Post-effective Amendment to an S-8 Filing (s-8 Pos)
March 12 2018 - 5:18PM
Edgar (US Regulatory)
Registration Statement
No. 333-152087
Registration Statement
No. 333-208245
As filed with the Securities and Exchange Commission on March 12, 2018
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1 to Form
S-8
Registration Statement
No. 333-152087
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement
No. 333-208245
UNDER
THE SECURITIES ACT OF 1933
SCRIPPS
NETWORKS INTERACTIVE, INC.
(Exact name of registrant as specified in its charter)
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Ohio
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1-34004
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61-1551890
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(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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9721 Sherrill Boulevard
Knoxville, Tennessee 37932
(865)
694-2700
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrants Principal Executive Offices)
Scripps Networks Interactive, Inc. 2008 Long-Term Incentive Plan
Scripps Networks Interactive, Inc. Employee Stock Purchase Plan
Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan
Scripps Networks Interactive, Inc. 2008 Deferred Compensation and Stock Plan for Directors
Scripps Networks Interactive, Inc. 2015 Long-Term Incentive Plan
(Full title of the plans)
Savalle Sims, Esq.
Executive Vice President and General Counsel
Discovery, Inc.
One
Discovery Place
Silver Spring, Maryland 20910
(240)
662-2000
(Name, Address and Telephone Number, including Area Code, for Agent for Service)
Copies to:
Matthew E. Kaplan, Esq.
Jonathan E. Levitsky, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New
York, New York 10022
(212)
909-6000
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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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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
These Post-Effective Amendments (these
Post-Effective Amendments
), filed by Scripps Networks Interactive, Inc., an Ohio corporation (the
Company
), remove from registration any and all shares of Class A common stock, par value $0.01 per share, of the Company (
Common Stock
), remaining unsold and any other securities issuable by the Company
under the following Registration Statements on Form
S-8
filed by the Company (each, a
Registration Statement
and collectively, the
Registration Statements
) with the U.S.
Securities and Exchange Commission (the
Commission
), pertaining to the registration of shares of Common Stock offered under certain employee benefit and equity plans and agreements:
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Registration Statement on Form
S-8
(No.
333-152087),
filed with the Commission on July 2, 2008, pertaining to the registration of
19,575,000 shares of Common Stock, relating to the Scripps Networks Interactive, Inc. 2008 Long-Term Incentive Plan, Scripps Networks Interactive, Inc. Employee Stock Purchase Plan, Scripps Networks Interactive, Inc. Executive Deferred Compensation
Plan and Scripps Networks Interactive, Inc. 2008 Deferred Compensation and Stock Plan for Directors.
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Registration Statement on Form
S-8
(No.
333-208245),
filed with the Commission on November 30, 2015, pertaining to the registration of
8,000,000 shares of Common Stock, relating to the Scripps Networks Interactive, Inc. 2015 Long-Term Incentive Plan.
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On July 30, 2017,
the Company, Discovery, Inc. (f/k/a Discovery Communications, Inc.) (
Discovery
), and Skylight Merger Sub, Inc., a direct, wholly-owned subsidiary of Discovery (
Merger Sub
) entered into an Agreement and Plan of
Merger, pursuant to which, among other things, Merger Sub would be merged with and into the Company (the
Merger
) with the Company surviving the Merger as a wholly-owned subsidiary of Discovery. The Merger became effective on
March 6, 2018 pursuant to a Certificate of Merger filed with the Secretary of State of the State of Ohio.
As a result of the Merger, the Company has
terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. The Company hereby removes from registration any and all securities registered under the Registration Statements
that remain unsold as of the date of these Post-Effective Amendments.
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 all of
the requirements for filing on Form
S-8
and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Silver Spring, State of Maryland, on March 12, 2018.
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SCRIPPS NETWORKS INTERACTIVE, INC.
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By:
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/s/ Stephanie Marks
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Name: Stephanie Marks
Title:
Vice President
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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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