Post-effective Amendment to an S-8 Filing (s-8 Pos)
July 06 2016 - 12:58PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 6, 2016
Registration No. 333-204427
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
Registration Statement
under
The
Securities Act of 1933
Cablevision Systems Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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1111 Stewart Avenue
Bethpage, New York 11714
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11-3415180
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(State or other jurisdiction of
incorporation or organization)
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(Address of principal executive offices,
including zip code)
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(I.R.S. employer
identification no.)
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CABLEVISION SYSTEMS CORPORATION 2015 EMPLOYEE STOCK PLAN
(Full title of the plan)
Craig Rosenthal
Senior
Vice President, Legal Corporate & Employment
Cablevision Systems Corporation
1111 Stewart Avenue
Bethpage, New York 11714
(Name and address of agent for service)
(516) 803-2300
(Telephone number, including area code, of agent for service)
With a copy to:
Craig E. Marcus
Ropes
& Gray LLP
Prudential Tower
800 Boylston Street
Boston, Massachusetts 02199
(617) 951-7000
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 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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x
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Accelerated filer
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¨
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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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¨
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (Post-Effective Amendment), filed by Cablevision Systems Corporation, a Delaware
corporation (Cablevision), removes from registration all shares of Cablevision NY Group Class A common stock, par value $0.01 per share (Common Stock), registered under the Registration Statement on Form S-8
(Registration Number 333-204427) filed by Cablevision on May 22, 2015 (the Registration Statement) with the Securities and Exchange Commission pertaining to the registration of 25,000,000 shares of Common Stock relating to the
Cablevision Systems Corporation 2015 Employee Stock Plan.
On June 21, 2016, pursuant to the Agreement and Plan of Merger (the
Merger Agreement), dated as of September 16, 2015, by and among Cablevision, Altice N.V., a Dutch public company with limited liability (
naamloze vennootschap
) (Altice), and Neptune Merger Sub Corp., a Delaware
corporation and subsidiary of Altice (Merger Sub), Merger Sub merged with and into Cablevision, with Cablevision surviving the merger (the Merger).
The Merger became effective on June 21, 2016 upon the filing of a Certificate of Merger with the Secretary of State of the State of
Delaware (the Effective Time).
On June 21, 2016, at the Effective Time, each outstanding share of Common Stock and
Cablevision NY Group Class B common stock (other than shares owned by Cablevision, Altice or any of their respective wholly-owned subsidiaries, in each case not held on behalf of third parties in a fiduciary capacity) was converted into the right to
receive $34.90 in cash, without interest.
As a result of the Merger, Cablevision has terminated all offerings of the Common Stock
pursuant to the Registration Statement. Cablevision hereby removes from registration all shares of Common Stock registered under the Registration Statement that remain unsold as of the date of this Post-Effective Amendment.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bethpage, State
of New York, on July 6, 2016.
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CABLEVISION SYSTEMS CORPORATION
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By:
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/s/ Charles Stewart
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Charles Stewart
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Vice President, Treasurer & Chief Financial Officer
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Pursuant to the requirements of Securities Act of 1933, this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 has been signed by the following persons on July 6, 2016 in the capacities indicated.
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SIGNATURE
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TITLE
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/s/ Dexter Goei
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Director, President and
Chief Executive Officer
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Dexter Goei
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(Principal Executive Officer)
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/s/ Charles Stewart
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Director, Vice President, Treasurer and
Chief Financial Officer
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Charles Stewart
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(Principal Financial and Accounting Officer)
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/s/ Lisa Rosenblum
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Director
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Lisa Rosenblum
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/s/ Abdelhakim Boubazine
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Director
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Abdelhakim Boubazine
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