EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by Sphere Entertainment Co., a Delaware corporation (the
Registrant), to register an additional 4,000,000 shares of the Registrants Class A Common Stock, issuable under the Registrants 2020 Employee Stock Plan, as amended, and an additional 250,000 shares of the
Registrants Class A Common Stock, issuable under the Registrants 2020 Stock Plan for Non-Employee Directors, as amended (collectively, the Plans). The Board of Directors of the
Registrant approved the Plans on September 27, 2023, and on December 8, 2023, the Plans were approved by the Registrants stockholders at the Registrants annual meeting.
In accordance with General Instruction E to Form S-8, the contents of the Registrants Registration
Statement on Form S-8 registering 3,150,000 shares of Class A Common Stock issuable under the Plans and previously filed with the Securities and Exchange Commission (the SEC) on
April 16, 2020 (File No. 333-237718), the Registrants Registration Statement on Form S-8 registering an additional 1,117,188 shares
of Class A Common Stock under the Plans and previously filed with the SEC on July 9, 2021 (File No. 333-257817) and the Registrants Registration Statement on Form S-8 registering an additional 1,600,000 shares of Class A Common Stock under the Plans and previously filed with the SEC on December 6, 2022
(File No. 333-268682), including any amendments thereto or filings incorporated therein, are hereby incorporated by reference herein, except as amended hereby.
PART I
INFORMATION
REQUIRED IN THE SECTION 10(A) PROSPECTUS
All information required by Part I to be contained in the prospectus is omitted from this registration
statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the Securities Act).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following
documents filed by the Registrant are incorporated herein by reference (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):
|
(a) |
Description of Capital Stock (incorporated by reference to Exhibit
4.5 to the Registrants Annual Report on Form 10-K for the year ended June
30, 2023 filed with the SEC on August 22, 2023); |
|
(b) |
The Registrants Annual Report on Form 10-K for the year ended
June 30, 2023 filed with the SEC on August 22, 2023; and |
|
(c) |
The Registrants Quarterly Report on Form 10-Q for the quarter
ended September 30, 2023 filed with the SEC on November 8, 2023. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the Securities Exchange Act), 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 to be a part hereof from the date of filing of such documents (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC
rules).