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): November 1, 2012
ENTERCOM COMMUNICATIONS CORP.
(Exact Name of Registrant as Specified in Charter)
| Pennsylvania | 001-14461 | 23-1701044 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 401 City Avenue, Suite 809 Bala Cynwyd, Pennsylvania |
19004 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (610) 660-5610
(Former Address of Principal Executive Offices)
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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
| (b) | Resignation of General Counsel |
On November 1, 2012, John C. Donlevie provided notice of his resignation from the position of General Counsel of Entercom Communications Corp. (the “Company”), effective December 31, 2012. Mr. Donlevie will continue to serve as Executive Vice President of the Company through his retirement on January 15, 2015.
| (e) | Employment Agreement – John C. Donlevie |
On November 1, 2012, Entercom Communications Corp. (the “Company”) entered into an Employment Agreement with John C. Donlevie, the Company’s Executive Vice President (the “Agreement”). The following is a summary description of the material terms of the Agreement and by its nature is incomplete. For further information regarding the terms and conditions of the Agreement, reference is made to the complete text of the Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2012.
The Agreement provides that, effective as of the close of business on December 31, 2012, Mr. Donlevie will resign as General Counsel of the Company. Mr. Donlevie will then continue to provide services to the Company through his retirement on January 15, 2015. During this period, Mr. Donlevie’s scheduled work hours will decline as others are assigned to take over specific duties.
The Agreement provides for an annual base salary of $300,000, from January 1, 2013 through December 31, 2013 and $150,000 from January 1, 2014 through January 15, 2015. In addition, for the calendar year 2012, Mr. Donlevie will be eligible for a normal discretionary performance bonus based on his arrangement prior to the start of the Agreement. For the calendar year 2013, while Mr. Donlevie will be eligible for consideration of a bonus, any such bonus will be reflective of his reduced duties and role in the Company.
The Agreement further provides that any unvested awards of options or restricted stock/restricted stock units under the Entercom Equity Compensation Plan that Mr. Donlevie holds at the date of termination of the Agreement (whether presently existing or hereafter granted) which have not vested by that date, shall become fully vested. In addition, any options to purchase Company stock issued under the Entercom Equity Compensation Plan that Mr. Donlevie holds as of the date of termination of the Agreement (whether presently existing or hereafter granted), shall be modified to provide that such options may be exercised for a period which is the shorter of (i) two years from and after the date of the termination of the Agreement or (ii) the period to the date of expiration of the term of such options.
Finally, the Agreement provides that it will automatically terminate upon Mr. Donlevie’s death or disability. In such event, however, the remaining salary scheduled to be paid thereunder through January 15, 2015 would be paid to Mr. Donlevie’s estate.
-2-
Item 8.01. Other Events
On November 1, 2012, Entercom Communications Corp. (the “Company”) announced that, effective January 1, 2013, Andrew Sutor will become the Company’s Senior Vice President and General Counsel.
Item 9.01. Exhibits
| (d) | Exhibits |
| Exhibit No. |
Title | |
| 99.1 | Entercom Communications Corp.’s Press Release, issued November 1, 2012. | |
-3-
SIGNATURE
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.
| Entercom Communications Corp. | ||
| By: | /s/ Stephen F. Fisher | |
| Stephen F. Fisher | ||
| Executive Vice President | ||
Dated: November 2, 2012
-4-
EXHIBIT INDEX
| Exhibit No. |
Title | |
| 99.1 | Entercom Communications Corp.’s Press Release, issued November 1, 2012. | |
-5-
Exhibit 99.1
| For Immediate Release | Contact: Kevin Geary | |
| November 1, 2012 | Office: (610) 755-7057 | |
| kgeary@entercom.com |
Entercom Announces General Counsel and Executive
Vice President Jack Donlevie Will Retire in 2015
Entercom Promotes Andrew Sutor to
Senior Vice President and General Counsel
Bala Cynwyd, PA – Entercom announced today that General Counsel and Executive Vice President Jack Donlevie would retire from the company in 2015 and step down as General Counsel effective January 1, 2013. Donlevie will maintain his current position as Executive Vice President and continue to work full-time for Entercom on a broad spectrum of issues, gradually scaling down his responsibilities until his retirement date. In this transition, Andrew Sutor, Entercom’s current Vice-President and Corporate Counsel, will be promoted to Senior Vice President and General Counsel, effective January 1, 2013.
