- Securities Registration: Employee Benefit Plan (S-8)
June 25 2009 - 3:37PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 25, 2009
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
RHI ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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36-4614616
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1325 Avenue of the Americas, 21
st
Floor
New York, NY 10019
(212) 977-9001
(Address, including zip code, of principal executive offices)
AMENDED AND RESTATED RHI ENTERTAINMENT, INC.
2008 INCENTIVE AWARD PLAN
(Full title of the plan)
Henry S. Hoberman
Executive Vice President, General Counsel and Secretary
RHI Entertainment, Inc.
1325 Avenue of the Americas, 21
st
Floor
New York, New York 10019
(212) 977-9001
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Bradd L. Williamson, Esq.
Latham & Watkins LLP
885 Third Avenue, Suite 1000
New York, New York 10022
(212) 906-1200
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.
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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CALCULATION OF REGISTRATION FEE
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Title of securities
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Amount to be
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Proposed maximum
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Proposed maximum
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Amount of
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to be registered
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registered(1)
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offering price per share (2)
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aggregate offering price
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registration fee
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Common Stock, par value $0.01 per share
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1,500,000
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$3.16; $3.52
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$5,271,646.56
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$294.16
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(1)
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Represents the number of additional shares of common stock of RHI Entertainment, Inc.
reserved for issuance pursuant to the Amended and Restated RHI Entertainment, Inc. 2008
Incentive Award Plan, as approved by the stockholders of RHI Entertainment, Inc. on May 12,
2009. Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number of shares of
securities registered on the Registration Statement will be increased as a result of future
stock splits, stock dividends or similar transactions.
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(2)
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For purposes of computing the registration fee only. Pursuant to Rule 457(h) of the
Securities Act, the Proposed Maximum Offering Price Per Share is based upon (a) the exercise
price per share ($3.16) of outstanding options to purchase 23,204 shares of Common Stock and
(b) for the remaining 1,476,796 shares of Common Stock, the average of the high and low prices
per share of Common Stock as reported on the NASDAQ Global Market on June 19, 2009 ($3.52).
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TABLE OF CONTENTS
EXPLANATORY NOTE
On December 9, 2008, RHI Entertainment, Inc., a Delaware corporation (the
Company
),
registered 2,240,000 shares of its common stock, par value $0.01 per share (
Common
Stock
), to be offered or sold to participants under the Companys RHI Entertainment, Inc. 2008
Incentive Award Plan (the
Plan
) pursuant to the Registration Statement on Form S-8 (File
No. 333-156030). On May 12, 2009, the Companys shareholders approved an amendment to the Plan to
increase the number of shares available for issuance under the Plan by 1,500,000 shares of Common
Stock. This Registration Statement is being filed pursuant to General Instruction E to Form S-8
(Registration of Additional Securities) in order to register an additional 1,500,000 shares of
Common Stock which may be offered or sold to participants under the Amended and Restated RHI
Entertainment, Inc. 2008 Incentive Award Plan.
INCORPORATION BY REFERENCE
The contents of the Registration Statement on Form S-8 (File No. 333-156030) with respect to
2,240,000 shares of Common Stock are hereby incorporated by reference.
PART I
The information called for in Part I of Form S-8 is not being filed with or included in this
Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations
of the Securities and Exchange Commission (the
Commission
).
PART
II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the
Exchange Act
), are hereby incorporated by reference
in, and shall be deemed to be a part of, this Registration Statement:
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A.
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Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed
on March 5, 2009.
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B.
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The Companys Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2009, filed on May 6, 2009.
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C.
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The Companys Definitive Proxy Statement on Schedule 14A filed on April 15,
2009, including all material incorporated by reference therein.
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D.
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The Companys Current Report on Form 8-K for the events dated February 9, 2009,
March 5, 2009, May 6, 2009 and May 18, 2009.
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E.
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The description of the Companys common stock contained in the Companys
Registration Statement on Form S-1 (File No. 333-146098) on September 14, 2007, as
amended.
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All documents filed by the Company 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 a part hereof from the date
of filing of such documents. 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 herein, or in any subsequently
filed document which also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Registration Statement.
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Item 8. Exhibits.
A list of exhibits included as part of this Registration Statement is set forth in the Exhibit
Index appearing elsewhere herein and is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has
duly caused this 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 June 25, 2009.
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RHI ENTERTAINMENT, INC.
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By:
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/s/ Robert A. Halmi, Jr.
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Robert A. Halmi, Jr.
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President and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below authorizes Henry S. Hoberman as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his
name and on his behalf, in any and all capacities, this registrants registration statement on Form
S-8 relating to the common stock and any amendments thereto (and any additional registration
statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933
(and all further amendments, including post-effective amendments thereto)), necessary or advisable
to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and
requirements of the Securities and Exchange Commission, in respect thereof, in connection with the
registration of the securities which are the subject of such registration statement, which
amendments may make such changes in such registration statement as such attorney may deem
appropriate, and with full power and authority to perform and do any and all acts and things
whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or
done in connection with any or all of the above-described matters, as fully as each of the
undersigned could do if personally present and acting, hereby ratifying and approving all acts of
any such attorney or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ Robert A. Halmi, Jr.
Robert A. Halmi, Jr.
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President and Chief Executive Officer & Director
(principal
executive officer)
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June 25, 2009
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/s/ William
J. Aliber
William J. Aliber
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Chief Financial Officer
(principal
financial and accounting officer)
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June 25, 2009
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/s/ Jeffrey Sagansky
Jeffrey Sagansky
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Chairman of the Board of Directors
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June 25, 2009
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/s/ Michael B. Goldberg
Michael B. Goldberg
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Director
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June 25, 2009
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/s/ J. Daniel Sullivan
J. Daniel Sullivan
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Director
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June 25, 2009
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/s/ Russel H. Givens, Jr.
Russel H. Givens, Jr.
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Director
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June 25, 2009
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/s/ Thomas M. Hudgins
Thomas M. Hudgins
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Director
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June 25, 2009
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/s/ Jeffrey Bloomberg
Jeffrey Bloomberg
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Director
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June 25, 2009
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INDEX TO EXHIBITS
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Exhibit
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Description
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5.1
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Opinion of Latham & Watkins LLP
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23.1
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Consent of KPMG LLP
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23.2
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Consent of Latham & Watkins LLP (included in Exhibit 5.1)
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24.1
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Power of Attorney (included on the signature page of the Registration Statement)
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99.1
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Amended and Restated RHI Entertainment, Inc. 2008 Incentive Award Plan
(incorporated herein by reference to Appendix A to the Companys Definitive
Proxy Statement, filed on April 15, 2009)
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