Post-effective Amendment to an S-8 Filing (s-8 Pos)
December 16 2022 - 4:23PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 16, 2022
Registration Statement No. 333-268061
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
Form S-8
Registration Statement No. 333-268061
UNDER
THE
SECURITIES ACT OF 1933
Warner Bros. Discovery, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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35-2333914 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
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230 Park Avenue South
New York, New York |
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10003 |
(Address of Principal Executive Offices) |
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(Zip Code) |
WarnerMedia 401(k) Savings Plan
(Full Title of the Plan)
Savalle Sims
Warner
Bros. Discovery, Inc.
230 Park Avenue South
New York, New York 10003
(Name and Address of Agent for Service)
212-548-5555
(Telephone Number, Including Area Code, 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.
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Large accelerated filer ☒ |
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Accelerated filer ☐ |
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Non-accelerated filer ☐ |
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Smaller reporting company ☐ |
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Emerging growth company ☐ |
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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. ☐
DEREGISTRATION OF SECURITIES
On October 28, 2022, Warner Bros. Discovery, Inc., a Delaware corporation (the Company) filed a Registration Statement on Form S-8 (No. 333-268061) (the Registration Statement) with the U.S. Securities and Exchange Commission registering shares of the Companys Series A common
stock, par value $0.01 per share (the Common Stock), offered under the WarnerMedia 401(k) Savings Plan (the Plan).
The Company has ceased offering Common Stock as an investment option under the Plan. This Post-Effective Amendment to the Registration Statement is being
filed in order to deregister all shares of Common Stock that were registered under the Registration Statement that remain unsold and unissued under the Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Warner Bros. Discovery, Inc. 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 post-effective amendment to the 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 December 16, 2022.
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Warner Bros. Discovery, Inc. |
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By: |
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/s/ Savalle Sims |
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Name: Savalle Sims |
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Title: General Counsel |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of
1933, as amended.
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