Form S-8 - Securities to be offered to employees in employee benefit plans
January 17 2024 - 3:22PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 17, 2024
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE
SECURITIES ACT OF 1933
SINCLAIR, INC.
(Exact
name of registrant as specified in its charter)
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Maryland |
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92-1076143 |
(State or other jurisdiction of
Incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(Address of principal executive office, zip code)
2022 Stock Incentive Plan
(Full title of the plan)
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David D. Smith
Executive Chairman
Sinclair, Inc. 10706
Beaver Dam Road Hunt Valley, Maryland 21030
Telephone: (410) 568-1500 |
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Copy to:
Jeffrey B. Grill, Esq.
Pillsbury Winthrop Shaw Pittman LLP
1200 Seventeenth Street, N.W.
Washington, D.C. 20036 (202) 663-8000 |
(Name, address and telephone
number 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 definitions of large accelerated filer, accelerated filer, small reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one)
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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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☐ |
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. ☐
The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Explanatory Note and General Instruction E Information
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 4,884,261 shares
of Class A Common Stock to be issued pursuant to Sinclair, Inc.s (the Registrant or the Company) 2022 Stock Incentive Plan.
The Company is the successor issuer to Sinclair Broadcast Group, LLC (formerly known as Sinclair Broadcast Group, Inc., the Predecessor) pursuant
to Rule 414 under the Securities Act of 1933, as amended (the Securities Act), and Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the Exchange Act). The
Predecessors Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the Commission) on June 9, 2022 (File
No. 333-265508) and the Companys Post-Effective Amendment to Registration Statement on Form S-8 filed with the Commission on June 1, 2023 (File No. 333-265508-01), excluding reports that the Registrant or the Predecessor filed with the Commission that were incorporated into the Registration Statements on Form S-8 in order to maintain current information about the Registrant or the Predecessor, are hereby incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.
The document(s) containing the information required by Item 1 of Form S-8
and the statement of availability of registrant information and any other information required by Item 2 of Form S-8 have been sent or given to participants as specified by Rule 428 under the Securities Act.
In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. The Registrant will maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Registrant shall furnish the Commission or its staff a copy or copies
of all of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The
following documents and information previously filed with the Commission by the Registrant are incorporated by reference herein.
(a) |
The Predecessors Annual Report on Form
10-K for the fiscal year ended December 31, 2022, filed on March 1, 2023. |
(b) |
The Predecessors Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 2023 on May 10, 2023. |
(c) |
The Predecessor and Registrants Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 2023, filed on August 9, 2023. |
(d) |
The Predecessor and Registrants Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 2023, filed on November 9, 2023. |
(g) |
The description of the Predecessors capital stock contained in Exhibit
4.4 to the Predecessors Annual Report on Form 10-K filed with the Commission on March 1, 2023. |
In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, as amended (excluding any
portions thereof furnished by the Registrant, including but not limited to information furnished under Item 2.02 and Item 7.01 and any exhibits relating to Item 2.02 or Item 7.01 furnished under Item 9.01 of Form
8-K and any certification required by 18 U.S.C. § 1350), on or after the date of this Registration Statement, 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 this Registration Statement or in a document incorporated by reference in this Registration Statement 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 subsequently filed document that is deemed to be incorporated by reference in this Registration
Statement modifies or supersedes such statement.
Item 8. Exhibits
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Exhibit No. |
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Description |
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4.1 |
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Articles of Amendment and Restatement of Sinclair, Inc., effective June
1, 2023 (Incorporated by reference from Exhibit 3.1 to Registrants Current Report on Form 8-K filed on June 1, 2023.) |
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4.2 |
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Amended and Restated Bylaws of Sinclair, Inc., effective June
1, 2023 (Incorporated by reference from Exhibit 3.2 to Registrants Current Report on Form 8-K filed on June 1, 2023.) |
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4.3 |
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2022 Stock Incentive Plan, as amended (incorporated by reference to Appendix A to the Predecessors
Definitive Proxy Statement on Schedule 14A filed with the Commission on April 22, 2022). |
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5.1 |
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Opinion of Pillsbury Winthrop Shaw Pittman LLP (filed herewith). |
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23.1 |
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm (filed herewith). |
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23.2 |
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Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1). |
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24.1 |
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Power of Attorney (filed herewith). |
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107.1 |
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Filing Fee Table (filed herewith). |
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Hunt Valley, Maryland, on the 17th day of January, 2024.
