Six Flags Entertainment Corp (Form: 8-A12B/A, Received: 04/01/2021 17:08:48)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A/A

(Amendment No. 1)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

SIX FLAGS ENTERTAINMENT CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		13-3995059
(State of incorporation or organization)		(I.R.S. Employer Identification No.)

1000 Ballpark Way Arlington, Texas		76011
(Address of principal executive offices)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered		Name of each exchange on which each class is to be registered

Preferred Stock Purchase Rights		NYSE

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

N/A

(Title of class)

EXPLANATORY NOTE

This Form 8-A/A is filed by Six Flags Entertainment Corporation (the “Company”) to reflect the expiration of the rights (the “Rights”) to purchase Series B Junior Preferred Stock (the “Series B Preferred Stock”) registered on the Form 8-A filed by the Company on March 31, 2020.

Item 1.

Description of Registrant’s Securities to be Registered.

The Company previously filed a Registration Statement on Form 8-A (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) on March 31, 2020 related to that certain Rights Agreement dated as of March 31, 2020 between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agreement”). In accordance with the terms of the Rights Agreement, the rights issued thereunder expired on March 30, 2021. This Amendment to Form 8-A amends and supplements the information set forth in the Registration Statement, and is being filed by the Company to deregister the Rights.

On April 1, 2020, the Company filed with the office of the Secretary of State of the State of Delaware a Certificate of Elimination (the “Certificate of Elimination”), which, effective upon filing, eliminated from the Company’s Restated Certificate of Incorporation, as amended, all matters set forth in the Company’s Certificate of Designations of Series B Junior Preferred Stock of Six Flags Entertainment Corporation, as filed with the Secretary of State of the State of Delaware on March 31, 2020. The 200,000 shares of preferred stock previously designated as Series B Junior Preferred Stock were eliminated and returned to the status of authorized but unissued shares of preferred stock, without designation. The Company’s stockholders are not required to take any action as a result of the expiration of the Rights Agreement. No shares of the Series B Preferred Stock were issued and outstanding at the time of filing of the Certificate of Elimination.

The foregoing is a summary of the terms of the Certificate of Elimination. The summary does not purport to be complete and is qualified in its entirety by reference to the Certificate of Elimination, a copy of which is filed with this Registration Statement on Form 8-A/A as Exhibit 3.1 and is incorporated by reference herein.

Item 2.

Exhibits.

The following exhibits are filed as part of this Registration Statement:

3.1 Certificate of Elimination of Series B Junior Preferred Stock of Six Flags Entertainment Corporation, as filed with the Secretary of State of the State of Delaware on April 1, 2021.

4.1 Rights Agreement, dated as of March 31, 2020, between Six Flags Entertainment Corporation and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File N. 001-13703) filed by Six Flags Entertainment Corporation with the SEC on March 31, 2020).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

	SIX FLAGS ENTERTAINMENT CORPORATION

	By:	/s/ Laura W. Doerre
	Name:	Laura W. Doerre
	Title:	Executive Vice President, General Counsel & Chief Administrative Officer

Date: April 1, 2021

Exhibit 3.1

SIX FAGS ENTERTAINMENT CORPORATION

CERTIFICATE OF ELIMINATION

OF THE

SERIES B JUNIOR PREFERRED STOCK

Pursuant to Section 151(g) of the General Corporation Law

of the State of Delaware

Six Flags Entertainment Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Company”), does hereby certify as follows:

1. Pursuant to the authority conferred upon the Board of Directors of the Company pursuant to its Restated Certificate of Incorporation, as amended, the Board of Directors adopted the following resolutions effective April 1, 2021, approving the elimination of the Series B Junior Preferred Stock:

WHEREAS, pursuant to Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”) and the authority granted in the Company’s Restated Certificate of Incorporation, as amended, the Company duly adopted, authorized and designated 100,000 shares of Series B Junior Preferred Stock, par value $1.00 per share (the “Series B Junior Preferred Stock”), as evidenced by the Certificate of Designations of Series B Junior Preferred Stock (the “Series B Certificate of Designations”) with respect to such Series B Junior Preferred Stock filed with the Secretary of State of the State of Delaware on March 31, 2020; and

WHEREAS, no shares of Series B Junior Preferred Stock are outstanding and none will be issued pursuant to the Series B Certificate of Designations; and

WHEREAS, the Board of Directors deems it advisable and in the best interest of the Company and its stockholders to eliminate the Series B Junior Preferred Stock.

NOW, THEREFORE, BE IT RESOLVED, that none of the authorized shares of Series B Junior Preferred Stock are outstanding, and none will be issued pursuant to the Series B Certificate of Designations; and

RESOLVED, FURTHER, that the Company’s President and Chief Executive Officer, Executive Vice President and Chief Financial Officer, Executive Vice President, General Counsel & Chief Administrative Officer, and Corporate Secretary be, and each of them individually hereby is, authorized and directed to take any and all actions as such officers deem necessary and appropriate to eliminate the Series B Preferred Stock, including to execute and file, or cause to be executed and filed, a Certificate of Elimination of the Series B Preferred Stock with the Secretary of State of the State of Delaware, in substantially the form attached hereto as Exhibit A.

2. In accordance with Section 151(g) of the DGCL, the Restated Certificate of Incorporation, as effective immediately prior to the filing of this Certificate of Elimination, is hereby amended to eliminate all references to the Series B Junior Preferred Stock and all other matters set forth in the Series B Certificate of Designations and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of the preferred stock of the Company, without designation as to series.

IN WITNESS WHEREOF, the Company has caused this Certificate of Elimination to be signed by its duly authorized officer this 1st day of April, 2021.

	SIX FLAGS ENTERTAINMENT CORPORATION


By:		/s/ Laura W. Doerre
		Name:	Laura W. Doerre
		Title:	EVP, General Counsel & Chief Administrative Officer