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As filed with the Securities and Exchange Commission on January 29, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ENTERCOM COMMUNICATIONS CORP.
(Exact name of issuer as specified in its charter)
Pennsylvania 23-1701044
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
401 City Avenue, Suite 409
Bala Cynwyd, Pennsylvania 19004
(Address of principal executive offices)
1998 Equity Compensation Plan
Employee Stock Purchase Plan
(Full title of the plans)
John C. Donlevie
Executive Vice President, Secretary
and General Counsel
Entercom Communications Corp.
401 City Avenue, Suite 409
Bala Cynwyd, Pennsylvania 19004
(Name and address of agent for service)
(610) 660-5610
(Telephone number, including area code, of agent for service)
Copy to:
JAMES W. McKENZIE, JR.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
(215) 963-4852
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
Title of securities Number of Proposed Proposed
to be shares to be maximum maximum Amount of
registered registered (1) offering price aggregate registration fee (5)
per share offering price (4)
=================================================================================================================
<S> <C> <C> <C> <C>
Class A Common Stock, 3,715,716(2) (4) $123,738,717 $34,400
par value $.01 per share 1,850,000(3)
=================================================================================================================
</TABLE>
(1) This registration statement covers shares of Class A Common Stock of
Entercom Communications Corp. which may be offered or sold pursuant to
the 1998 Equity Compensation Plan and the Employee Stock Purchase Plan.
Pursuant to Rule 457(h)(2), no separate registration fee is required
with respect to the interests in the plans. This registration statement
also relates to an indeterminate number of shares of Class A Common
Stock that may be issued upon stock splits, stock dividends or similar
transactions in accordance with Rule 416.
(2) Represents shares of Class A Common Stock of Entercom Communications
Corp. which may be offered or sold pursuant to the 1998 Equity
Compensation Plan.
(3) Represents shares of Class A Common Stock of Entercom Communications
Corp. which may be offered or sold pursuant to the Employee Stock
Purchase Plan.
(4) With respect to awards that have previously been issued under the 1998
Equity Compensation Plan, the actual offering price has been used to
compute the maximum offering price pursuant to Rule 457(h)(1). For the
remaining shares of Class A Common Stock of Entercom Communications
Corp. issuable under the 1998 Equity Compensation Plan and the Employee
Stock Purchase Plan, information regarding fluctuating market prices
under Rule 457(c) was unavailable at the date of filing of this
Registration Statement as the shares were not yet publicly traded.
Therefore, the maximum offering price for these shares is based on a
bona fide estimate ($22.50) pursuant to Rule 457(a).
(5) Calculated pursuant to Section 6(b) as follows: proposed maximum
aggregate offering price multiplied by .000278.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, as filed by Entercom Communications Corp. (the
"Company") with the Securities and Exchange Commission, are incorporated by
reference in this Registration Statement and made a part hereof:
(a) The prospectus dated January 28, 1999 filed under Rule 424(b) as
part of the Company's registration statement on Form S-1 (Registration
No. 333-61381).
(b) The description of the Class A Common Stock of the Company
contained in a registration statement filed under the Securities and
Exchange Act (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company
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 securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents. Any statement contained in any
document, all or a portion of which is incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained or incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Experts
The financial statements and related financial statement schedule as of
September 30, 1998 and 1997 and for the years ended September 30, 1998, 1997 and
1996 incorporated in this Registration Statement by reference from the Company's
registration statement on Form S-1 dated January 28, 1999 (Registration No.
333-61381), together with all amendments thereto, have been audited by Deloitte
& Touche LLP, independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of
1988 (the "PBCL") provide the Company the power to indemnify any officer or
director who was or is a party or is threatened to be made a party to any action
or proceeding by reason of the fact that he is or was an officer or director of
the Company, against expenses, judgments, penalties, fines, and amounts paid in
settlement in connection with such action or proceeding, whether the action was
instituted by a third party or arose by or in the right of the Company, if such
officer or director acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the Company and, with respect
to any criminal proceeding, had no reasonable cause to believe that his conduct
was unlawful. Section 1743 of the PBCL provides that to the extent that an
officer or director of the Company has been successful on the merits or
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otherwise in defense of any action, suit or proceeding referred to in Sections
1741 or 1742, or in defense of any claim, issue or matter therein, such officer
or director shall be indemnified against expenses (including attorneys' fees and
disbursements) actually and reasonably incurred by such officer or director in
connection therewith.
The Company's Articles of Incorporation provide that the Company shall
indemnify any officer or director who was, is, or is threatened to be made a
party to a proceeding by reason of the fact that he or she is or was an officer
or director of the Company, to the fullest extent permitted under the PBCL.
