Securities Registration (section 12(b)) (8-a12b)
November 29 2016 - 6:06AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Lions
Gate Entertainment Corp.
(Exact
Name of Registrant as Specified in its Charter)
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Commission file number:
001-14880
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British Columbia, Canada
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N/A
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(State of incorporation or organization)
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(IRS Employer Identification No.)
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250 Howe Street, 20th Floor
Vancouver, British Columbia
V6C 3R8
and
2700 Colorado Avenue
Santa Monica, California 90404
(Address of Principal Executive Offices
and zip code)
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Securities to be registered pursuant
to Section 12(b) of the Act:
Title of Each Class
to be so Registered
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Name of Each Exchange on Which
Each Class is to be Registered
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Class A voting shares, no par value
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The New York Stock Exchange
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Class B non-voting shares, no par value
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The New York Stock Exchange
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.
x
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.
¨
Securities Act registration statement
file number to which this form relates: 333-212792
Securities to be registered pursuant
to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION
STATEMENT
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Item 1.
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Description of Registrant’s Securities to be Registered.
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A description of the
Class A voting shares, no par value per share, and the Class B non-voting shares, no par value per share, of Lions Gate Entertainment
Corp. (the “Registrant” or “Lions Gate”) to be registered hereby is set forth under the heading “Description
of Lions Gate Capital Stock” in the prospectus forming part of the Registrant’s Registration Statement on Form S-4
(File No. 333-212792) initially filed with the Securities and Exchange Commission on August 1, 2016, as amended from time to time,
including any form of prospectus contained therein filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended,
which description is incorporated herein by reference.
Exhibit
Number
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Description
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2.1
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Agreement and Plan of
Merger, dated as of June 30, 2016, by and among Lions Gate Entertainment Corp., Starz, and Orion Arm Acquisition Inc.
(incorporated by reference to Exhibit 2.1 of Form 8-K filed by Lions Gate on July 1, 2016)
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3.1
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Form of Articles of Lions
Gate (incorporated by reference to Exhibit A-5 to Exhibit 2.1 of Form 8-K filed by Lions Gate on July 1, 2016
)
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3.2
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Form
of Notice of Articles of Lions Gate (incorporated by reference to Exhibit A-4 to Exhibit 2.1 of
Form
8-K filed by Lions Gate on July 1, 2016
)
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4.1
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Voting Agreement, dated
as of June 30, 2016, by and among Lions Gate Entertainment Corp., Starz, Liberty Global plc, and Liberty Global Incorporated
Limited (incorporated by reference to Exhibit 10.2 of Form 8-K filed by Lions Gate on July 1, 2016)
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4.2
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Voting Agreement, dated
as of June 30, 2016, by and among Lions Gate Entertainment Corp., Starz, Discovery Communications, Inc., and Discovery
Lightning Investments Ltd. (incorporated by reference to Exhibit 10.3 of Form 8-K filed by Lions Gate on July 1, 2016)
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4.3
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Voting Agreement, dated
as of June 30, 2016, by and among Lions Gate Entertainment Corp., Starz, and the stockholders listed on Schedule A thereto,
including certain affiliates of Dr. John C. Malone (incorporated by reference to Exhibit 10.4 of Form 8-K filed by Lions
Gate on July 1, 2016)
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4.4
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Voting Agreement, dated
as of June 30, 2016, by and among Lions Gate Entertainment Corp., Starz, and the stockholders listed on Schedule A thereto,
including certain affiliates of Mark H. Rachesky, M.D., (incorporated by reference to Exhibit 10.5 of Form 8-K filed by
Lions Gate on July 1, 2016)
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4.5
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Amendment to Voting and
Standstill Agreement, dated as of June 30, 2016, by and among Lions Gate Entertainment Corp., Liberty Global plc, Discovery
Lightning Investments Ltd., Dr. John C. Malone, MHR Fund Management, LLC, Liberty Global Incorporated Limited, Discovery
Communications, Inc. and certain affiliates of MHR Fund Management, LLC (incorporated by reference to Exhibit 10.7 of
Form 8-K filed by Lions Gate on July 1, 2016)
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4.6
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Amendment No 1. to Investor
Rights Agreement, dated as of June 30, 2016, by and among Lions Gate Entertainment Corp., MHR Fund Management, LLC, Liberty Global
Incorporated Limited, Discovery Lightning Investments Ltd., Liberty Global plc, Discovery Communications, Inc., and the affiliated
funds of MHR Fund Management, LLC party thereto (incorporated by reference to Exhibit 10.8 of Form 8-K filed by Lions Gate on
July 1, 2016)
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Exhibit
Number
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Description
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4.7
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Investor Rights Agreement, dated as of November 10, 2015, by and among Lions Gate Entertainment Corp., Liberty Global plc, Discovery Communications, Inc., Liberty Global Incorporated Limited, Discovery Lightning Investments Ltd. and affiliates of MHR Fund Management, LLC (incorporated by reference to Exhibit 10.1 of Form 8-K filed by Lions Gate on November 10, 2015)
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SIGNATURE
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, thereto duly authorized.
