As filed with the Securities and Exchange Commission on July 13, 1998
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CUMULUS MEDIA INC.
(Exact Name of Registrant as Specified in its Charter)
Illinois 36-4159663
(State of (I.R.S. Employer
Incorporation) Identification
Number)
111 East Kilbourn Avenue, Milwaukee, Wisconsin 53202
(Address of Principal Executive Offices) (Zip Code)
CUMULUS MEDIA INC. 1998 STOCK INCENTIVE PLAN
CUMULUS MEDIA INC. 1998 EXECUTIVE STOCK INCENTIVE PLAN
(Full title of the plans)
Richard W. Weening, Executive Chairman
Lewis W. Dickey, Jr., Executive Vice Chairman
Cumulus Media Inc.
111 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
(Name and Address of Agent for Service)
(414) 615-2800
(Telephone Number, including area code, of Agent for
Service)
Copy to:
Larry D. Lieberman
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202-3590
(414) 273-3500
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount
securities be registered maximum maximum of
to be registered offering aggregate registra-
price per offering tion fee
share price
Class A Common 1,288,834 (1) $18,365,885 $5,565.42(1)
Stock
Class C Common 2,001,380 (2) $28,019,320 $8,490.70(2)
Stock (including
the Class A Common
Stock into which the
Class C Common
Stock is
convertible)
(1) The registration fee with respect to the Class A
Common Stock was calculated pursuant to Rule 457(c) and
(h) under the Securities Act of 1933, as amended (the
"Securities Act"). The registration fee is based on
the average of the high and low price per share of
Cumulus Media Inc. Class A, common stock on July 8,
1998 on the Nasdaq National Market, as reported in the
Midwest Edition of The Wall Street Journal on July 9,
1998 ($14.25).
(2) The registration fee with respect to the Class C
Common Stock was calculated pursuant to Rule 457(h) of
the Securities Act based upon the exercise price of the
options.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by
reference in this Registration Statement:
(a) The Registrant's latest prospectus
filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the
"Securities Act"); and
(b) The description of the Registrant's
Class A common stock, $0.01 par value (the
"Class A Common Stock") contained in the
Registrant's Registration Statement on
Form 8-A filed pursuant to Section 12 of
the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and any
amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that
all shares offered have been sold or which
deregisters all securities then remaining unsold,
shall be deemed incorporated by reference in this
Registration Statement and to be part hereof from
the date of filing such documents.
Item 4. Description of Securities.
The Registrant's Class C common stock, $0.01
par value (the "Class C Common Stock") is not
registered under Section 12 of the Exchange Act.
Dividend Rights. All shares of the Class C
Common Stock are entitled to participate ratably
when, and as, dividends are declared by the Board
of Directors. Any such dividends may be paid in
cash, shares of Class C Common Stock or property.
Convertibility of Class C Common Stock into
Class A Common Stock. The Class C Common Stock is
convertible at any time, or from time to time, at
the option of the holder of such Class C Common
Stock, without cost to such holder, into Class A
Common Stock on a share-for-share basis; provided
such holder is not at the time of such conversion
a disqualified person (generally defined as a
person whose ownership of Class A Common Stock
would violate certain provisions of the
Communications Act of 1934, as amended, and
certain rules of the Federal Communications
Commission).
Voting Rights. Holders of Class C Common
Stock, subject to certain exceptions, are entitled
to 10 votes per share. All actions submitted to a
vote of the Registrant's stockholders are voted on
by holders of Class A Common Stock and Class C
Common Stock, voting together as a single class.
Holders of Class B common stock, $0.01 par value
(the "Class B Common Stock"), are not entitled to
vote, except in limited circumstances. In such
cases, the holders of Class B Common Stock will
vote separately as a class. The affirmative vote
of a majority of the outstanding shares of Class A
Common Stock and Class C Common Stock, voting
together as a single class, and the affirmative
vote of the holders of a majority of the
outstanding shares of Class B Common Stock, voting
separately as a class, are required to approve
fundamental corporate actions. The holders of
Class C Common Stock are generally entitled to
elect a director to the Registrant's Board of
Directors (the "Class C Director"), and the vote
of the Class C Director is required in order for
the Registrant to take certain actions.
