-----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, AnZypmcXOjXuvyDZU6OVsYQs2+Sf7qVLVpM1q4mWOxCzafHliaYBQVyUJv9ZchuV 97ikRB5a/NCkfpzq9oR//A== 0000895345-01-500292.txt : 20010702 0000895345-01-500292.hdr.sgml : 20010702 ACCESSION NUMBER: 0000895345-01-500292 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010629 EFFECTIVENESS DATE: 20010629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITADEL COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000921742 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 860748219 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-65279 FILM NUMBER: 1672058 BUSINESS ADDRESS: STREET 1: CITY CENTER W STE 400 STREET 2: 7201 W LAKE MEAD BLVD CITY: LAS VEGAS STATE: NV ZIP: 89128 BUSINESS PHONE: 7028045200 MAIL ADDRESS: STREET 1: CITY CENTER WEST SUITE 400 STREET 2: 7201 WEST LAKE MEAD BOULEVARD CITY: LAS VEGAS STATE: NV ZIP: 89128 S-8 POS 1 bsposam4.txt BSPOSAM4.TXT As filed with the Securities and Exchange Commission on June 29, 2001 Registration No. 333-65279 ============================================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________________________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________________________ CITADEL COMMUNICATIONS CORPORATION (Exact name of registrant as specified in its charter) NEVADA 86-0748219 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) CITY CENTER WEST 7201 WEST LAKE MEAD BOULEVARD SUITE 400 LAS VEGAS, NEVADA (Address of registrant's principal executive offices) CITADEL COMMUNICATIONS CORPORATION 1996 EQUITY INCENTIVE PLAN AND INDIVIDUAL STOCK OPTION AGREEMENTS WITH EMPLOYEES AND CONSULTANTS, EACH OF WHICH CONSTITUTES AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF RULE 405 UNDER THE SECURITIES ACT (Full title of the plan) SANDRA J. HORBACH PRESIDENT C/O FORSTMANN LITTLE & CO. 767 FIFTH AVENUE - 44th FLOOR NEW YORK, NEW YORK 10153 (212) 355-5656 (Name, address, and telephone number of agent for service) RECENT EVENTS: DE-REGISTRATION The Registration Statement on Form S-8 (Registration No. 33-65279) (the "Registration Statement") of Citadel Communications Corporation, a Nevada corporation ("the Company"), pertaining to the 3,045,948 shares of common stock, par value $.001 per share (the "Company Common Stock) of the Company to which this Post-Effective Amendment relates, was filed with the Securities and Exchange Commission on October 2, 1998. On June 26, 2001 (the "Effective Time"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 15, 2001, among FLCC Holdings, Inc., a Delaware corporation ("HoldCo"), FLCC Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of HoldCo ("Acquisition Co."), and the Company, as amended (the "Merger Agreement"), Acquisition Co. was merged with and into the Company (the "Merger"), with the Company as the surviving corporation. As a result of the Merger, the Company has terminated all offerings of Company Common Stock pursuant to the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any shares of Company Common Stock which remain unsold at the termination of the offering, the Company hereby removes from registration all shares of Company Common Stock under the Registration Statement which remain unsold. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 29, 2001. Citadel Communications Corporation By: /s/ Sandra J. Horbach --------------------------------- Name: Sandra J. Horbach Title: President Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title * Date - --------- ------- ---- /s/ Sandra J. Horbach President and Director June 29, 2001 - --------------------------------------- Sandra J. Horbach /s/ Winston W. Hutchins Vice President, Treasurer June 29, 2001 - --------------------------------------- and Assistant Secretary Winston W. Hutchins /s/ Theodore J. Forstmann Director June 29, 2001 - --------------------------------------- Theodore J. Forstmann /s/ Gordon A. Holmes Director June 29, 2001 - --------------------------------------- Gordon A. Holmes Director June 29, 2001 - --------------------------------------- Lawrence R. Wilson
* All of the signatories are officers and/or directors of Citadel Communications Corporation, a Nevada corporation. -----END PRIVACY-ENHANCED MESSAGE-----