As filed with the Securities and Exchange Commission on March 2, 2020
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.) |
2400 Market Street, 4th Floor | ||
Philadelphia, PA | 19103 | |
(Address of Principal Executive Offices) | (Zip Code) |
ENTERCOM EQUITY COMPENSATION PLAN
(Full title of the plan)
Andrew P. Sutor, IV
Executive Vice President, Secretary
Entercom Communications Corp.
2400 Market Street, 4th Floor
Philadelphia, PA 19103
(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 | ☐ | 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 Registered(1) |
Proposed Maximum Offering Price Per Share(2) |
Proposed Maximum Offering Price |
Amount of Registration Fee | ||||
Class A Common Stock, Par Value $0.01 Per Share |
1,500,000 Shares |
$3.465 | $5,197,500 | $674.64 | ||||
| ||||||||
|
(1) Presently, there are 17,782,631 shares of the Registrants Class A Common Stock, par value $0.01 per share (Class A Shares), authorized under the Entercom Equity Compensation Plan, as amended (the Plan). The Registrant has previously registered an aggregate of 16,282,631 of such Class A Shares. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities Act), this Registration Statement also covers any additional shares that may become issuable under the Plan by reason of any substitutions or adjustments to shares to account for any change in corporate capitalization, such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off or other distribution of stock or property of the Registrant, combination or exchange of shares, dividend in kind or other like change in capital structure.
(2) The registration fee with respect to these Class A Shares has been computed in accordance with Rule 457(c) of the Securities Act, based upon the average of the reported high and low sale prices of the Class A Shares on the New York Stock Exchange on February 27, 2020.
Registration of Additional Securities
This Registration Statement on Form S-8 of Entercom Communications Corp. (Entercom), a Pennsylvania corporation, pertains to 1,500,000 shares of Class A Common Stock, par value $0.01 per share (Class A Shares), which are authorized for issuance under the Entercom Equity Compensation Plan, as amended (the Plan). The Plan was originally adopted in 1998 and has been subject to multiple amendments, most recently on March 20, 2014. Entercom has previously registered an aggregate of 16,282,631 Class A Shares on Registration Statements on Form S-8 as follows:
(i) | SEC File No. 333-71481 filed January 29, 1999; |
(ii) | SEC File No. 333-85638 filed April 5, 2002; |
(iii) | SEC File No. 333-141493 filed March 22, 2007; |
(iv) | SEC File No. 333-221839 filed November 30, 2017; and |
(v) | SEC File No. 333-235510 filed December 13, 2019 |
(collectively, the Earlier Registration Statements).
Pursuant to General Instruction E of Form S-8, the contents of the Earlier Registration Statements are incorporated by reference in this Registration Statement and made a part hereof.
PART II
Item 3. Incorporation of Documents by Reference.
The documents listed in (a), (b) and (c) 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 which indicates that all securities offered have been sold or which 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 (except as to any portion of any document or report furnished under Item 2.02 or 7.01 of Form 8-K or related exhibit furnished pursuant to Item 9.01 of Form 8-K that is deemed to be furnished and not filed under such provisions):
(a) Entercoms Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission (the SEC) on March 21, 2020;
(b) Entercoms Current Report on Form 8-K, as filed with the SEC on February 21, 2020; and
(c) the description of Entercoms Class A Common Stock contained in Entercoms registration statement on Form 8-A, declared effective by the SEC on September 15, 1998.
Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded to the extent that a statement contained in this Registration Statement or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
+ | Incorporated by reference |
1
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 Philadelphia, Commonwealth of Pennsylvania, on March 2, 2020.
ENTERCOM COMMUNICATIONS CORP. | ||
By: | /s/ David J. Field | |
David J. Field, | ||
President, Chief Executive Officer (principal executive officer) |
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 persons name, place and stead in any and all capacities to sign on such persons 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 |
CAPACITY |
DATE | ||
Principal Executive Officer | ||||
/s/ David J. Field David J. Field |
President, Chief Executive Officer |
March 2, 2020 | ||
Principal Financial Officer: | ||||
/s/ Richard J. Schmaeling Richard J. Schmaeling |
Executive Vice President and Chief Financial Officer |
March 2, 2020 | ||
Principal Accounting Officer: | ||||
/s/ Elizabeth Bramowski Elizabeth Bramowski |
Vice President |
March 2, 2020 | ||
Directors: | ||||
/s/ David J. Field David J. Field |
Director, Chairman of the Board |
March 2, 2020 | ||
/s/ Joseph M. Field Joseph M. Field |
Director, Chairman Emeritus |
March 2, 2020 | ||
/s/ David J. Berkman David J. Berkman |
Director |
March 2, 2020 |
2
/s/ Sean R. Creamer Sean R. Creamer |
Director |
March 2, 2020 | ||
/s/ Joel Hollander Joel Hollander |
Director |
March 2, 2020 | ||
/s/ Mark R. LaNeve Mark R. LaNeve |
Director |
March 2, 2020 | ||
/s/ David Levy David Levy |
Director |
March 2, 2020 | ||
/s/ Susan K. Neely Susan K. Neely |
Director |
March 2, 2020 | ||
/s/ Stefan M. Selig Stefan M. Selig |
Director |
March 2, 2020 | ||
3
EXHIBIT 5.1
[Andrew P. Sutor, IV, Esquire Entercom Letterhead]
March 2, 2020
Entercom Communications Corp.
2400 Market Street, 4th Floor
Philadelphia, Pennsylvania 19103
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 1,500,000 shares of the Companys 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 March 2, 2020, 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 |
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 March 2, 2020 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Entercom Communications Corp.s Annual Report on Form 10-K for the year ended December 31, 2019.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
March 2, 2020