As filed with the Securities and Exchange Commission on May 27, 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
Hemisphere Media Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 80-0885255 | |||
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
Hemisphere Media Group, Inc.
4000 Ponce de Leon Boulevard
Suite 650
Coral Gables, FL 33146
(305) 421-6364
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Hemisphere Media Group, Inc. Amended and Restated
2013 Equity Incentive Plan
(Full title of the plan)
Alan J. Sokol
Chief Executive Officer
4000 Ponce de Leon Boulevard
Suite 650
Coral Gables, FL 33146
(305) 421-6364
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to:
John C. Kennedy, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison, LLP
1285 Avenue of the Americas
New York, NY 10019-6064
(212) 373-3000
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.
Large accelerated filer o | Accelerated filer x | Non-accelerated filer o |
Smaller reporting company x Emerging growth company o |
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 to Section 7(a)(2)(B) of the Securities Act. o
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered |
Amount to be
Registered(1) |
Proposed Maximum
Offering Price Per Share |
Proposed Maximum
Aggregate Offering Price |
Amount of
Registration Fee |
||||||||
Class A common stock, par value $0.0001 per share, issuable pursuant to the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan | 2,962,160 shares | $ | 13.22 | (3) | $ | 39,159,755.20 | (3) | $ | $4,272.33 | |||
Total | 2,962,160 shares | (2) | $ | $4,272.33 | ||||||||
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities to be offered or issued from stock splits, stock dividends or similar transactions. |
(2) | This Registration Statement on Form S-8 registers 2,962,160 shares of Hemisphere Media Group, Inc.’s Class A common stock, par value $0.0001 (“Hemisphere Class A common stock”), reserved for issuance under the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan (the “Amended and Restated Plan”). |
(3) | Estimated solely for the purpose of calculating the registration fee under Rule 457(h) of the Securities Act based, in accordance with Rule 457(c), on the average of the high and low prices of Hemisphere Class A common stock reported on The Nasdaq Global Select Market on May 25, 2021 of $13.73 and $12.70, respectively. |
EXPLANATORY NOTE
The Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 18, 2016, File No. 333-1211447, is hereby incorporated by reference. By such Registration Statement, the Company registered 3,225,920 shares of its Class A common stock that were reserved for issuance in respect of awards to be granted under the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan (the “Amended and Restated Plan”).
On March 9, 2021, the board of directors of the Company amended and restated the Amended and Restated Plan, subject to stockholder approval, which was received on May 25, 2021, in order to increase the number of shares of Hemisphere Class A common stock reserved for issuance in respect of awards to be granted under the Amended and Restated Plan from 7,225,920 shares of Hemisphere Class A common stock to an aggregate of 10,188,080 shares of Hemisphere Class A common stock. This Registration Statement is to register the additional 2,962,160 shares of Hemisphere Class A common stock.
Pursuant to General Instruction E to Form S-8, the contents of such earlier Registration Statement are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such earlier registration statement are modified as set forth in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference. |
The following documents filed by the Registrant with the SEC are incorporated by reference in this Registration Statement:
1. | the Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed on March 15, 2021 (including the exhibits thereto); |
2. | the portions of the Definitive Proxy Statement on Schedule 14A for the 2021 annual meeting of stockholders filed on April 15, 2021 that are incorporated by reference in the Annual Report on Form 10-K for the year ended December 31, 2020; |
3. | the Quarterly Report on Form 10-Q for the three month period ended March 31, 2021, filed on May 10, 2021; |
4. | the Current Reports on Form 8-K dated March 2, 2021, March 9, 2021, April 1, 2021, April 6, 2021, April 15, 2021, May 5, 2021 and May 26, 2021; and |
5. | the description of the Hemisphere Class A common stock set forth in the Registration Statement on Form 8-A filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on April 4, 2013, and any amendment or report filed for the purpose of updating any such description. |
In addition, all reports and documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than portions of those made pursuant to Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” and not filed with the Securities and Exchange Commission), subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and made a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein and to be a part hereof 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 other 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 a part of this Registration Statement.
2 |
Item 8. | Exhibits. |
The Registrant herewith files the exhibits identified
below.
* Filed herewith.
3 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 City of Coral Gables, State of Florida, on May 27, 2021.
HEMISPHERE MEDIA GROUP, INC. | |||
By: | /s/ Alan J. Sokol | ||
Alan J. Sokol
Chief Executive Officer and President |
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitute and appoint Alan J. Sokol and Craig D. Fischer their true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, from such person and in each person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement or any registration statement relating to this Registration Statement under Rule 462 and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, 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 said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed as of May 27, 2021 by the following persons in the capacities indicated.
Name | Title | |
/s/ Alan J. Sokol | Chief Executive Officer, President and Director (Principal | |
Alan J. Sokol | Executive Officer) | |
/s/ Peter M. Kern | ||
Peter M. Kern | Chairman of the Board and Director | |
/s/ Craig D. Fischer | Chief Financial Officer (Principal Financial Officer | |
Craig D. Fischer | and Chief Accounting Officer) | |
/s/ Leo Hindery, Jr. | ||
Leo Hindery, Jr. | Director | |
/s/ James M. McNamara | ||
James M. McNamara | Director | |
/s/ Ernesto Vargas Guajardo | ||
Ernesto Vargas Guajardo | Director | |
/s/ Sonia Dulá | ||
Sonia Dulá | Director | |
/s/ Eric C. Neuman | ||
Eric C. Neuman | Director | |
/s/ John Engelman | ||
John Engelman | Director | |
/s/ Adam Reiss | ||
Adam Reiss | Director | |
/s/ Eric Zinterhofer | ||
Eric Zinterhofer | Director | |
EXHIBIT 5.1
[LETTERHEAD OF PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP]
May 27, 2021
Hemisphere Media Group, Inc.
4000 Ponce de Leon Boulevard
Suite 650
Coral Gables, FL 33146
Hemisphere Media Group, Inc., Registration
Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Hemisphere Media Group, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of the Company, filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”). You have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The Registration Statement relates to the registration under the Act of 2,962,160 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share, issuable under the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan (the “2013 Plan”).
Hemisphere Media Group, Inc. | 2 |
In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):
1. the Registration Statement;
2. the 2013 Plan and the forms of award agreements relating to awards to acquire Shares granted under the 2013 Plan;
3. the Amended and Restated Certificate of Incorporation of the Company, included as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 19, 2017 (File No. 001-35886); and
4. the Amended and Restated Bylaws of the Company, included as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 7, 2016 (File No. 001-35886).
In addition, we have examined (i) such corporate records of the Company that we have considered appropriate, including copies of resolutions of the board of directors of the Company relating to the issuance of the Shares, certified by the Company and (ii) such other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon the factual matters contained in the representations and warranties of the Company made in the Documents and upon certificates of public officials and the officers of the Company.
In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete.
Hemisphere Media Group, Inc. | 3 |
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered in accordance with the terms of the 2013 Plan and any applicable award agreement or option certificate under the 2013 Plan, the Shares will be validly issued, fully paid and non-assessable.
The opinion expressed above is limited to the General Corporation Law of the State of Delaware. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.
We hereby consent to use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules.
Very truly yours, | ||
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP | ||
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP |
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement on Form S-8 of Hemisphere Media Group, Inc. of our reports dated March 15, 2021 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of Hemisphere Media Group, Inc., appearing in the Annual Report on Form 10-K of Hemisphere Media Group, Inc. for the year ended December 31, 2020.
/s/ RSM US LLP
Miami, Florida
May 27, 2021