As filed with the Securities and Exchange Commission on May 20,
2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SCORE MEDIA AND GAMING INC.
(Exact name of Registrant as specified in its charter)
British Columbia,
Canada |
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Not applicable |
(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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500 King Street West, Fourth Floor
Toronto, ON M5V 1L9
(Address, including zip code, of Registrant’s principal
executive offices)
Second Amended and Restated Stock Option and Restricted Stock
Unit Plan
Amended and Restated Employee Share Purchase Plan
(Full titles of the plans)
CT Corporation System
28 Liberty St., New York, New York 10005
(Name and address of agent for service)
(212) 894-8940
(Telephone number, including area code, of agent for
service)
COPIES TO:
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Josh Sidsworth
Score Media and Gaming Inc.
500 King Street West, Fourth Floor
Toronto, ON M5V 1L9
Tel: (416) 479-8812
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Adam M. Givertz
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
Tel: (212) 373-3000
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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.
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Large accelerated filer |
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¨ |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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x (Do not check if a smaller reporting
company.) |
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Smaller reporting company |
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¨ |
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Emerging growth company |
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x |
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 . ¨
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered |
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share(2)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Class A Subordinate Voting Shares, no
par value |
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8,000,000
shares(2) |
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US$13.90 |
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US$111,200,000 |
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US$12,131.92 |
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(1) |
Represents Class A Subordinate Voting Shares, no par value (the
“Class A Shares”), of Score Media and Gaming Inc. (the
“Registrant”) issuable pursuant to options and restricted stock
units under the Second Amended and Restated Stock Option and
Restricted Stock Unit Plan and to be offered under the Amended and
Restated Employee Share Purchase Plan registered herein.
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(2) |
Pursuant
to Rule 416 promulgated under the Securities Act of 1933, as
amended (the “Securities Act”), this registration statement (the
“Registration Statement”) also covers an indeterminate number of
additional Class A Shares of the Registrant that may be offered or
issued by reason of certain corporate transactions or events,
including any stock dividend, stock split or any other similar
transaction effected which results in an increase in the number of
Class A Shares. |
(3) |
Estimated
for the purpose of calculating the registration fee in accordance
with Rule 457(c) and 457(h) of the Securities Act, based on the
average of the high and low prices of the Class A Shares reported
on the NASDAQ Global Select Market on May 17, 2021, which was
US$13.90 per share. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. |
Plan Information. |
The documents containing the information specified in Part I of
Form S-8 will be sent or given to participants in the
Second Amended and Restated Stock Option and Restricted Stock Unit
Plan, effective February 10, 2021 (the “Option & RSU Plan”), of
Score Media and Gaming Inc. (the “Registrant”) and the Registrant’s
Amended and Restated Employee Share Purchase Plan, effective
November 25, 2020 (the “ESPP”), respectively, as specified by Rule
428(b)(1) under the Securities Act. In accordance with the rules
and regulations of the U.S. Securities and Exchange Commission (the
“Commission”) and the instructions to Form S-8, such
documents are not being filed with the Commission, but each such
document constitutes, along with the documents incorporated by
reference into this Registration Statement, a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
Item 2. |
Registrant Information and Employee Plan
Annual Information. |
The Registrant will furnish without charge to each person to whom a
prospectus is delivered, upon the written or oral request of such
person, a copy of any and all of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement,
other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference to the information that is
incorporated). Those documents are incorporated by reference in
each Section 10(a) prospectus. The Registrant will also
furnish without charge to any person to whom a prospectus is
delivered, upon written or oral request, all other documents
required to be delivered pursuant to
Rule 428(b) under the Securities Act. Requests should be
directed to the Corporate Secretary of Score Media and Gaming Inc.
