<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1999.
REGISTRATION NO.
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SALEM COMMUNICATIONS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 4832 77-0121400
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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4880
SANTA ROSA ROAD
SUITE 300
CAMARILLO, CALIFORNIA 93012
(805) 987-0400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
JONATHAN L. BLOCK, ESQ.
4880 SANTA ROSA ROAD
SUITE 300
CAMARILLO, CALIFORNIA 93012
(805) 987-0400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
WITH COPIES TO:
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<S> <C>
THOMAS D. MAGILL, ESQ. PETER J. LOUGHRAN, ESQ.
GIBSON, DUNN & CRUTCHER LLP DEBEVOISE & PLIMPTON
4 PARK PLAZA, SUITE 1400 875 THIRD AVENUE
IRVINE, CALIFORNIA 92614 NEW YORK, NEW YORK 10022
(949) 451-3800 (212) 909-6000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-76649
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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<S> <C> <C>
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1)(2) REGISTRATION FEE
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Class A common stock,
$.01 par value................ $17,350,000 $4,825
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(1) Includes shares subject to the Underwriters' over-allotment option.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o) under the Securities Act of 1933.
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EXPLANATORY NOTE
This Registration Statement is being filed by Salem Communications
Corporation (the "Company") pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and includes the Registration Statement facing page, this
page, the signature page, an exhibit index, an opinion of counsel regarding the
legality of Class A common stock being offered hereby and a related consent, and
an accountants' consent. The Company hereby incorporates by reference into this
Registration Statement on Form S-1 in its entirety the Registration Statement on
Form S-1 (File No. 333-76649), as amended (including the exhibits thereto),
declared effective on June 30, 1999 by the Securities and Exchange Commission
(the "Commission").
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to transmit to the Commission the filing fee set forth on the cover
page of this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on July 1, 1999), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the
amount of such filing fee and (iv) it will confirm receipt of such instructions
by its bank during regular business hours on July 1, 1999.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Camarillo, California on June 30,
1999.
SALEM COMMUNICATIONS CORPORATION
By *
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Edward G. Atsinger III
President and Chief 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 indicated on June 30, 1999.
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SIGNATURE TITLE
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<C> <S>
* President and Chief Executive Officer
- -------------------------------------- (Principal Executive Officer)
Edward G. Atsinger III
* Vice President and Chief Financial
- -------------------------------------- Officer (Principal Financial Officer)
Dirk Gastaldo
* Vice President and Controller
- -------------------------------------- (Principal Accounting Officer)
Eileen E. Hill
* Director
- --------------------------------------
Edward G. Atsinger III
* Director
- --------------------------------------
Stuart W. Epperson
/s/ ERIC H. HALVORSON Director
- --------------------------------------
Eric H. Halvorson
* Director
- --------------------------------------
Richard A. Riddle
* Director
- --------------------------------------
Roland S. Hinz
* Director
- --------------------------------------
Donald P. Hodel
* Director
- --------------------------------------
Joseph S. Schuchert
/s/ ERIC H. HALVORSON
- --------------------------------------
Eric H. Halvorson
Attorney-in-Fact
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* Eric H. Halvorson, by signing his name hereto, does sign this document on
behalf of each of the persons indicated above pursuant to powers of attorney
duly executed by such persons and filed with the Securities and Exchange
Commission.
3
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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<C> <S>
5 Opinion of Gibson, Dunn & Crutcher LLP regarding the
legality of the securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in their
opinion filed as Exhibit 5).
24 Powers of Attorney (filed as part of the Registration
Statement on Form S-1 of the Company (File No. 333-76649)
and incorporated herein by reference).
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<PAGE> 1
EXHIBIT 5
June 30, 1999
(949) 451-3800 C 80253-00038
Salem Communications Corporation
4880 Santa Rosa Road, Suite 300
Camarillo, CA 93012
Ladies and Gentlemen :
We have acted as counsel to Salem Communications Corporation, a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "1933 Act"), of the sale in an
underwritten public offering of 6,720,000 authorized but unissued shares of the
Class A Common Stock, $0.01 par value (the "Common Stock"), of the Company (the
"Company Shares"), and up to 2,940,000 shares of Common Stock issued to certain
selling stockholders (the "Outstanding Shares"). We have previously delivered an
opinion to you in connection with the Registration Statement on Form S-1,
Registration No. 333-76649, as amended to date (the "Registration Statement"),
for the sale of 6,000,000 shares of Common Stock of the Company Shares and up to
2,625,000 shares of Common Stock of the Outstanding Shares, such Registration
Statement filed with the Securities and Exchange Commission (the "Commission")
under the 1933 Act.
This opinion is delivered to you in connection with the additional
Registration Statement on Form S-1, filed with the Commission on even date
herewith (the "Additional Registration Statement") under Rule 462(b) promulgated
under the 1933 Act, for the sale of 720,000 additional Company Shares and up to
315,000 additional Outstanding Shares.
In rendering the opinion set forth herein, we have made such
investigations of fact and law, and examined such documents and instruments, or
copies thereof established to our
<PAGE> 2
Salem Communications Corporation
June 30, 1999
Page 2
satisfaction to be true and correct copies thereof, as we have deemed necessary
under the circumstances.
Based upon the foregoing and such other examination of law and fact as
we have deemed necessary, and in reliance thereon, we are of the opinion that,
subject to such proceedings as are now contemplated being duly taken and
completed by you prior to the issuance of the Company Shares, the issuance of an
appropriate order by the Commission declaring the Registration Statement, as
amended, effective, and the compliance with applicable state securities and
"blue sky" laws, (i) the Company Shares have been duly authorized and will, upon
sale and delivery thereof and receipt by the Company of full payment therefor as
set forth in the Registration Statement and Additional Registration Statement,
be validly issued, fully paid and nonassessable, and (ii) the Outstanding Shares
are duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Additional Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the Prospectus which is a part of the Registration
Statement and which is incorporated by reference into the Additional
Registration Statement.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
GIBSON, DUNN & CRUTCHER LLP
TDM/TJF/JDB
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement dated June 30, 1999 of the reference to our firm under the captions
"Experts" and "Selected Financial Data" and to the use of our report dated March
24, 1999, except for Note 10, as to which the date is May 26, 1999, included in
the Registration Statement Amendment No. 2 (Form S-1 No. 333-76649) and related
Prospectus of Salem Communications Corporation for the registration of shares of
its common stock.
Our audits also included the financial statement schedule of Salem
Communications Corporation listed in Item 16(b) of the Registration Statement
Amendment No. 2 (Form S-1 No. 333-76649). This schedule is the responsibility of
the Company's management. Our responsibility is to express an opinion based on
our audits. In our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
/s/ ERNST & YOUNG LLP
Woodland Hills, California
June 30, 1999
