-----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, EkAnFonaRpKCnmI4AXVmfGLWUZz+s9NS8NkbGhWsq1tt0XzdjipO/Ll4Y8IUGFjj skr5OwzyESar/MwPP1HrgQ== 0000950109-02-001956.txt : 20020415 0000950109-02-001956.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950109-02-001956 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020405 EFFECTIVENESS DATE: 20020405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERCOM COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001067837 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 231701044 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-85638 FILM NUMBER: 02603203 BUSINESS ADDRESS: STREET 1: 401 CITY AVENUE STREET 2: SUITE 409 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 610-660-5610 MAIL ADDRESS: STREET 1: 401 CITY AVENUE STREET 2: SUITE 409 CITY: BALA CYNWYD STATE: PA ZIP: 19004 S-8 1 ds8.txt FORM S-8 FOR ENTERCOM COMMUNICATIONS CORP. As filed with the Securities and Exchange Commission on April 5, 2002 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ENTERCOM COMMUNICATIONS CORP. (Exact name of issuer as specified in its charter) Pennsylvania 23-1701044 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation of organization) ------------------------------------ 401 City Avenue, Suite 409 Bala Cynwyd, Pennsylvania 19004 (Address of principal executive offices) 1998 Equity Compensation Plan (Full title of the plan) John C. Donlevie Executive Vice President, Secretary and General Counsel Entercom Communications Corp. 401 City Avenue, Suite 409 Bala Cynwyd, Pennsylvania 19004 (Name and address of agent for service) (610) 660-5610 (Telephone number, including area code, of agent for service) Copy to: Joseph D. Sullivan Scott C. Herlihy Latham & Watkins 555 Eleventh Street N.W., Suite 1000 Washington, D.C. 20004 (202) 637-2200 ------------------------------------
CALCULATION OF REGISTRATION FEE ================================================================================================================== Number Proposed maximum Proposed maximum Registration Title of securities to be of shares to be offering price per aggregate offering fee(3) registered registered(1) share(2) price(2) - ------------------------------------------------------------------------------------------------------------------ Class A Common Stock, par value $.01 per share...... 2,500,000 $54.41 $136,025,000 $12,514.30 ==================================================================================================================
(1) Represents shares of Class A Common Stock of Entercom Communications Corp. which may be offered or sold pursuant to the 1998 Equity Compensation Plan. This registration statement also relates to an indeterminate number of shares of Class A Common Stock that may be issued upon stock splits, stock dividends or similar transactions in accordance with Rule 416. (2) Estimated pursuant to Rule 457(c) based on the average high and low sales prices per share of Class A Common Stock on the New York Stock Exchange on April 1, 2002. (3) Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate offering price multiplied by .000092. INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE This Registration Statement on Form S-8 of Entercom Communications Corp., a Pennsylvania corporation, pertains to 2,500,000 shares of Class A Common Stock, par value $.01 per share, that are authorized for issuance under Amendment No. 1 to the Entercom 1998 Equity Compensation Plan. These shares were not included for registration on the Registration Statement on Form S-8 of Entercom Communications Corp. (No. 333-71481) filed with the Securities and Exchange Commission on January 29, 1999 (the "Earlier Registration Statement"). Pursuant to General Instruction E for registration statements on Form S-8, the contents of the Earlier Registration Statement are incorporated by reference in this Registration Statement and made a part hereof. 2 Item 8. Exhibits. The following is a list of exhibits filed as part of this Registration Statement. Exhibit Exhibit Number 5.1 Opinion of John C. Donlevie, Esq. 10.1 Entercom 1998 Equity Compensation Plan (incorporated by reference to Exhibit 10.06 of the Company's registration statement on Form S-1 (File No. 333-61381)). 10.2 Amendment No. 1 to the Entercom 1998 Equity Compensation Plan (incorporated by reference to Appendix B of the Company's Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 (filed on May 4, 2001)). 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Deloitte & Touche LLP. 23.3 Consent of John C. Donlevie, Esq. (included within Exhibit 5.1). 24.1 Powers of Attorney (included on the signature page hereto). 3 Signatures Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 Bala Cynwyd, Pennsylvania on April 4, 2002. ENTERCOM COMMUNICATIONS CORP. By: /s/ Joseph M. Field ----------------------------- Joseph M. Field Chairman of the Board and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph M. Field and David J. Field and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Dated - --------- ----- ----- /s/ Joseph M. Field Chairman of the Board and Chief Executive Officer April 4, 2002 - -------------------------------- (Principal Executive Officer) Joseph M. Field /s/ David J. Field President, Chief Operating Officer and Director April 4, 2002 - -------------------------------- David J. Field /s/ John C. Donlevie Executive Vice President, Secretary, General Counsel April 4, 2002 - -------------------------------- and Director John C. Donlevie /s/ Stephen F. Fisher Executive Vice President and Chief Financial Officer April 4, 2002 - -------------------------------- (Principal Financial and Accounting Officer) Stephen F. Fisher