Liquidation Rights. In the event of any
liquidation, dissolution or winding up of the
Registrant, whether voluntarily or involuntarily,
after payment or provision for payment of the
debts and other liabilities of the Registrant and
the preferential amounts to which the holders of
any stock ranking prior to the Class C Common
Stock in the distribution of assets, the holders
of Class C Common Stock are entitled to share pro
rata in the remaining assets of the Registrant
according to their respective interests.
<PAGE>
Miscellaneous. The Class C Common Stock is
not traded on a securities exchange. Holders of
Class C Common Stock have no preemptive or other
subscription rights, redemption or sinking fund
rights.
Item 6. Indemnification of Directors and Officers.
The general effect of the provisions in the
Registrant's Articles of Incorporation and
Illinois Law is to provide that the Registrant
shall indemnify its directors and officers against
all liabilities and expenses actually and
reasonably incurred in connection with the defense
or settlement of any threatened, pending or
completed action, suit or proceeding (whether
civil, criminal, administrative or investigative)
in which they have become involved by reason of
their status as corporate directors or officers,
if they acted in good faith and in the reasonable
belief that their conduct was neither unlawful (in
the case of criminal proceedings) nor opposed to
the best interests of the Registrant. With
respect to legal proceedings by or in the right of
the Registrant in which a director or officer is
adjudged liable for improper performance of his
duty to the Registrant or another enterprise which
such person served in a similar capacity at the
request of the Registrant, indemnification is
limited by such provisions of that amount which is
permitted by the court.
The Registrant will maintain officers' and
directors' liability insurance which will insure
against liabilities that officers and directors of
the Registrant may incur in such capacities. The
Registrant has also entered into indemnification
agreements with its directors and officers.
Item 8. Exhibits.
4.1 Cumulus Media Inc. 1998 Stock Incentive
Plan (incorporated herein by reference to
Exhibit 10.10 of the Registrant's
Registration Statement on Form S-1, Reg. No.
333-48849).
4.2 Cumulus Media Inc. 1998 Executive Stock
Incentive Plan (incorporated herein by
reference to Exhibit 10.11 of the
Registrant's Registration Statement on Form S-
1, Reg. No. 333-48849).
5 Opinion of Godfrey & Kahn, S.C.
regarding legality of the Common Stock being
registered.
10.1 Form of Employment Agreement between the
Registrant and Richard W. Weening
(incorporated herein by reference to Exhibit
10.6 of the Registrant's Registration
Statement on Form S-1, Reg. No. 333-48849).
10.2 Form of Employment Agreement between the
Registrant and Lewis W. Dickey, Jr.
(incorporated herein by reference to Exhibit
10.7 of the Registrant's Registration
Statement on Form S-1, Reg. No. 333-48849).
23.1 Consent of PricewaterhouseCoopers LLP
(Illinois).
23.2 Consent of PricewaterhouseCoopers LLP
(Alabama).
23.3 Consent of PricewaterhouseCoopers LLP
(Georgia).
23.4 Consent of Johnson, Miller & Co. (New
Frontier Communications, Inc.)
23.5 Consent of Johnson, Miller & Co. (KLUR, KQXC,
KYYI Radio)
23.6 Consent of McGladrey & Pullen, LLP.
23.7 Consent of Plante & Moran, LLP.
23.8 Consent of KPMG Peat Marwick LLP.
23.9 Consent of Godfrey & Kahn, S.C., included in
Exhibit 5.
<PAGE>
Item 9. Undertakings.*
The Registrant hereby undertakes:
(a) (1) To file, during any period in which
offers or sales are being made, a post-
effective amendment to this Registration
Statement to include any material information
with respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such
post-effective amendment shall be deemed to
be a new registration statement relating to
the securities offered therein, and the
offering of such securities at that time
shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of
a post-effective amendment any of the
securities being registered which remain
unsold at the termination of the offering.
