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
Aggregate

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 Registrant’s 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)    Entercom’s 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)     Entercom’s Current Report on Form 8-K, as filed with the SEC on February 21, 2020; and

(c)    the description of Entercom’s Class  A Common Stock contained in Entercom’s 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.

 

Exhibit No.

  

Description

  5.1    Opinion of Andrew P. Sutor, IV, Esquire
23.1    Consent of PricewaterhouseCoopers LLP
23.2    Consent of Andrew P. Sutor, IV, Esquire (contained in Exhibit 5.1)
24.1    Powers of Attorney (included on the signature page hereto)
99.1+    Amended and Restated Entercom Equity Compensation Plan (incorporated by reference to Exhibit  A to Entercom’s Proxy Statement on Schedule 14A filed on March 20, 2014)

 

+

Incorporated by reference

 

1


SIGNATURES

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 person’s name, place and stead in any and all capacities to sign on such person’s 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

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