4 /s/ Marie H. Field Director April 4, 2002 - -------------------------------- Marie H. Field /s/ Herbert Kean Director April 4, 2002 - -------------------------------- Herbert Kean /s/ Lee Hague Director April 4, 2002 - -------------------------------- Lee Hague /s/ Michael R. Hannon Director April 4, 2002 - -------------------------------- Michael R. Hannon /s/ Thomas H. Ginley Director April 4, 2002 - -------------------------------- Thomas H. Ginley /s/ S. Gordon Elkins Director April 4, 2002 - -------------------------------- S. Gordon Elkins /s/ David J. Berkman Director April 4, 2002 - -------------------------------- David J. Berkman
5 ENTERCOM COMMUNICATIONS CORP. INDEX TO EXHIBITS Exhibit Number Exhibit 5.1 Opinion of John C. Donlevie, Esq. 10.1 Entercom 1998 Equity Compensation Plan (incorporated by reference to Exhibit 10.06 of the Company's registration statement on Form S-1 (File No. 333-61381)). 10.2 Amendment No. 1 to the Entercom 1998 Equity Compensation Plan (incorporated by reference to Appendix B of the Company's Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 (filed on May 4, 2001)). 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Deloitte & Touche LLP 23.3 Consent of John C. Donlevie, Esq. (included within Exhibit 5.1). 24.1 Powers of Attorney (included on the signature page hereto). 6 EX-5.1 3 dex51.txt OPINION OF JOHN DONLEVIE, ESQ. EXHIBIT 5.1 [Letterhead of Entercom Communications Corp.] April _, 2002 Entercom Communications Corp. 401 City Avenue, Suite 409 Bala Cynwyd, Pennsylvania 19004 Re: Entercom Communications Corp.- Registration Statement on Form S-8 Ladies and Gentlemen: I am the Executive Vice President, Secretary and General Counsel of Entercom Communications Corp., a Pennsylvania corporation (the "Company"), and, in connection with the registration of 2,500,000 shares of Class A Common Stock, par value $.01 per share (the "Shares"), under the Securities Act of 1933, as amended, by the Company on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission on April 5, 2002, to be issued in connection with the Company's 1998 Equity Compensation Plan, as amended (the "Plan"), you have requested my opinion with respect to the matters set forth below. In my capacity as your counsel in connection with such registration, I am familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares and for the purposes of this opinion, have assumed such proceedings will be timely completed in the manner presently proposed. In addition, I have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to my satisfaction of such corporate records and instruments, as I have deemed necessary or appropriate for purposes of this opinion. In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and the conformity to authentic original documents of all documents submitted to me as copies. I am opining herein as to the effect on the subject transaction only of the internal laws of the Commonwealth of Pennsylvania, and I express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any agencies within the state. Subject to the foregoing, it is my opinion that the Shares have been duly authorized, and, upon issuance, delivery and payment therefor in the manner contemplated by the Registration Statement and the Plan, will be validly issued, fully paid and non-assessable. I consent to your filing this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ John C. Donlevie - ------------------------------- John C. Donlevie, Esq. Executive Vice President, Secretary and General Counsel of Entercom Communications Corp. EX-23.1 4 dex231.txt CONSENT OF ARTHUR ANDERSON LLP EXHIBIT 23.1 Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 registration statement of our report dated February 1, 2002 (except with respect to the matter discussed in Note 17, as to which the date is February 6, 2002) in the Entercom Communications Corp. Form 10-K for the year ended December 31, 2001. ARTHUR ANDERSEN LLP Philadelphia, Pennsylvania April 4, 2002 EX-23.2 5 dex232.txt CONSENT OF DELOITTE AND TOUCHE LLP EXHIBIT 23.2 Independent Auditors' Consent We consent to the incorporation by reference in this Registration Statement of Entercom Communications Corp. on Form S-8 of our report dated February 14, 2001, appearing in the Annual Report on Form 10-K of Entercom Communications Corp., for the year ended December 31, 2001. Deloitte & Touche LLP Philadelphia, Pennsylvania April 4, 2002 -----END PRIVACY-ENHANCED MESSAGE-----