(b) (4) That, for purposes of determining any
liability under the Securities Act, each
filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by
reference in the Registration Statement shall
be deemed to be a new registration statement
relating to the securities offered therein,
and the offering of such securities at that
time shall be deemed to be the initial bona
fide offering thereof.
(h) (5) Insofar as indemnification for
liabilities arising under the Securities Act
may be permitted to directors, officers and
controlling persons of the Registrant
pursuant to the provisions of Item 6 of this
Registration Statement, or otherwise, the
Registrant has been advised that in the
opinion of the Securities and Exchange
Commission such indemnification is against
public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the
event that a claim for indemnification
against such liabilities (other than the
payment by the Registrant of expenses
incurred or paid by a director, officer or
controlling person of the Registrant in the
successful defense of any action, suit or
proceeding) is asserted by such director,
officer or controlling person in connection
with the securities being registered, the
Registrant will, unless in the opinion of its
counsel the matter has been settled by
controlling precedent, submit to a court of
appropriate jurisdiction the question whether
such indemnification by it is against public
policy as expressed in the Securities Act and
will be governed by the final adjudication of
such issue.
____________________
*Paragraphs correspond to Item 512 of Regulation S-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, as amended, 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 Milwaukee, State of Wisconsin, on July
10, 1998.
CUMULUS MEDIA INC.
By:/s/ Richard W. Weening
-----------------------
Richard W. Weening
Executive Chairman
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.
/s/ Richard W. Weening Date: July 10, 1998
- ------------------------
Richard W. Weening
Executive Chairman,
Treasurer and Director
/s/ Lewis W. Dickey, Jr. Date: July 10, 1998
- -------------------------
Lewis W. Dickey, Jr.
Executive Vice Chairman
and Director
/s/ William M. Bungeroth Date: July 10, 1998
- -------------------------
William M. Bungeroth
President and Director
/s/ Richard J. Bonick, Jr. Date: July 10, 1998
- -------------------------
Richard J. Bonick, Jr.
Vice President and Chief
Financial Officer
(Principal Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibits
4.1 Cumulus Media Inc. 1998 Stock Incentive
Plan (incorporated herein by reference to
Exhibit 10.10 of the Registrant's
Registration Statement on Form S-1, Reg. No.
333-48849).
4.2 Cumulus Media Inc. 1998 Executive Stock
Incentive Plan (incorporated herein by
reference to Exhibit 10.11 of the
Registrant's Registration Statement on Form S-
1, Reg. No. 333-48849).
5 Opinion of Godfrey & Kahn, S.C.
regarding legality of the Common Stock being
registered.
10.1 Form of Employment Agreement between the
Registrant and Richard W. Weening
(incorporated herein by reference to Exhibit
10.6 of the Registrant's Registration
Statement on Form S-1, Reg. No. 333-48849).
10.2 Form of Employment Agreement between the
Registrant and Lewis W. Dickey, Jr.
(incorporated herein by reference to Exhibit
10.7 of the Registrant's Registration
Statement on Form S-1, Reg. No. 333-48849).
23.1 Consent of PricewaterhouseCoopers LLP
(Illinois).
23.2 Consent of PricewaterhouseCoopers LLP
(Alabama).
23.3 Consent of PricewaterhouseCoopers LLP
(Georgia).
23.4 Consent of Johnson, Miller & Co. (New
Frontier Communications, Inc.)
23.5 Consent of Johnson, Miller & Co. (KLUR, KQXR,
KYYI Radio)
23.6 Consent of McGladrey & Pullen, LLP.
23.7 Consent of Plante & Moran, LLP.
23.8 Consent of KPMG Peat Marwick LLP.
23.9 Consent of Godfrey & Kahn, S.C., included in
Exhibit 5.
GODFREY & KAHN, S.C.
780 North Water Street
Milwaukee, WI 53202-3590
Tel. (414) 273-3500
Fax (414) 273-5198
July 13, 1998
Cumulus Media Inc.
