group, Inc., a Maryland corporation (the “Predecessor”) on June 9, 2022 (Registration No. 333-265508), June 29, 2021 (Registration No. 333-257503), March 16, 2018 (Registration No. 333-223723), February 11, 2016 (Registration No. 333-209476), August 8, 2008 (Registration No. 333-152884), November 10, 2005 (Registration No. 333-129615), February 28, 2003 (Registration No. 333-103528), June 30, 1998 (Registration No. 333-58135), December 23, 1997 (Registration No. 333-43047), and July 18, 1997 (Registration No. 333-31571) (collectively, the “Registration Statements”). The Company is filing the Post-Effective Amendments to adopt the Registration Statements pursuant to Rule 414(d) under the Act as the successor issuer to the Predecessor. The Registration Statements, as amended by the Post-Effective Amendments, relate to the offering of shares of Class A common stock, par value $0.01 per share, (the “Common Shares”), of the Company that may be offered from time to time pursuant to the Company’s 2022 Stock Incentive Plan (“2022 Plan”), 1998 Employee Stock Purchase Plan (“1998 Plan”), 1996 Long-Term Incentive Plan (“1996 Plan”), and 401(k) Profit Sharing Plan (“401(k) Plan” and together with the 2022 Plan, the 1998 Plan, and the 1996 Plan, the “Plans”).
For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to examination of copies of the following (each, a “Document,” and collectively, the “Documents”):
| (i) | the Articles of Incorporation of the Company, as amended as of the date hereof; |
| (ii) | the bylaws of the Company, as amended as of the date hereof; |
| (iii) | the Registration Statements and the Post-Effective Amendments; |
| (iv) | resolutions of the Board of Directors of the Company adopted on May 18, 2023 in the form certified to us by an officer of the Company on the date hereof; and |
| (v) | a certificate of an officer of the Company dated as of the date hereof. |
Based upon the foregoing and subject to the assumptions, qualifications, limitations, and exceptions set forth below, we are of the opinion that the Common Shares have been duly authorized, and the Common Shares, when issued and delivered by the Company and, as applicable, paid for, in the manner described in the Registration Statements and the Plans and in accordance with the resolutions adopted by the Board of Directors of the Company, will be validly issued, fully paid and nonassessable.
For purposes of this opinion, we have not reviewed any documents other than the Documents. In particular, we have not reviewed any document (other than the Documents) that is referred to in or incorporated by reference into any Document reviewed by us. We have assumed that no provision exists in any document that we have not reviewed that is inconsistent with the opinions stated herein.
In connection with this opinion, we have considered such matters of law and fact as we, in our professional judgment, have deemed necessary or appropriate to render the opinions contained herein. In rendering this opinion letter, we have assumed without independent investigation: (i) the completeness of all Documents; (ii) the
genuineness of all signatures; (iii) the legal capacity of all individuals who have executed any of the Documents; (iv) the authenticity of all Documents submitted to us as originals; (v) the conformity to the original documents of all Documents submitted to us as certified, photostatic, reproduced, facsimile or conformed copies of valid existing agreements; (vi) the authenticity of all such latter Documents; and (vii) that the statements regarding matters of fact in any of the Documents that we have examined are accurate and complete. We have further assumed that there are no oral or written modifications or amendments to any of the Documents, and that the executed versions of the Documents are identical to any unexecuted forms or versions that we may have reviewed.
Our opinions expressed above are limited in all respects and for all purposes to the laws of the State of Maryland (excluding the securities laws and blue sky laws of the State of Maryland), and we express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Maryland laws and rules, regulations and orders thereunder that are currently in effect. In rendering the opinions set forth herein, we express no opinion concerning (i) the creation, attachment, perfection or priority of any security interest, lien or other encumbrance, or (ii) the nature or validity of title to any property. The opinions set forth in this letter are limited to the matters and the transaction expressly addressed herein and no opinion is to be implied or may be inferred beyond the opinions expressly stated in this letter.
We hereby consent to the filing of this opinion as an exhibit to the Post-Effective Amendments. The giving of this consent, however, does not constitute an admission that we are within the category of persons whose consent is required by Section 7 of the Act.
| Very truly yours, |
| /s/ Pillsbury Winthrop Shaw Pittman LLP |
| PILLSBURY WINTHROP SHAW PITTMAN LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Sinclair, Inc. of our report dated March 1, 2023 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Sinclair Broadcast Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022.
/s/ PricewaterhouseCoopers LLP
Baltimore, Maryland
June 1, 2023