at 500 King Street West, Fourth Floor, Toronto, ON, M5V 1L9,
telephone: (416) 479-8812.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. |
Incorporation of Documents by
Reference |
The following documents filed with or furnished to the Commission
are incorporated herein by reference:
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1. |
The Registrant’s Registration Statement on
Form F-10, filed with the
Commission on February 22, 2021, as amended by Amendment No. 1 to Form F-10,
filed with the Commission on February 24, 2021 (the “F-10
Registration Statement”); |
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2. |
All reports filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) since February 22, 2021;
and |
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3. |
The description of Class A Shares contained under
the section captioned “Description of Equity Securities” in the
F-10 Registration Statement and incorporated by reference into the
Registrant’s Registration Statement on Form 8-A filed with the
Commission on February 22, 2021, including any amendment or report
filed for the purpose of amending such description. |
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 have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be
part thereof from the date of filing of such documents. Also, the
Registrant may incorporate by reference its future reports on
Form 6-K by stating in
those Form 6-K’s that they are being incorporated by
reference into this Registration Statement.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the
extent that a statement contained in this Registration Statement,
or in any other subsequently filed document which also is
or is deemed to be incorporated by
reference in this Registration Statement, modifies or supersedes
such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item 4. |
Description of
Securities |
Not Applicable.
Item 5. |
Interests of Named Experts and
Counsel |
Not Applicable.
Item 6. |
Indemnification of Directors and
Officers |
Under the Business
Corporations Act (British Columbia) (the “BCBCA”) the
Registrant may indemnify a director or officer, a former director
or officer, or an individual who acts or acted as a director or
officer of an affiliate of the Registrant, or at the Registrant’s
request as a director or officer (or in a similar capacity) of
another corporation or other entity, against all judgments,
penalties or fines awarded or imposed in, or amounts paid in
settlement of, any legal proceeding or investigative action,
whether current, threatened, pending or completed, in which such
individual or any of his or her heirs and personal or other legal
representatives is or may be joined as a party, or is or may be
liable for in respect of a judgment, penalty or fine in, or
expenses related to such legal proceeding or investigative action
because of serving in such capacity, on condition that (i) the
individual acted honestly and in good faith with a view to the best
interests of the Registrant or such other corporation or entity,
and (ii) in the case of such a proceeding or investigative
action other than a civil proceeding, the individual had reasonable
grounds for believing that his or her conduct was lawful. The
Registrant may, after the final disposition of such a legal
proceeding or investigative action, pay all costs, charges and
expenses, including legal and other fees, actually and reasonably
incurred by such person described above in respect of such a legal
proceeding or investigative action, providing such person complies
with (i) and (ii) above. The Registrant may, as they are
incurred in advance of the final disposition of such legal
proceeding or investigative action, pay such costs, charges and
expenses as they are actually and reasonably incurred by such
person described above, provided it obtains a written undertaking
that such person will repay the amounts advanced if it is
ultimately determined that the individual did not comply with
(i) and (ii) above. Under the BCBCA, an individual
described above is entitled to indemnification from the Registrant
in respect of such costs, charges and expenses actually and
reasonably incurred after the final disposition of such legal
proceeding or investigative action as a matter of right if the
individual has not been reimbursed for such costs, charges and
expenses and is wholly successful in the outcome of such legal
proceeding or investigative action, or is substantially successful
on the merits thereof, providing such individual complies with
(i) and (ii) above. On application of the Registrant or
an individual described above, the Supreme Court of British
Columbia may order (A) the Registrant to indemnify a person
described above in respect of any liability incurred by such person
in respect of such a legal proceeding or investigative action,
(B) the Registrant to pay some or all of the expenses incurred
by such individual in respect of such legal proceeding or
investigative action, (C) the enforcement of, or any payment
under, an agreement of indemnification entered into by the
Registrant, (D) the Registrant to pay some or all of the
expenses actually and reasonably incurred by such person described
above in obtaining such an order, and/or (E) any other order
that the Court considers appropriate.
The Articles of the Registrant provide that the Registrant must
indemnify a person named above, and such person’s heirs and legal
personal representatives to the extent permitted by the BCBCA.