111 East Kilbourn Avenue
Milwaukee, WI 53202
Ladies and Gentlemen:
We have acted as your counsel in connection with
the offer by Cumulus Media Inc., an Illinois
corporation (the "Company"), of up to 1,288,834 shares
of Class A common stock, $.01 par value, and up to
2,001,380 shares of Class C common stock, $.01 par
value (collectively, the "Shares"). The Shares are
reserved for issuance pursuant to the Company's 1998
Stock Incentive Plan and 1998 Executive Stock Incentive
Plan (the "Plans"), as described in each Plans'
Prospectus (collectively, the "Prospectuses" and
individually, a "Prospectus"), including all amendments
and supplements thereto, which Prospectus relates to
the Company's Registration Statement on Form S-8, to be
filed with the Securities and Exchange Commission on or
about the date hereof (the "Registration Statement").
We have examined: (a) the Plans, the Prospectuses
and the Registration Statement, (b) the Company's
Amended and Restated Articles of Incorporation and
Amended and Restated By-Laws, (c) certain resolutions
of the Company's Board of Directors and sole shareholder
and (d) such other proceedings, documents and records
as we have deemed necessary to enable us to render
this opinion.
Based upon the foregoing, we are of the opinion
that the Shares, upon issuance in accordance with the
terms of the Plans, will be duly authorized and validly
issued, fully paid and nonassessable.
Our opinion relates only to the statutory provisions
of the Business Corporation Act of 1983 of the State
of Illinois without regard to court interpretation thereof,
and we express no opinion as to the laws of any other
jurisdiction.
We consent to the use of this opinion as an
exhibit to the Registration Statement. In giving this
consent, however, we do not admit that we are "experts"
within the meaning of Section 11 of the Securities Act
of 1933, as amended, or within the category of persons
whose consent is required by Section 7 of said Act.
Very truly yours,
/s/ Godfrey & Kahn, S.C.
GODFREY & KAHN, S.C.
CONSENT OF PRICEWATERHOUSECOOPERS LLP
We hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of
our reports as of the dates and relating to the
financial statements of the companies listed below,
which are included in the Registration Statement on
Form S-1 (No. 333-48649) by Cumulus Media Inc.
Company Date of report
Cumulus Media Inc. March 18, 1988,
except as to Note 15,
which is as of June 18, 1988
Albany Broadcasting Company May 28, 1998
American Communications Company, Inc. May 29, 1998
Arbor Radio LP February 19, 1998
Beaumont Skywave, Inc. May 21, 1998
Caribbean Communications Company
Limited March 9, 1998
Carolina Broadcasting, Inc. and
Georgetown Radio, Inc. March 4, 1998
Castle Broadcasting Limited Partnership May 21, 1998
Clearly Superior Radio Properties February 24, 1998
Communications Properties, Inc. May 26, 1998
Crystal Radio Group, Inc. March 13, 1998
Esprit' Communication Corporation May 26, 1998
Forjay Broadcasting Corporation May 21, 1998
HVS Partners February 25, 1998
Jan-Di Broadcasting, Inc. April 30, 1998
K-Country, Inc. May 29, 1998
Lesnick Communications, Inc. May 19, 1998
Louisiana Media Interests, Inc.
and Subsidiaries March 9, 1998
M&M Partners June 4, 1998
Midland Broadcasters, Inc. May 12, 1998
The Midwestern Broadcasting Company,
Radio Stations WWWM-FM and WLQR-AM February 11, 1998
Mustang Broadcasting Company May 21, 1998
Ninety Four Point One, Inc.
