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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Entercom Communications Corp.
(Exact name of registrant specified in Charter)
Pennsylvania 23-1701044
(State or other (IRS Employee
jurisdiction of Identification No.)
incorporation)
401 City Avenue, Suite 409
Bala Cynwyd, Pennsylvania 19004
(Address of principal executive offices) Zip Code
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A. (c), please check the following box. /X/
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A. (d), please check the following box. / /
Securities Act registration statement file number to which this form relates:
333-61381
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
Class A Common Stock, $.01 Par Value New York Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g)OF THE ACT:
Not Applicable
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered
The Registrant is registering shares of Class A Common Stock, par value
$0.01 per share, pursuant to a Registration Statement on Form S-1 (File No.
333-61381) that was filed with the Securities and Exchange Commission on August
13, 1998 (the "Registration Statement"). Reference is made to the sections
entitled "Prospectus 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 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 Instruction to Item 1 of this Form.
Item 2. Exhibits.
3.01 Amended and Restated Articles of Incorporation of the
Registrant (Incorporated by reference to Exhibit 3.01 to the
Registration Statement on Form S-1 (File No. 333-61381) of the
Registrant, as amended).
3.02 Amended and Restated Bylaws of the Registrant (Incorporated by
reference to Exhibit 3.02 to the Registration Statement on
Form S-1 (File No. 333-61381) of the Registrant, as amended).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
ENTERCOM COMMUNICATIONS CORP.
By: /s/John C. Donlevie
Name: John C. Donlevie
Dated: September , 1998 Title: Executive Vice President and
General Counsel
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