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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 5, 2010
MADISON SQUARE GARDEN, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-34434
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No. 27-0624498 |
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number) |
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Two Penn Plaza
New York, NY
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10121 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (212) 465-6000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
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Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 5, 2010, the following persons were elected as directors of Madison Square Garden,
Inc. (MSG) effective immediately prior to the time of the distribution by Cablevision Systems
Corporation (Cablevision) of all of the common stock of MSG to the stockholders of Cablevision
(the Distribution):
Elected by the holder of MSG Class A Common Stock:
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Richard D. Parsons |
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Alan D. Schwartz |
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Vincent Tese |
Elected by the holder of MSG Class B Common Stock:
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Charles F. Dolan |
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James L. Dolan |
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Kristin A. Dolan |
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Thomas C. Dolan |
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Deborah A. Dolan-Sweeney |
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Marianne Dolan Weber |
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Brad Dorsogna |
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Brian G. Sweeney |
Information concerning these individuals, including biographies and compensation information,
is included in MSGs Form 10 registration statement (the Form 10) filed with the Securities and
Exchange Commission (the SEC). Such information is incorporated by reference into this Form 8-K.
Messrs. Parsons, Schwartz and Tese (Chairman) have been appointed to serve as members of the
Audit Committee of the MSG Board of Directors. The Board of Directors has determined that each
member of the Audit Committee is independent within the meaning of the rules of both The NASDAQ
Stock Market LLC and the SEC, has not participated in the preparation of the financial statements
of MSG or any current subsidiary of MSG at any time during the past three years, is able to read
and understand fundamental financial statements, including balance sheets, income statements and
cash flow statements, and is an audit committee financial expert within the meaning of the rules
of the SEC.
Messrs. Schwartz (Chairman) and Tese have been appointed to serve as members of the
Compensation Committee of the MSG Board of Directors. The Board of Directors has determined that
each member of the Compensation Committee is independent under the rules of The NASDAQ Stock
Market LLC.
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Item 5.03 |
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 5, 2010, MSG filed its amended and restated certificate of incorporation which,
among other things, effected a reclassification of its common stock so that its outstanding common
stock was reclassified into 61,913,882.25 shares of Class A Common Stock and 13,588,562.75 shares
of Class B Common Stock. The amended and restated certificate of incorporation is in the form
included as an exhibit to the Form 10, except that the reclassification information set forth above
has been included. The amended and restated certificate of incorporation, including such
reclassification information, has been filed as an exhibit to this Form 8-K.
On February 9, 2010, Cablevision effected the Distribution of all of MSGs outstanding common
stock. In the Distribution, each holder of Cablevision NY Group Class A Common Stock of record as
of the close of business, New York City time, on January 25, 2010 (the record date), received one
share of MSG Class A Common Stock for every four shares of Cablevision NY Group Class A Common
Stock held on the record date. Each record holder of Cablevision NY Group Class B Common Stock
received one share of MSG Class B Common Stock for every four shares of Cablevision NY Group Class
B Common Stock held on the record date. In the Distribution, an aggregate of 61,913,882.25 shares
of MSG Class A Common Stock and 13,588,562.75 shares of MSG Class B Common Stock were issued.
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Item 9.01 |
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Financial Statements and Exhibits |
(d)
99.1 Amended and Restated Certificate of Incorporation of Madison Square Garden, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MADISON SQUARE GARDEN, INC.
(Registrant)
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By: |
/s/
Robert M. Pollichino
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Name: |
Robert M. Pollichino |
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Title: |
Executive Vice President and Chief Financial Officer |
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Dated: February 10, 2010
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