8-K

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): July 12, 2005

SPANISH BROADCASTING SYSTEM, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 000-27823
(Commission
File Number) 13-3827791
(IRS Employer
Identification No.)

2601 South Bayshore Drive, PH II, Coconut Grove, Florida
(Address of principal executive offices) 33133
(Zip Code)

(305) 441-6901
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

     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):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Exhibit Index
EX-99.1: PRESS RELEASE

Item 1.01 Entry into a Material Definitive Agreement.

     On July 12, 2005, Spanish Broadcasting System, Inc. (“SBS”) through its wholly-owned subsidiary, Mega Media Holdings, Inc. (“Mega Media”), entered into an asset purchase agreement (the “Purchase Agreement”) with WDLP Broadcasting Company, LLC, a Delaware limited liability company (“WDLP”), WDLP Licensed Subsidiary, LLC, a Delaware limited liability company and a wholly owned subsidiary of WDLP, Robin Broadcasting Company, LLC, a Delaware limited liability company (“Robin Broadcasting Company”), and Robin Licensed Subsidiary, LLC, a Delaware Limited liability company and a wholly owned subsidiary of Robin Broadcasting Company. Pursuant to the Purchase Agreement, Mega Media will acquire the assets, including licenses, permits and authorizations issued by the Federal Communications Commission (“FCC”) used in or related to the operation of television stations WDLP -TV (Channel 22) and its derivative digital television station WDLP-DT (Channel 3) in Key West, Florida and WSBS-CA (Channel 50) in Miami, Florida. The purchase price is equal to $37,000,000, plus $250,000 if the transaction does not close prior to August 31, 2005, plus expenses, plus or minus certain customary prorations. The transaction is expected to close in the fourth quarter of 2005. At closing, Mega Media may pay $22,500,000 of the purchase price by delivery of a three-year promissory note guaranteed by SBS and secured by the assets being acquired in the transaction. The Purchase Agreement contains customary representations, warranties and covenants. The closing of the sale is subject to certain conditions including FCC consent.

     A copy of the press release announcing the Purchase Agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

99.1 Spanish Broadcasting System, Inc. Press Release, dated July 13, 2005.

2

SIGNATURES

     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.

	SPANISH BROADCASTING SYSTEM, INC. (Registrant)
July 18, 2005	By:	/s/ Joseph A. García
		Joseph A. García Chief Financial Officer, Executive Vice President and Secretary

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Exhibit Index

Exhibit No.		Description
	99.1	Spanish Broadcasting System, Inc. Press Release, dated July 13, 2005.

4

EX-99.1

Exhibit 99.1

For Immediate Release

SPANISH BROADCASTING SYSTEM
TO ACQUIRE
MIAMI TELEVISION STATION

Miami’s #1 Hispanic Radio Broadcaster to Expand Presence and Diversify
Platforms through Highly Complementary Transaction

Wednesday – July 13, 2005

(Coconut Grove, Florida) Spanish Broadcasting System, Inc. (“SBS”; NASDAQ: SBSA) today announced that it has entered into an agreement to acquire WDLP-TV (Channel 22) and other television assets serving Miami and South Florida from Dr. William De La Peña for $37.5 million on terms that were not disclosed. The acquisition is expected to close in the fourth quarter of 2005, pending FCC approval.

WDLP-TV is a full-power TV facility reaching approximately 1.5 million households in the Miami — Ft. Lauderdale DMA through its over-the-air, cable and satellite distribution.

Raúl Alarcón, President and CEO of SBS commented, “The Spanish-language media universe of South Florida, our home market, presents a unique and logical entry point for our debut in television. This is a highly complementary transaction that will enable SBS to further increase its ability to serve Miami’s Hispanic community. We fully intend to leverage our resources, relationships and media expertise to create a viable and compelling viewing alternative for Hispanic consumers, while providing advertisers with an ideal platform to reach this rapidly expanding audience.”

Miami is the nation’s second-largest Hispanic television revenue market with $130 million in local and national Hispanic TV advertising expenditures in 2004, projected to grow to over $140 million in 2005. Miami also serves as corporate headquarters for SBS and its three local owned-and-operated radio stations WRMA-FM (Romance 106.7), WCMQ-FM (Clásica 92) and the highest-rated Spanish-language station in the market, WXDJ-FM (El Zol 95).

Dr. William De La Peña stated, “We are absolutely confident that a recognized broadcaster such as SBS will be able to continue, and indeed expand upon, the good work we began at Channel 22. We look forward to working with the SBS team in the future development of the station.”

The cross-promotion of its own co-located radio and TV properties will be a key element in the SBS operational strategy going forward. The Company intends to fund the acquisition and its television venture from cash-on-hand and free cash flow from operations.

About Spanish Broadcasting System
Spanish Broadcasting System, Inc. is the largest Hispanic-controlled radio broadcasting company in the United States. After giving effect to a pending divestiture, the Company will own and operate 20 radio stations in the top Hispanic markets of New York, Los Angeles, Miami, Chicago, San Francisco and Puerto Rico, including the #1 Spanish-language radio station in America, WSKQ-FM in New York City. The Company also operates LaMusica.com, a bilingual Spanish-English online site providing content related to Latin music, entertainment, news and culture. The Company’s corporate site can be accessed at www.spanishbroadcasting.com.

Contact: Tomas Johansen
(305) 441-6901, ext. 525
tjohansen@sbscorporate.com