The Bylaws of the Company provide for the advancement of expenses to an
indemnified party upon receipt of an undertaking by the party to repay those
amounts if it is finally determined that the indemnified party is not entitled
to indemnification. The Bylaws of the Company authorize the Company to take
steps to ensure that all persons entitled to indemnification are properly
indemnified, including, if the Board of Directors of the Company so determines,
purchasing and maintaining insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit
Number Exhibit
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included within Exhibit 5.1).
99.1 1998 Equity Compensation Plan (incorporated by reference to Exhibit
10.06 of the Company's registration statement on Form S-1 (File
No. 333-61381)).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement; and
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
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(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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 that remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, 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 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 Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant 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 Bala Cynwyd, Pennsylvania on January 29, 1999.
ENTERCOM COMMUNICATIONS CORP.
By: /s/ Joseph M. Field
----------------------------
Joseph M. Field
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph M. Field and David J. Field and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Joseph M. Field Chairman of the Board and January 29, 1999
- -------------------------------------- Chief Executive Officer (Principal
Joseph M. Field Executive Officer)
/s/ David J. Field President, Chief Operating Officer January 29, 1999
- -------------------------------------- and Director
David J. Field and Director
/s/ John C. Donlevie Executive Vice President, January 29, 1999
- -------------------------------------- Secretary, General Counsel and a
John C. Donlevie Director
/s/ Stephen F. Fisher Senior Vice President and Chief January 29, 1999
- -------------------------------------- Financial Officer (Principal
Stephen F. Fisher Financial Officer)
</TABLE>
S-1
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<TABLE>
<S> <C> <C>
/s/ Eugene D. Levin
- -------------------------------------- Treasurer and Controller January 29, 1999
Eugene D. Levin (Principal Accounting Officer)
/s/ Marie H. Field
- -------------------------------------- Director January 29, 1999
Marie H. Field
/s/ Herbert Kean, M.D.
- -------------------------------------- Director January 29, 1999
Herbert Kean, M.D.
/s/ Lee Hague
- -------------------------------------- Director January 29, 1999
Lee Hague
/s/ Thomas H. Ginley, M.D.
- -------------------------------------- Director January 29, 1999
Thomas H. Ginley, M.D.
/s/ S. Gordon Elkins
- -------------------------------------- Director January 29, 1999
S. Gordon Elkins
/s/ Michael R. Hannon
- -------------------------------------- Director January 29, 1999
Michael R. Hannon
</TABLE>
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ENTERCOM COMMUNICATIONS CORP.
INDEX TO EXHIBITS
Exhibit Number Document
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Deloitte & Touche LLP.
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EXHIBIT 5.1
[LETTERHEAD FOR MORGAN, LEWIS & BOCKIUS LLP]
January 29, 1999
Entercom Communications Corp.
401 City Avenue, Suite 409
Bala Cynwyd, Pennsylvania 19004
Re: Entercom Communications Corp.- Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Entercom Communications Corp., a Pennsylvania
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), relating to the registration of up to 5,565,716 shares of Common
Stock, par value $.01 per share (the "Shares"), of the Company to be issued in
connection with the Company's 1998 Equity Compensation Plan and the Company's
Employee Stock Purchase Plan (the "Plans"). In rendering the opinion set forth
below, we have reviewed (a) the Registration Statement; (b) the Company's
Amended and Restated Articles of Incorporation and Amended and Restated Bylaws;
(c) certain records of the Company's corporate proceedings as reflected in its
minute books; (d) the Plans; and (e) such records, documents, statutes and
decisions as we have deemed relevant. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the original of all documents submitted to
us as copies thereof.
Our opinions set forth below is limited to the Pennsylvania Business Corporation
Law of 1988 (the "BCL").
Based upon the foregoing, we are of the opinion that the Shares will, when
issued in the manner and on the terms described in the Registration Statement
and the Plans, be duly authorized, validly issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement. In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
Morgan, Lewis & Bockius LLP
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EXHIBIT 23.1
Independent Auditors' Consent
To the Board of Directors of
Entercom Communications Corp.
Bala Cynwyd, Pennsylvania
We consent to the incorporation by reference in this Registration Statement of
Entercom Communications Corp. on Form S-8 of our report dated December 31, 1998
(January 26, 1999 as to Notes 10 and 13) (which expresses an unqualified
opinion and includes an explanatory paragraph relating to the restatement
described in Note 14), appearing in Registration Statement No. 333-61381 on
Form S-1 of Entercom Communications Corp. dated January 27, 1999.
We also consent to the reference to us under the heading "Experts" in this
Registration Statement.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
January 29, 1999
