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)).