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United States Securities and Exchange Commission Form 10/18/13 8:38 PM S-1 1 a2216998zs-1.htm S-1 Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS INDEX TO STATEMENTS OF CASH RECEIPTS FROM INCLUDED CONTRACTS Table of Contents As filed with the Securities and Exchange Commission on October 17, 2013 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FANTEX, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 7389 80-0884134 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code No.) Identification No.) Fantex, Inc. 330 Townsend Street, Suite 234 San Francisco, CA 94107 (415) 592-5950 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Cornell "Buck" French Chief Executive Officer Fantex, Inc. 330 Townsend Street, Suite 234 San Francisco, California 94107 (415) 592-5950 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Patrick A. Pohlen, Esq. Joel H. Trotter, Esq. Mark P. Tanoury, Esq. Jim Morrone, Esq. David G. Peinsipp, Esq. http://www.sec.gov/Archives/edgar/data/1573683/000104746913009713/a2216998zs-1.htm Page 1 of 194 10/18/13 8:38 PM Latham & Watkins LLP Cooley LLP 140 Scott Drive 3175 Hanover Street Menlo Park, California 94025 Palo Alto, California 94304 (650) 328-4600 (650) 843-5000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective. If any of the securities being registered on this form are offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), check the following box. ! If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. " If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. " If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. " 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 the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer " Accelerated filer " Non-accelerated filer " Smaller reporting company ! (Do not check if a smaller reporting company) CALCULATION OF REGISTRATION FEE Proposed Maximum Title of Each Class of Securities Aggregate Offering Amount of to be Registered Price(1)(2) Registration Fee Fantex Series Arian Foster Convertible Tracking Stock, par value $0.0001 per share $10,550,000 $1,359 Platform Common Stock, par value $0.0001 per share(3) — — (1) Estimated solely for the purpose of computing the registration fee in accordance with Rule 457(o) under the Securities Act. (2) An indeterminate amount of securities are being registered hereby to be offered solely for market-making purposes by specified affiliates of the registrant. Pursuant to Rule 457(q) under the Securities Act, no filing fee is required. (3) Represents up to 5,000,000 shares of platform common stock, par value $0.0001 per share, of Fantex, Inc. issuable upon the conversion of shares of Fantex Series Arian Foster Convertible Tracking Stock ("Fantex Series Arian Foster"). The precise number of shares of platform common stock to be registered is not presently determinable because the conversion ratio as of the conversion date, if any, of the Fantex Series Arian Foster is not currently known. Pursuant to Rule 457(i) under the Securities Act the registration fee is calculated on the basis of the proposed offering price of the Fantex Series Arian Foster alone because no additional consideration is to be received in connection with the future conversion, if any, of the Fantex Series Arian Foster into platform common stock. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. http://www.sec.gov/Archives/edgar/data/1573683/000104746913009713/a2216998zs-1.htm Page 2 of 194 10/18/13 8:38 PM Table of Contents EXPLANATORY NOTE This Registration Statement contains a prospectus relating to an offering of shares of our Fantex Series Arian Foster. This Registration Statement also contains a prospectus relating to sales of Fantex Series Arian Foster in connection with certain market-making and other transactions that may be effected by FBS in the secondary market following the completion of this offering. The complete prospectus relating to this offering of common stock (the Offering Prospectus) follows immediately after this Explanatory Note. Following the Offering Prospectus are certain pages of the prospectus relating solely to such secondary market market-making transactions (referred to by us for convenience purposes as the Market-Making Prospectus), including an alternate front cover page and alternate sections entitled "Use of Proceeds" and "Plan of Distribution." Each of such alternate pages has been marked "Alternate Page for Market-Making Prospectus." A complete version of each of the Offering Prospectus and the Market-Making Prospectus will be filed with the Securities and Exchange Commission in accordance with Rule 424 under the Securities Act. http://www.sec.gov/Archives/edgar/data/1573683/000104746913009713/a2216998zs-1.htm Page 3 of 194 10/18/13 8:38 PM Table of Contents The information contained in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED OCTOBER 17, 2013 PRELIMINARY PROSPECTUS 1,055,000 Shares Fantex Series Arian Foster Convertible Tracking Stock and Shares of Platform Common Stock issuable upon conversion of the Fantex Series Arian Foster Convertible Tracking Stock $10.00 per share This is the initial public offering of Fantex Series Arian Foster Convertible Tracking Stock, which we refer to as Fantex Series Arian Foster. This is also an offering of shares of our platform common stock into which the shares of Fantex Series Arian Foster are convertible, and references in this prospectus to an offering of shares of Fantex Series Arian Foster shall be deemed also to mean a reference to the shares of platform common stock into which the shares of Fantex Series Arian Foster are convertible. We are offering 1,055,000 shares of Fantex Series Arian Foster at $10.00 per share on a best efforts, all or none basis. To the extent that there is insufficient interest in shares of our Fantex Series Arian Foster, this offering may be cancelled and no shares of our Fantex Series Arian Foster would be sold to the public. Funds received from the offering will be deposited into a non-interest bearing escrow account pending the closing of the offering. Our Arian Foster Brand (as defined below) is not a separate legal entity and cannot issue securities. Holders of shares of Fantex Series Arian Foster will not have an ownership interest in our Arian Foster Brand, or any of our affiliated entities. Rather, investors in our Fantex Series Arian Foster will be our common stockholders. The issuance of the Fantex Series Arian Foster will not result in the actual transfer of our assets or the creation of a separate legal entity. Arian Foster and his affiliated persons are, and we expect they will continue to be, individuals and legal entities that are separate and independent from us, with separate ownership, management and operations. Fantex Series Arian Foster is intended to track and reflect the separate economic performance of a tracking unit that we refer to as the Arian Foster Brand. The platform common stock is intended to track and reflect the economic performance of all of our tracking brands. The Arian Foster Brand, tracked by the Fantex Series Arian Foster, is our first and only tracking brand to date. We would attribute to the Arian Foster Brand and the platform common stock certain assets and expenses, including in certain cases expenses related to other series of common stock of Fantex that may be issued from time to time in the future. Our board of directors may convert the shares of Fantex Series Arian Foster into platform common stock at any time. See "Management and Attribution Policies" beginning on page 87 and "Description of Capital Stock" beginning on page 131. Holders of shares of our Fantex Series Arian Foster and our platform common stock are each entitled to one vote per share of such stock. Following the consummation of this offering, Fantex Holdings, our parent company, will hold all 100,000,000 outstanding shares of our platform common stock, and thus will hold approximately 99% of the voting power of our outstanding common stock.
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