-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A9f+eOEv/J3rmCaCj+sjw/GujpnOtCIH1JKnUJdQOEw36COdflmNJbR7wpRXnyKx /1jm0vCoKuUgK7ZncfR2MA== 0000950144-03-004991.txt : 20030415 0000950144-03-004991.hdr.sgml : 20030415 20030415160227 ACCESSION NUMBER: 0000950144-03-004991 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030415 EFFECTIVENESS DATE: 20030415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CUMULUS MEDIA INC CENTRAL INDEX KEY: 0001058623 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 364159663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-62542 FILM NUMBER: 03650632 BUSINESS ADDRESS: STREET 1: 3535 PIEDMONT ROAD STREET 2: BUILDING 14, FOURTEENTH FLOOR CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 4049490700 MAIL ADDRESS: STREET 1: 3535 PIEDMONT ROAD STREET 2: BUILDING 14, FOURTEENTH FLOOR CITY: ATLANTA STATE: GA ZIP: 30305 S-8 POS 1 g82006sv8pos.txt CUMULUS MEDIA, INC. As filed with the Securities and Exchange Commission on April 15, 2003 Registration No. 333-62542 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- CUMULUS MEDIA INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 36-4159663 (State of Incorporation) (I.R.S. Employer Identification Number) ----------------- CUMULUS MEDIA INC. 1999 STOCK INCENTIVE PLAN CUMULUS MEDIA INC. 1999 EXECUTIVE STOCK INCENTIVE PLAN ----------------- LEWIS W. DICKEY, JR., CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER CUMULUS MEDIA INC. 3535 PIEDMONT ROAD, BUILDING 14, 14TH FLOOR ATLANTA, GA 30305 (Name and Address of Agent for Service) (404) 949-0700 (Telephone Number, including area code, of Agent for Service) ----------------- Copy to: MARK L. HANSON, ESQ. JONES DAY 3500 SUNTRUST PLAZA 303 PEACHTREE STREET ATLANTA, GA 30308-3242 (404) 521-3939 ----------------- CALCULATION OF REGISTRATION FEE
============================================================================================================ Title of securities Amount to Proposed maximum Proposed maximum Amount of to be registered be registered offering price per share aggregate offering price registration fee - ------------------------------------------------------------------------------------------------------------ Class A Common Stock, 469,854 (1) (1) (1) $.01 par value - ------------------------------------------------------------------------------------------------------------ Class A Common Stock, 430,146 (1) (1) (1) $.01 par value - ------------------------------------------------------------------------------------------------------------ Class C Common Stock, 1,000,000 (1) (1) (1) $.01 par value - ------------------------------------------------------------------------------------------------------------ Class A Common Stock, 1,000,000 $16.64(2) $16,640,000(2) $1,346(3) $.01 par value ============================================================================================================
(1) Registration fees for these shares were paid upon the filing of the original registration statement on Form S-8 (File No. 333-62542). Therefore, no further registration fee is required for these shares. (2) Estimated solely for purposes of computing the registration fee pursuant to Rule 457(c) of the Securities Act of 1933, as amended (the "Securities Act"), based upon the average of the reported high and low sales prices of the Class A Common Stock of the company on the NASDAQ National Market ("NASDAQ") on April 8, 2003. (3) The registration fee for the 1,000,000 shares of Class A Common Stock registered hereby, $1,346, is calculated pursuant to Rule 457(c) under the Securities Act as follows: .00008090 multiplied by the product of $16.64, the average of the reported high and low sales prices of the Class A Common Stock on NASDAQ on April 8, 2003 (a date within 5 business days prior to this filing), multiplied by 1,000,000, the number of shares to be registered. EXPLANATORY NOTE We are filing this Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (File No. 333-62542) to register 1,000,000 additional shares of our Class A Common Stock to be reserved for issuance under our 1999 Executive Stock Incentive Plan, as amended. The contents of the Registration Statement on Form S-8 (File No. 333-62542), as previously amended, are incorporated by reference into this Post-Effective Amendment No. 2. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. 4.1 Cumulus Media Inc. 1999 Stock Incentive Plan (incorporated by reference to Exhibit 4.1 of the registrant's registration statement on Form S-8 (File No. 333-62542)). 4.2 Cumulus Media Inc. 1999 Executive Stock Incentive Plan (incorporated by reference to Exhibit 4.2 of the registrant's registration statement on Form S-8 (File No. 333-62542)). 4.3 Amended and Restated Certificate of Incorporation, including Certificates of Designations for the 13-3/4% Series A Cumulative Exchangeable Redeemable Preferred Stock due 2009 and the 12% Series B Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 of the registrant's current report on Form 8-K, filed August 2, 2002) 4.4 Amended and Restated By-laws (incorporated by reference to Exhibit 3.2 of the registrant's current report on Form 8-K, filed August 2, 2002) 5.1 Opinion of Jones Day regarding legality of the common stock being registered. 