As filed with the Securities and Exchange Commission on November 30, 2017
Registration No. 333-
UNITED STATES
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 registrant as specified in its charter)
| Pennsylvania | 23-1701044 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No. | |
| 401 E. City Avenue, Suite 809 Bala Cynwyd, PA |
19004 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
ENTERCOM EQUITY COMPENSATION PLAN
(Full title of the plan)
Andrew P. Sutor, IV
Executive Vice President and Secretary
Entercom Communications Corp.
401 E. City Avenue, Suite 809
Bala Cynwyd, PA
(Name and address of agent for service)
(610) 660-5610
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
|
| ||||||||
| Title of Securities to be Registered |
Amount to be |
Proposed Maximum Offering Price Per Share(3) |
Proposed Offering Price |
Amount of Registration Fee | ||||
| Class A Common Stock, par value $0.01 per share |
2,941,525 shares | $11.70 | $34,415,842.50 | $4,284.77 | ||||
|
| ||||||||
|
| ||||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional shares of the registrant’s Class A Common Stock, par value $0.01 per share (the “Common Stock”) that become issuable under the Entercom Equity Compensation Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding shares of Common Stock. |
| (2) | Presently, there are 12,941,525 shares of Common Stock authorized under the Entercom Equity Compensation Plan. The Registrant has previously registered an aggregate of 10,000,000 of such shares. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low sale prices per share of Common Stock on the New York Stock Exchange on November 22, 2017. |
EXPLANATORY NOTE
On November 17, 2017, pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 2, 2017 and amended as of July 10, 2017 and September 13, 2017, by and among Entercom Communications Corp., a Pennsylvania corporation (“Entercom”), Constitution Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Entercom (“Merger Sub”), CBS Corporation, a Delaware corporation (“CBS”), and CBS Radio Inc., a Delaware corporation and wholly owned subsidiary of CBS (“CBS Radio”), CBS Radio merged with and into Merger Sub, with CBS Radio surviving the merger as a wholly owned subsidiary of Entercom (the “Merger”).
As a result of the Merger, subject to the terms of the Merger Agreement, each restricted stock unit in respect of shares of CBS Class B common stock that was outstanding as of immediately prior to the effective time of the Merger, and was held by an individual employed by CBS Radio as of the effective time of the Merger, was cancelled and converted into a restricted stock unit in respect of shares of Entercom Class A Common Stock, par value $0.01 per share (the “Common Stock”), and each option to purchase CBS Class B Common Stock that was outstanding as of immediately prior to the effective time of the Merger, and is held by an individual employed by CBS Radio as of the effective time of the Merger, was cancelled and converted into an option (such restricted stock units and options, together, the “Rollover Awards”) to purchase shares of Common Stock.
Registration of Additional Securities
This Registration Statement on Form S-8 (this “Registration Statement”) of Entercom pertains to the 2,941,525 shares of Common Stock reserved for issuance pursuant to the Rollover Awards. These shares are authorized for issuance under the Entercom Equity Compensation Plan, as amended (the “Plan”). Under the Plan, Entercom may presently issue up to 12,941,525 shares of Common Stock. Entercom has previously registered an aggregate of 10,000,000 of such shares on Registration Statements on Form S-8 filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 29, 1999 (SEC File No. 333-71481), April 5, 2002 (SEC File No. 333-85638) and March 22, 2007 (SEC File No. 333-141493) (collectively, the “Prior Registration Statements”).
Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated by reference in this Registration Statement and made a part hereof.
| Item 3. | Incorporation of Documents by Reference. |
The documents listed in (a) through (d) below are incorporated by reference in this Registration Statement, and all documents subsequently filed by Entercom pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of filing of such documents:
| (a) | Entercom’s final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act on October 19, 2017, except for the sections entitled “Opinions of Entercom’s Financial Advisors;” |
| (b) | Entercom’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC on February 28, 2017; |
| (c) | Entercom’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017, filed with the SEC on May 9, 2017, August 4, 2017 and November 6, 2017, respectively; |
| (d) | Entercom’s Current Reports on Form 8-K, as filed with the SEC on February 3, 2017, February 28, 2017, March 22, 2017, April 20, 2017, May 16, 2017, July 10, 2017, July 24, 2017, August 7, 2017, September 13, 2017, November 1, 2017, November 3, 2017 and November 17, 2017 (as amended on November 30, 2017); and |
| (e) | the description of Entercom’s Common Stock contained in Entercom’s registration statement on Form 8-A, declared effective by the SEC on September 15, 1998. |
| Item 8. | Exhibits. |
The information set forth in the Exhibit Index preceding the signature page hereto is incorporated by reference into this Item 8.
