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 28, 2020 (July 24, 2020)

 

SPANISH BROADCASTING SYSTEM, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

000-27823

 

13-3827791

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

7007 N.W. 77th Avenue, Miami, Florida

 

33166

(Address of principal executive offices)

 

(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):

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

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

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c))

Securities registered pursuant to Section 12(g) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

SBSAA

OTCQB Venture Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act.

 

 

 

 

 


 

Item 8.01 – Other Events.

On July 24, 2020, Spanish Broadcasting System, Inc. ("SBS" or the "Company") announced that the Company intends to voluntarily deregister from the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Company intends to file a Form 15 Certification and Notice of Termination of Registration under Section 12(g) of the Exchange Act in connection with its intention to deregister the Company's common stock, par value $0.0001 per share (the “Common Stock”) and suspend its obligations to file reports with the Securities and Exchange Commission. The Company is eligible to file Form 15 because the Company's Common Stock is held by less than 300 holders of record.

A copy of the Company’s press release announcing the decision to deregister the Common Stock has been furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into Item 8.01 by reference in its entirety.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits.

 

 

 

 


 

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 28, 2020

By:

 

/s/ José I. Molina

 

 

 

José I. Molina

 

 

 

Chief Financial Officer