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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SALEM COMMUNICATIONS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 77-0121400
(State of Incorporation or Organization (IRS Employer Identification No.)
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4880 Santa Rosa Road, Suite 300, Camarillo, California 93012
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(Address of Principal Executive offices) (Zip Code)
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If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act securities pursuant to Section 12(g) of the Exchange
and is effective pursuant to General Instruction A.(c), Act and is effective pursuant to General Instruction
please check the following box. [ ] A.(d), please check the following box. [X]
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Securities Act registration statement file number to which this form relates:
333-76649
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $.01 per share
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(Title of Class)
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REGISTRATION STATEMENT ON FORM 8-A
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant is registering shares of Class A Common Stock, par value
$.01 per share, pursuant to a Registration Statement on Form S-1 (File No.
333-76649) that was filed with the Securities and Exchange Commission (the
"Commission") on April 20, 1999 (the "Registration Statement"). Reference is
made to the sections entitled "Summary--The Offering" and "Description of
Capital Stock" in the prospectus forming a part of the Registration Statement,
and all amendments to the Registration Statement subsequently filed with the
Commission, including any prospectus relating thereto filed subsequently
pursuant to Rule 424(b) of the Securities Act of 1933, as amended. Such
Registration Statement and all amendments to the Registration Statement are
hereby deemed to be incorporated by reference into this Registration Statement
in accordance with the General Instruction to Item 1 of this Form. The
Registrant has filed an application with respect to the Class A Common Stock
with, and delivered copies of the Registration Statement to, the Nasdaq National
Market.
ITEM 2. EXHIBITS.
3.01 Form of Amended and Restated Certificate of Incorporation of
the Registrant (incorporated by reference from Exhibit 3.01 to
Amendment No. 1 of the Registrant's Registration Statement on
Form S-1 filed with the Securities and Exchange Commission on
June 4, 1999).
3.02 Bylaws of the Registrant (incorporated by reference from
Exhibit 3.02 to the Registrant's Current Report on Form 8-K
filed with the Securities and Exchange Commission on April 14,
1999).
4.09 Copy of Specimen Class A Common Stock Certificate of the
Registrant (incorporated by reference from Exhibit 4.09 to
Amendment No. 2 of the Registrant's Registration Statement on
Form S-1 filed with the Securities and Exchange Commission on
June 25, 1999).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: June 25, 1999 SALEM COMMUNICATIONS CORPORATION
By: /s/ EDWARD G. ATSINGER III
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Edward G. Atsinger III
President and Chief Executive Officer
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