and KAYD AM/FM February 20, 1998,
except as to Note 7,
which is as of March 6, 1998
Pamplico Broadcasting, L.P. May 28, 1998
Phoenix Broadcast Partners, Inc. May 20, 1998
Radio Ingstad Minnesota, Inc.,
Radio Albert Lea, Inc. and
KRCH of Minnesota, Inc. May 29, 1998
Savannah Valley Broadcasting
Radio Properties February 27, 1998
Seacoast Radio Company, LLC June 12, 1998
Sunny Broadcasters, Inc. June 12, 1998
Tallahassee Broadcasting, Inc. May 22, 1998
Tally Radio, LC May 22, 1998
Tryon-Seacoast Communications, Inc. May 22, 1998
Value Radio Corporation February 24, 1998
Venice Broadcasting Corp. June 9, 1998
Wilks Broadcast Acquisitions, Inc. February 16, 1998
WJCL-FM May 21, 1998
WKKO-FM, WRQN-FM, WTOD-AM and WIMX-FM February 6, 1998
WWFG-FM and WOSC-FM March 18, 1998
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Chicago, Illinois
July 8, 1998
CONSENT OF PRICEWATERHOUSECOOPERS LLP (Alabama)
We consent to the incorporation by reference in
this registration statement on Form S-8 of our report
dated March 2, 1998 on our audit of the consolidated
financial statements of Republic Corporation and
subsidiary (radio broadcasting operations only) as of
December 31, 1997 and 1996 and for each of the three
years in the period ended December 31, 1997.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Montgomery, Alabama
July 10, 1998
CONSENT OF PRICEWATERHOUSECOOPERS LLP (Georgia)
We consent to the incorporation by reference in
this Registration Statement on Form S-8 of our report
dated February 27, 1998 on our audits of the financial
statements of Savannah Communications, L.P., which
report is included in the Registration Statement on
Form S-1 (No. 333-48649) by Cumulus Media Inc.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Atlanta, Georgia
July 10, 1998
CONSENT OF JOHNSON, MILLER & CO.
We have issued our reports dated February 24,
1998, accompanying the financial statements of New
Frontier Communications, Inc. incorporated by reference
in the Registration Statement and Prospectus. We
consent to the use of the aforementioned reports in the
Registration Statement and Prospectus, and to the use
of our name as it appears under the caption "Experts."
/s/ Johnson, Miller & Co.
Johnson, Miller & Co.
Odessa, Texas
July 10, 1998
CONSENT OF JOHNSON, MILLER & CO.
We have issued our reports dated May 28, 1998,
accompanying the financial statements of KLUR, KQXC,
KYYI Radio incorporated by reference in the
Registration Statement and Prospectus. We consent to
the use of the aforementioned reports in the
Registration Statement and Prospectus, and to the use
of our name as it appears under the caption "Expert."
/s/ Johnson, Miller & Co.
Johnson, Miller & Co.
Odessa, Texas
July 10, 1998
CONSENT OF MCGLADREY & PULLEN, LLP
The Board of Directors
Cumulus Media Inc.
We hereby consent to the use in this Registration
Statement on Form S-8 of our report, dated February 11,
1998, except for Note 12 as to which the date is
February 19, 1998, relating to the combined financial
statements of JKJ Broadcasting, Inc., Missouri River
Broadcasting, Inc., Ingstad Mankato, Inc., James
Ingstad Broadcasting, Inc. and Hometown Wireless, Inc.
/s/ McGladrey & Pullen, LLP
McGladrey & Pullen, LLP
Pierre, South Dakota
July 10, 1998
CONSENT OF PLANTE & MORAN, LLP
We consent to the inclusion of our report dated
February 11, 1997 on the divisional financial
statements of Fritz Broadcasting, Inc. Toledo Division
for the years ended December 29, 1996 and December 31,
1995 in the Registration Statement on Form S-8 filed on
July 10, 1998 by Cumulus Media Inc. for the
registration of Class A and Class C Common Stock.
/s/ Plante & Moran, LLP
Plante & Moran, LLP
Troy, Michigan
July 10, 1998
CONSENT OF KPMG PEAT MARWICK LLP
The Partners
Wicks Broadcast Group Limited Partnership
We consent to the incorporation by reference in
this registration statement on Form S-8 of Cumulus
Media, Inc. of our report dated May 18, 1998, with
respect to the balance sheets of Chattanooga Broadcast
Group (a division of Wicks Broadcast Group Limited
Partnership) as of December 31, 1997 and 1996 and the
related statements of operations and changes in
division equity and cash flows for each of the years in
the three year period ended December 31, 1997 which
report appears in the Form S-1 (No. 333-48849) of
Cumulus Media, Inc. dated June 19, 1998.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
McLean, VA
July 9, 1998
