As filed with the Securities and Exchange Commission on November 9, 2021
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AUDACY, INC.
(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) |
AUDACY EQUITY COMPENSATION PLAN
(Full title of the plan)
Andrew P. Sutor, IV
Executive Vice President, Secretary
Audacy, Inc.
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 Aggregate Offering price |
Amount of Registration Fee | ||||
Class A Common Stock, Par Value $0.01 Per Share |
1,500,000 Shares | $3.69 | $5,535,000 | $513.09 | ||||
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|
(1) | The Registrant has previously registered on Form S-8 19,282,631 shares of the Registrants Class A Common Stock, par value $0.01 per share (Class A Shares), issuable under the Audacy Equity Compensation Plan, as amended (the Plan). The Registrant is now registering an additional 1,500,000 Class A Shares to be offered and issued under the Plan. 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 November 8, 2021. |
Registration of Additional Securities
This Registration Statement on Form S-8 of Audacy, Inc. (Audacy), a Pennsylvania corporation, pertains to 1,500,000 shares of Class A Common Stock, par value $0.01 per share (Class A Shares), which will be authorized for issuance under the Audacy Equity Compensation Plan, as amended (the Plan). The Plan was originally adopted in 1998 and has been subject to multiple amendments, most recently on May 14, 2021. Audacy has previously registered an aggregate of 19,282,631 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; |
(v) | SEC File No. 333-235510 filed December 13, 2019; |
(vi) | SEC File No. 333-236813 filed March 2, 2020; and |
(vii) | SEC File No. 333-250101 filed November 16, 2020 |
(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 below are incorporated by reference in this Registration Statement, and all documents subsequently filed by Audacy 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) Audacys Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (the SEC) on March 1, 2021;
(b) Audacys Quarterly Reports on Form 10-Q for the quarter ended September 30, 2021, as filed with the SEC on November 9, 2021; the quarter ended June 30, 2021, as filed with the SEC on August 6, 2021; and the quarter ended March 31, 2021, as filed with the SEC on May 10, 2021;
(c) the information specifically incorporated by reference in Audacys Annual Report on Form 10-K for the year ended December 31, 2010 from Audacys Proxy Statement on Schedule 14A, as filed with the SEC on March 24, 2021;
(d) Audacys Current Reports on Form 8-K, as filed with the SEC on March 9, 2021, March 10, 2021, March 29, 2021, March 30, 2021, April 14, 2021, May 19, 2021, July 21, 2021, October 13, 2021 and October 20, 2021; and
(e) the description of Audacys Class A Common Stock contained in Audacys 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.
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Item 8. | Exhibits. |
+ | Incorporated by reference |
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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 November 9, 2021.
AUDACY, INC. | ||
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 |
President, Chief Executive Officer | November 9, 2021 | ||
David J. Field | ||||
Principal Financial Officer: |
||||
/s/ Richard J. Schmaeling |
Executive Vice President and Chief Financial | November 9, 2021 | ||
Richard J. Schmaeling | Officer | |||
Principal Accounting Officer: |
||||
/s/ Elizabeth Bramowski |
Chief Accounting Officer | November 9, 2021 | ||
Elizabeth Bramowski | and Controller | |||
Directors: |
||||
/s/ David J. Field |
Director, Chairman | November 9, 2021 | ||
David J. Field | ||||
/s/ Joseph M. Field |
Director, Chairman Emeritus | November 9, 2021 | ||
Joseph M. Field | ||||
/s/ David J. Berkman |
Director | November 9, 2021 | ||
David J. Berkman |
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/s/ Sean R. Creamer |
Director | November 9, 2021 | ||
Sean R. Creamer | ||||
/s/ Louise C. Kramer |
Director | November 9, 2021 | ||
Louise C. Kramer | ||||
/s/ Joel Hollander |
Director | November 9, 2021 | ||
Joel Hollander | ||||
/s/ Mark R. LaNeve |
Director | November 9, 2021 | ||
Mark R. LaNeve | ||||
/s/ David Levy |
Director | November 9, 2021 | ||
David Levy | ||||
/s/ Monique L. Nelson |
Director | November 9, 2021 | ||
Monique L. Nelson | ||||
/s/ Susan K. Neely |
Director | November 9, 2021 | ||
Susan K. Neely |
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EXHIBIT 5.1
[Andrew P. Sutor, IV, Esquire Audacy Letterhead]
November 9, 2021
Audacy, Inc.
2400 Market Street, 4th Floor
Philadelphia, Pennsylvania 19103
Re: | Audacy, Inc. Registration Statement on Form S-8 |
Ladies and Gentlemen:
I am the Executive Vice President, General Counsel and Secretary of Audacy, Inc., 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 November 9, 2021, to be issued in connection with the Audacy 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, when the Shares have been duly authorized, and upon issuance, delivery and payment therefor in the manner contemplated by the Registration Statement and the Plan, the Shares 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 Audacy, Inc. (formerly known as Entercom Communications Corp.) of our report dated March 2, 2020 relating to the financial statements which appears in Audacy, Inc.s Annual Report on Form 10-K for the year ended December 31, 2020.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 9, 2021
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated March 1, 2021 with respect to the consolidated financial statements and internal control over financial reporting of Audacy, Inc. (formerly known as Entercom Communications Corp.) included in the Annual Report on Form 10-K for the year ended December 31, 2020, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.
/s/ GRANT THORNTON LLP
Los Angeles, California
November 9, 2021