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SINCLAIR, INC. |
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By |
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/s/ Christopher S. Ripley |
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Christopher S. Ripley |
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President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
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SIGNATURE |
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TITLE |
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DATE |
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/s/ Christopher S. Ripley |
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President and Chief Executive Officer (Principal Executive Officer) |
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January 17, 2024 |
Christopher S. Ripley |
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/s/ Lucy A. Rutishauser* |
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Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
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January 17, 2024 |
Lucy A. Rutishauser |
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/s/ David R. Bochenek* |
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Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) |
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January 17, 2024 |
David R. Bochenek |
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/s/ David D. Smith* |
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Executive Chairman, Chairman of the Board and Director |
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January 17, 2024 |
David D. Smith |
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/s/ Frederick G. Smith* |
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Director |
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January 17, 2024 |
Frederick G. Smith |
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/s/ J. Duncan Smith* |
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Director |
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January 17, 2024 |
J. Duncan Smith |
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/s/ Robert E. Smith* |
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Director |
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January 17, 2024 |
Robert E. Smith |
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/s/ Laurie R. Beyer* |
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Director |
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January 17, 2024 |
Laurie R. Beyer |
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/s/ Benjamin S. Carson, Sr.* |
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Director |
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January 17, 2024 |
Benjamin S. Carson, Sr. |
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/s/ Howard E. Friedman* |
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Director |
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January 17, 2024 |
Howard E. Friedman |
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/s/ Benson E. Legg* |
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Director |
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January 17, 2024 |
Benson E. Legg |
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/s/ Daniel C. Keith* |
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Director |
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January 17, 2024 |
Daniel C. Keith |
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* |
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By: |
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/s/ Christopher S. Ripley |
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Name: |
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Christopher S. Ripley |
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Title: |
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Attorney-in-Fact |
EXHIBIT 5.1
Pillsbury Winthrop Shaw Pittman LLP
1200 Seventeenth Street, N.W.
Washington, DC 20036
January 17, 2024
Sinclair, Inc.
10706 Beaver Dam Road
Hunt Valley, Maryland 21030
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Re: |
Registration Statement on Form S-8 |
Ladies and Gentlemen:
We are acting as special securities
counsel for Sinclair, Inc., a Maryland corporation (the Company), in connection with the Registration Statement on Form S-8 (the Registration Statement) relating to the registration
under the Securities Act of 1933 (the Act) of 4,884,261 shares of Class A Common Stock, par value $0.01 per share (the Shares), issuable pursuant to the Companys 2022 Stock Incentive Plan (the Plan).
We have reviewed and are familiar with such corporate proceedings and other matters as we have deemed necessary for this opinion. On the basis of the
assumptions and subject to the qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and, when issued and sold in accordance with the Plan, will be validly issued, fully paid and
nonassessable.
The opinions set forth in this letter are limited to the law of the State of Maryland as in effect on the date hereof.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Pillsbury Winthrop Shaw Pittman LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Sinclair, Inc.
of our report dated March 1, 2023 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Sinclair Broadcast Group, Inc.s Annual Report on Form 10-K for the year ended December 31, 2022.