Donlevie joined Entercom in 1984 as Vice President-Legal and Administrative, serving in that position from 1984 to 1989. In 1989, he was promoted to his current position as Executive Vice President and General Counsel. At that time, he was also appointed as a director of Entercom’s Board. He earned a B.S. in Engineering from Drexel University and earned his J.D. from Temple University School of Law.
“Entercom wouldn’t be the company it is today without the wisdom and hard work of Jack Donlevie,” said Entercom President and CEO David Field. “Jack has been a pillar of this organization for the past 28 years. We will miss his thoughtful and invaluable counsel, his unimpeachable integrity, his can-do spirit, his fundamental decency, and his tireless and devoted work ethic.”
“I am also pleased to announce we will have a seamless transition with the promotion of Andrew Sutor to Senior Vice President and General Counsel of Entercom. Andrew has worked side-by-side with Jack these past ten years. He is a great lawyer, a creative problem-solver, a strong leader, and a terrific choice to fill these important shoes,” added Field.
Prior to joining Entercom in 2002, Andrew Sutor was an associate in the Business Law Department of Saul Ewing, LLP, based in Philadelphia. He has a J.D. from the Villanova University School of Law and a B.A. in both Economics and Political Science from the University of Pennsylvania.
-1-
“I am excited to begin the transition to the next phase of my life. When this transition is complete, I will have served Entercom for over 30 years. It is an honor to have been a part of the growth of Entercom from a relatively small private company to a significant public company with a national broadcasting presence,” said Jack Donlevie.
“I have worked alongside Joe and David Field to build Entercom into a company to be proud of. I cannot imagine a better place to work or better people to work with. It is a great comfort to know that Andrew Sutor will be taking over as General Counsel of Entercom. Our ten years working together has given me the confidence to know that the company will be in good legal hands. I will always be a part of Entercom and Entercom will always be a part of me,” added Donlevie.
Andrew Sutor also commented on his promotion, “I am proud to be part of the Entercom team and honored by this promotion. Entercom is an amazing forward-thinking company, and I look forward to building on Jack’s legacy.”
About Entercom
Entercom Communications Corp. (NYSE: ETM), led by President and CEO David Field, is one of the largest radio broadcasting companies in the United States, with a nationwide portfolio of over 100 stations in 23 markets, including San Francisco, Boston, Seattle, Denver, Portland, Sacramento and Kansas City.
Known for developing unique and highly successful locally programmed stations, Entercom is home to some of radio’s most distinguished brands and compelling personalities. The company is also the radio broadcast partner of the Boston Red Sox, Boston Celtics, Buffalo Bills, Buffalo Sabres, Kansas City Royals, Memphis Grizzlies, New Orleans Saints, New Orleans Hornets, Oakland Athletics and San Jose Sharks.
Entercom focuses on creating effective multi-platform marketing solutions for its customers, incorporating the company’s audio, digital and experiential assets. Additionally, the company has a long-standing commitment to responsible corporate citizenship and environmental stewardship. Entercom stations play a vital, hands-on role in improving their communities, providing over $100 million in annual support for local charitable organizations.
The company’s radio stations have received numerous awards, including multiple Edward R. Murrow Awards for excellence in broadcast journalism, as well as the National Association of Broadcasters (NAB) Marconi Award for excellence in radio broadcasting. In 2012, Entercom was named by Information Week as one of the Top 500 Technology Innovators in the United States.
Follow Entercom on Twitter by clicking here
-2-