23.1 Consent of KPMG LLP. 23.2 Consent of Jones Day (included in Exhibit 5.1). 24.1 Power of Attorney (incorporated by reference to Exhibit 24.1 of the registrant's Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-62542)). II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on April 15, 2003. CUMULUS MEDIA INC. By: /s/ LEWIS W. DICKEY, JR. ------------------------------- Lewis W. Dickey, Jr. Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ LEWIS W. DICKEY, JR. Chairman, President, Chief Executive April 15, 2003 - ------------------------------ Officer and Director (Principal Executive Lewis W. Dickey, Jr. Officer) /s/ MARTIN R. GAUSVIK Executive Vice President and Chief April 15, 2003 - ------------------------------ Financial Officer (Principal Financial Martin R. Gausvik and Accounting Officer) * Director - ------------------------------ Ralph B. Everett * Director - ------------------------------ Holcombe T. Green, Jr. * Director - ------------------------------ Eric P. Robison * Director - ------------------------------ Robert H. Sheridan, III *By: /s/ MARTIN R. GAUSVIK April 15, 2003 ------------------------ Martin R. Gausvik, As Attorney-in-Fact
EXHIBIT INDEX Exhibits 4.1 Cumulus Media Inc. 1999 Stock Incentive Plan (incorporated by reference to Exhibit 4.1 of the registrant's registration statement on Form S-8 (File No. 333-62542)). 4.2 Cumulus Media Inc. 1999 Executive Stock Incentive Plan (incorporated by reference to Exhibit 4.2 of the registrant's registration statement on Form S-8 (File No. 333-62542)). 4.3 Amended and Restated Certificate of Incorporation, including Certificates of Designations for the 13-3/4% Series A Cumulative Exchangeable Redeemable Preferred Stock due 2009 and the 12% Series B Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 of the registrant's current report on Form 8-K, filed August 2, 2002) 4.4 Amended and Restated By-laws (incorporated by reference to Exhibit 3.2 of the registrant's current report on Form 8-K, filed August 2, 2002) 5.1 Opinion of Jones Day regarding legality of the common stock being registered. 23.1 Consent of KPMG LLP. 23.2 Consent of Jones Day (included in Exhibit 5.1). 24.1 Power of Attorney (incorporated by reference to Exhibit 24.1 of the registrant's Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-62542)). EX-5.1 3 g82006exv5w1.txt OPINION OF JONES DAY EXHIBIT 5.1 JONES DAY 303 Peachtree Street, N.E. 3500 SunTrust Plaza Atlanta, Georgia 30308 April 15, 2003 Cumulus Media Inc. 3535 Piedmont Road, Building 14, 14th Floor Atlanta, Georgia 30305 Re: Post-Effective Amendment No. 2 to Registration Statement on Form S-8 (File No. 333-62542) Ladies and Gentlemen: We are acting as counsel to Cumulus Media Inc., a Delaware corporation (the "Company"), in connection with the Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (File No. 333-62542) (the "Post-Effective Amendment"). The Post-Effective Amendment relates to the registration of an additional 1,000,000 shares of Class A Common Stock, par value $.01 per share (the "Additional Shares"), to be issued in accordance with the Company's 1999 Executive Stock Incentive Plan, as amended (the "Plan"), under which 1,000,000 shares of Class C Common Stock, par value $.01 per share, were originally registered under the Securities Act of 1933, as amended, by Cumulus Media Inc., an Illinois corporation and predecessor to the Company. This opinion appears as Exhibit 5.1 to the Post-Effective Amendment. In rendering this opinion, we have examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion. We have assumed, without independent verification, the genuineness and authorization of all signatures and the conformity to the originals of all copies submitted to us or inspected by us as certified, conformed or photostatic copies. Based on such examination, we are of the opinion that the Additional Shares, when issued in the manner contemplated by the Plan, will be validly issued, fully paid and nonassessable. Our examination of matters of law in connection with the opinion expressed herein has been limited to, and accordingly our opinion herein is limited to, the General Corporation Law of the State of Delaware, including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such law. We express no opinion with respect to any other law of the State of Delaware or any other jurisdiction. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Post-Effective Amendment. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, /s/ JONES DAY EX-23.1 4 g82006exv23w1.txt CONSENT OF KPMG LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Cumulus Media Inc.: We consent to the incorporation by reference in this Post-Effective Amendment No. 2 to the registration statement on Form S-8 of Cumulus Media Inc. of our report dated February 14, 2003, with respect to the consolidated balance sheets of Cumulus Media Inc. and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2002, and the related financial statement schedule, which report appears in the December 31, 2002 Annual Report on Form 10-K of Cumulus Media Inc. Our report on the consolidated financial statements refers to the adoption of the provisions of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," on January 1, 2002. /s/ KPMG LLP Chicago, Illinois April 14, 2003 -----END PRIVACY-ENHANCED MESSAGE-----