/s/ PricewaterhouseCoopers LLP
Baltimore, Maryland
January 17, 2024
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Christopher S. Ripley and David R. Bochenek and each of them, his true and lawful
attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-8 to which this power of attorney is filed as an exhibit, and any and all amendments thereto, and to file the same, with exhibits thereto and other documents 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, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
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SIGNATURE |
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TITLE |
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DATE |
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/s/ Christopher S. Ripley
Christopher S. Ripley |
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President, and Chief Executive Officer (Principal Executive Officer) |
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November 8, 2023 |
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/s/ Lucy A. Rutishauser
Lucy A. Rutishauser |
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Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
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November 8, 2023 |
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/s/ David R. Bochenek
David R. Bochenek |
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Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) |
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November 8, 2023 |
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/s/ David D. Smith
David D. Smith |
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Executive Chairman, Chairman of the Board and Director |
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November 8, 2023 |
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/s/ Frederick G. Smith
Frederick G. Smith |
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Director |
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November 8, 2023 |
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/s/ J. Duncan Smith
J. Duncan Smith |
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Director |
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November 8, 2023 |
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/s/ Robert E. Smith
Robert E. Smith |
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Director |
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November 4, 2023 |
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/s/ Laurie R. Beyer
Laurie R. Beyer |
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Director |
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November 8, 2023 |
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/s/ Benjamin S. Carson, Sr.
Benjamin S. Carson, Sr. |
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Director |
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November 9, 2023 |
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/s/ Howard E. Friedman
Howard E. Friedman |
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Director |
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November 8, 2023 |
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/s/ Benson E. Legg
Benson E. Legg |
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Director |
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November 8, 2023 |
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/s/ Daniel C. Keith
Daniel C. Keith |
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Director |
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November 8, 2023 |
Exhibit 107
CALCULATION OF FILING FEE TABLE
FORM S-8
(Form Type)
SINCLAIR, INC.
(Exact Name of Registrant as Specified in its Charter)
Table I: Newly Registered Securities
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Security Type |
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Security Class
Title |
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Fee Calculation Rule |
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Amount Registered (1) |
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Proposed Maximum Offering Price Per Unit (2) |
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Maximum
Aggregate Offering Price |
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Fee
Rate |
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Amount of Registration Fee |
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Fees to be Paid |
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Equity |
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Class A Common Stock, par
value $0.01 per share |
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Rule 457(h) and
Rule 457(c) |
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4,884,261(3) |
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$ 13.43 |
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$65,595,625.23 |
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0.0001476 |
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$9,681.91 |
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Fees Previously
Paid |
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Total Offering Amounts |
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$65,595,625.23 |
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$9,681.91 |
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Total Fees Previously Paid |
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Total Fee Offsets |
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Net Fee Due |
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$9,681.91 |
(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933 (the Securities Act), this
Registration Statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend, recapitalization or any other similar transaction effected without receipt of consideration, which results
in an increase in the number of the Registrants outstanding shares of Class A Common Stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered
or sold pursuant to the employee benefit plans described herein. |
(2) |
Estimated solely for the purpose of calculating the registration fee, based on the average ($13.43 per share)
of the high ($13.73 per share) and low ($13.13 per share) prices of Sinclair, Inc. Class A Common Stock on the NASDAQ Stock Markets Global Select Market on January 9, 2024, which date is within five business days prior to filing this
Registration Statement, in accordance with Rule 457(h) and Rule 457(c). |
(3) |
Represents an aggregate 4,884,261 increase in the number of shares reserved for issuance under the 2022 Stock
Incentive Plan (the Plan), including 2,500,000 shares that were automatically added to the shares reserved for issuance on January 1, 2023 and 2,384,261 shares that were automatically added to the shares reserved for issuance on
January 1, 2024 pursuant to an evergreen provision contained in the Plan. Pursuant to such provision, the number of shares reserved for issuance under the Plan automatically increases on January 1 of each year, starting on
January 1, 2023 and continuing through January 1, 2032, by the lesser of (i) a fixed amount set forth in the Plan, (ii) 6.0% of the outstanding shares on the immediately preceding December 31st, or (iii) a lesser amount determined by the Companys Board of Directors. |
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