Date: November 29, 2016
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LIONS GATE ENTERTAINMENT CORP.
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By:
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/s/ Wayne Levin
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Name:
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Wayne Levin
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Title:
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General Counsel and Chief Strategic Officer
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EXHIBIT INDEX
Exhibit
Number
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Description
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2.1
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Agreement and Plan of Merger, dated as of June 30, 2016, by
and among Lions Gate Entertainment Corp., Starz, and Orion Arm Acquisition Inc. (incorporated by reference to Exhibit 2.1 of Form
8-K filed by Lions Gate on July 1, 2016)
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3.1
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Form of Articles
of Lions Gate (incorporated by reference to Exhibit A-5 to Exhibit 2.1 of
Form 8-K filed by Lions Gate on July 1, 2016
)
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3.2
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Form of Notice of Articles
of Lions Gate (incorporated by reference to Exhibit A-4 to Exhibit 2.1 of
Form 8-K filed by Lions Gate on July 1, 2016
)
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4.1
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Voting Agreement, dated as of June 30, 2016, by and among Lions
Gate Entertainment Corp., Starz, Liberty Global plc, and Liberty Global Incorporated Limited (incorporated by reference to Exhibit
10.2 of Form 8-K filed by Lions Gate on July 1, 2016)
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4.2
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Voting Agreement, dated as of June 30, 2016, by and among Lions
Gate Entertainment Corp., Starz, Discovery Communications, Inc., and Discovery Lightning Investments Ltd. (incorporated by reference
to Exhibit 10.3 of Form 8-K filed by Lions Gate on July 1, 2016)
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4.3
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Voting Agreement, dated as of June 30, 2016, by and among Lions
Gate Entertainment Corp., Starz, and the stockholders listed on Schedule A thereto, including certain affiliates of Dr. John C.
Malone (incorporated by reference to Exhibit 10.4 of Form 8-K filed by Lions Gate on July 1, 2016)
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4.4
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Voting Agreement, dated as of June 30, 2016, by and among Lions
Gate Entertainment Corp., Starz, and the stockholders listed on Schedule A thereto, including certain affiliates of Mark H. Rachesky,
M.D., (incorporated by reference to Exhibit 10.5 of Form 8-K filed by Lions Gate on July 1, 2016)
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4.5
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Amendment to Voting and Standstill Agreement, dated as of June
30, 2016, by and among Lions Gate Entertainment Corp., Liberty Global plc, Discovery Lightning Investments Ltd., Dr. John C. Malone,
MHR Fund Management, LLC, Liberty Global Incorporated Limited, Discovery Communications, Inc. and certain affiliates of MHR
Fund Management, LLC (incorporated by reference to Exhibit 10.7 of Form 8-K filed by Lions Gate on July 1, 2016)
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4.6
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Amendment No 1. to Investor Rights Agreement, dated as of June
30, 2016, by and among Lions Gate Entertainment Corp., MHR Fund Management, LLC, Liberty Global Incorporated Limited, Discovery
Lightning Investments Ltd., Liberty Global plc, Discovery Communications, Inc., and the affiliated funds of MHR Fund Management,
LLC party thereto (incorporated by reference to Exhibit 10.8 of Form 8-K filed by Lions Gate on July 1, 2016)
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4.7
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Investor Rights Agreement, dated as of November 10, 2015, by and among Lions Gate Entertainment Corp., Liberty Global plc, Discovery Communications, Inc., Liberty Global Incorporated Limited, Discovery Lightning Investments Ltd. and affiliates of MHR Fund Management, LLC (incorporated by reference to Exhibit 10.1 of Form 8-K filed by Lions Gate on November 10, 2015)
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