The Articles of the Registrant provide that the Registrant may
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Registrant) by reason of the fact he or she is or was an employee
or agent of the Registrant, or was serving at the request of the
Registrant as an employee, agent of or participant in another
entity against expenses (including legal fees), judgments, fines
and any amount actually and reasonably incurred by him or her in
connection with such action, suit or proceeding, provided that the
person acted honestly and in good faith with a view to the best
interests of the Registrant or, as the case may be, to the best
interests of the other entity for which he or she served at the
Registrant’s request, and (ii) with respect to any criminal or
administrative action or proceeding that is enforced by a monetary
penalty, had reasonable grounds for believing that his or her
conduct was lawful. The termination of any action, suit or
proceeding by judgment, order, settlement or conviction will not,
of itself, create a presumption that the person did not act
honestly and in good faith with a view to the best interests of the
Registrant or other entity and, with respect to any criminal or
administrative action or proceeding that is enforced by a monetary
penalty, had no reasonable grounds for believing that his or her
conduct was lawful.
A policy of directors’ and officers’ liability insurance is
maintained by the Registrant which insures directors and officers
for losses as a result of claims against the directors and officers
of the Registrant in their capacity as directors and officers and
also reimburses the Registrant for payments made pursuant to the
indemnity provisions under the Articles of the Registrant and the
BCBCA.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors,
officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed that in the
opinion of the U.S. Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933, as amended, and
is therefore unenforceable.
Item 7. |
Exemption from Registration
Claimed |
Not Applicable.
The exhibits listed under the caption
“Exhibits Index” of this Registration Statement are incorporated by
reference herein.
The Registrant hereby undertakes:
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(a)(1) |
To file during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement: |
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(i) |
to include any prospectus required by
Section 10(a)(3) of the Securities Act; |
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(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.
Notwithstanding the foregoing, any increase or decrease in the
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 a 20% change
in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective
registration statement; |
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(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) above 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 the
registration statement;
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(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. |
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(3) |
To remove from registration by means of a
post-effective amendment any of the securities being registered
hereby which remain unsold at the termination of the
offering. |
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(b) |
The 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 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
hereof. |
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(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. |
INDEX TO EXHIBITS
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to
believe that it meets the requirements for filing on
Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Toronto, Ontario, Country of Canada, on
the 20th day of May, 2021.
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SCORE MEDIA AND GAMING INC. |
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By: |
/s/ Benjamin D. Levy
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Name: |
Benjamin
D. Levy |
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Title: |
President
and Chief Operating Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John Levy, Benjamin D. Levy
and Alvin Lobo, or any of them, his or her true and
lawful attorneys-in-fact and agents, each of whom may act
alone, with full powers of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration
Statement, including post-effective amendments to this Registration
Statement and registration statements filed pursuant to Rule 429
under the Securities Act of 1933, as amended, and to file the same,
with all exhibits thereto, and other documents and 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 in and about the premises,
as fully to all intents and purposes as he or she might or could do
in person, and hereby ratifies and confirms all his or her
said attorneys-in-fact and agents or any of them 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 of 1933, as
amended, this Registration Statement has been signed below by the
following persons in the capacities indicated on May 20, 2021.
Signature
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Title
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John Levy
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Chairman
and Chief Executive Officer
(Principal Executive Officer) |
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/s/ Alvin Lobo
Alvin Lobo
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Chief
Financial Officer
(Principal Financial and Accounting Officer) |
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/s/ Benjamin D. Levy
Benjamin D. Levy
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President, Chief Operating Officer and
Director |
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/s/ Ralph E. Lean
Ralph E. Lean
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Director |
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/s/ John Albright
John Albright
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Director |
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/s/ Brian Cooper
Brian Cooper
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Director |
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/s/ Angela Ruggiero
Angela Ruggiero
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Director |
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/s/ Mark A. Scholes
Mark A. Scholes
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Director |
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/s/ William E. Thomson
William E. Thomson
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Director |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities
Act of 1933, as amended, the undersigned has signed this
Registration Statement, solely in the capacity of the duly
authorized representative of Score Media and Gaming Inc. in the
United States, on the 20th day of May, 2021.
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SCOREMOBILE, INC. |
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By: |
/s/ Benjamin D. Levy
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Name: |
Benjamin
D. Levy |
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Title: |
President
and Chief Operating Officer |
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