UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 12b-25

 

SEC FILE NUMBER

 

 

 

 

 

000-27823

 

 

 

 

NOTIFICATION OF LATE FILING 

 

CUSIP NUMBER

 

 

 

 

 

846425833

 

 

(Check One):    

 

¨  Form 10-K     ¨  Form 20-F     ¨  Form 11-K     x  Form 10-Q

¨  Form 10-D     ¨  Form N-SAR     ¨  Form N-CSR

 

 

 

 

For Period Ended: September 30, 2014

 

 

 

 

¨  Transition Report on Form 10-K

 

 

¨  Transition Report on Form 20-F

 

 

¨  Transition Report on Form 11-K

 

 

¨  Transition Report on Form 10-Q

 

 

¨  Transition Report on Form N-SAR

 

 

 

 

For the Transition Period Ended:

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

 

PART I — REGISTRANT INFORMATION

Spanish Broadcasting System, Inc.

Full Name of Registrant

Not Applicable

Former Name if Applicable

7007 NW 77th Avenue

Address of Principal Executive Office (Street and Number)

Miami, Florida 33166

City, State and Zip Code

 


 

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

x

  

(a)

  

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

 

 

 

 

  

(b)

  

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 

 

 

 

  

(c)

  

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

Spanish Broadcasting System, Inc. (the “Company”) is filing this Form 12b-25 with the Securities and Exchange Commission because additional time is needed for the Company to complete its Quarterly Report on Form 10-Q for the three- and nine-months ended September 30, 2014 (the “Form 10-Q”), which was due on November 14, 2014.

The Company was unable to file its Form 10-Q prior to the filing deadline without unreasonable effort or expense due to unanticipated delays in resolving the accounting treatment related to a tax position. The Company expects to file the Form 10-Q no later than the fifth calendar day following the prescribed due date, as permitted by Rule 12b-25.

 

 

PART IV — OTHER INFORMATION

(1)     Name and telephone number of the person to contact in regard to this notification.

 

Joseph A. García

 

 

    

(305)

  

 

  

441-6901

(Name)

 

 

    

(Area Code)

  

 

  

(Telephone Number)

(2)     Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).    Yes  x    No  ¨

(3)     Is it anticipated that any significant change in results of operations for the corresponding period for the last fiscal year will be reflected by the earnings statement to be included in the subject report or portion thereof?    Yes  ¨    No   x

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Forward-Looking Statements

This Form 12b-25 contains certain forward-looking statements. These forward-looking statements, which are included in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results and performance in future periods to be materially different from any future results or performance suggested by the forward-looking statements in this press release.  Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that actual results will not differ materially from these expectations.  Forward-looking statements, which are based upon certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” “might,” or “continue” or the negative or other variations thereof or comparable terminology.  Factors that could cause actual results, events and developments to differ are included from time to time in the Company’s public reports filed with the Securities and Exchange Commission.  All forward-looking statements made herein are qualified by these cautionary statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.

 


Spanish Broadcasting System, Inc.

(Name of the Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: 

 

November 14, 2014

 

By: 

 

/s/ Joseph A. García

 

 

 

 

 

 

Joseph A. García

 

 

 

 

 

 

Senior Executive Vice President, Chief Financial

Officer, Chief Administration Officer and Secretary

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

 

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