EXHIBIT INDEX
| + | Incorporated by reference |
Pursuant to the requirements of the Securities Act of 1933, 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 Bala Cynwyd, Commonwealth of Pennsylvania, November 30, 2017.
| ENTERCOM COMMUNICATIONS CORP. | ||
| By: | /s/ David J. Field | |
| David J. Field President and Chief Executive Officer | ||
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby authorizes and appoints David J. Field and Andrew P. Sutor, IV, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead in any and all capacities to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including pre- and post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, 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 such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| Signature |
Title |
Date | ||
| /s/ David J. Field David J. Field |
Director; Chairman President and Chief Executive Officer (Principal Executive Officer) |
November 30, 2017 | ||
| /s/ Joseph M. Field Joseph M. Field |
Director; Chairman Emeritus | November 30, 2017 | ||
| /s/ Richard P. Schmaeling Richard P. Schmaeling |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
November 30, 2017 | ||
| /s/ Eugene D. Levin Eugene D. Levin |
Vice President, Treasurer and Controller (Principal Accounting Officer) |
November 30, 2017 | ||
| /s/ David J. Berkman David J. Berkman |
Director | November 30, 2017 | ||
| /s/ Joel Hollander Joel Hollander |
Director | November 30, 2017 | ||
| /s/ Mark R. LaNeve Mark R. LaNeve |
Director | November 30, 2017 | ||
| Signature |
Title |
Date | ||
| /s/ David Levy David Levy |
Director | November 30, 2017 | ||
| /s/ Leslie Moonves Leslie Moonves |
Director | November 30, 2017 | ||
| /s/ Joseph Ianniello Joseph Ianniello |
Director | November 30, 2017 | ||
| /s/ Stefan M. Selig Stefan M. Selig |
Director | November 30, 2017 | ||
| /s/ Sean Creamer Sean Creamer |
Director | November 30, 2017 | ||
Exhibit 5.1
[Andrew P. Sutor, IV, Esquire Entercom Letterhead]
November 30, 2017
Entercom Communications Corp.
401 E. City Avenue, Suite 809
Bala Cynwyd, Pennsylvania 19004
| Re: | Entercom Communications Corp. – Registration Statement on Form S-8 |
Ladies and Gentlemen:
I am the Executive Vice President, General Counsel and Secretary of Entercom Communications Corp., a Pennsylvania corporation (the “Company”), and, in connection with the registration of 2,941,525 shares of the Company’s Class A Common Stock, par value $0.01 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 November 30, 2017, to be issued in connection with the Entercom 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 a licensed attorney in the Commonwealth of Pennsylvania and am opining herein as to the effect on the subject transaction only of the internal laws of the Commonwealth of Pennsylvania. 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/ Andrew P. Sutor, IV |
| Andrew P. Sutor, IV, Esq. |
| Executive Vice President, Secretary and General Counsel Entercom Communications Corp. |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Entercom Communications Corp. of our report dated February 28, 2017 relating to the financial statements and the effectiveness of internal control over financial reporting of Entercom Communications Corp., which appears in Entercom Communications Corp.’s Annual Report on Form 10-K for the year ended December 31, 2016.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 30, 2017
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Entercom Communications Corp. of our report dated April 12, 2017 relating to the financial statements and financial statement schedule of CBS Radio Inc., which appears in the Current Report on Form 8-K filed on November 17, 2017 as amended on November 30, 2017 of Entercom Communications Corp.
/s/ PricewaterhouseCoopers LLP
New York, New York
November 30, 2017