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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 19, 1999
REGISTRATION NO. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RADIO UNICA COMMUNICATIONS CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware 4832 65-0856900
(State or Other Jurisdiction of (Primary Standard (I.R.S. Employer
Incorporation or Organization) Industrial Identification Number)
Classification
Code Number)
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8400 N.W. 52ND STREET, SUITE 101
MIAMI, FLORIDA 33166
(305) 463-5000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
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STEVEN E. DAWSON
RADIO UNICA COMMUNICATIONS CORP.
8400 N.W. 52ND STREET, SUITE 101
MIAMI, FLORIDA 33166
(305) 463-5000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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COPIES TO:
MARTIN H. NEIDELL, ESQ. ALLAN G. SPERLING, ESQ.
STROOCK & STROOCK & LAVAN LLP CLEARY, GOTTLIEB, STEEN & HAMILTON
180 MAIDEN LANE ONE LIBERTY PLAZA
NEW YORK, NEW YORK 10038-4982 NEW YORK, NEW YORK 10006
(212) 806-5400 (212) 225-2000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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 of
1933, 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| 333-82561
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. |_|
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------- ---------------------- ----------------------- ---------------------- ----------------
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES REGISTERED AGGREGATE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED OFFERING PRICE PER SHARE PRICE FEE(1)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 1,311,000 shares $16.00 $20,976,000 $5,831
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(1) The Company previously registered an aggregate of $104,880,000 worth of
Common Stock on a Registration Statement on Form S-1 (File No. 333-82561),
for which a filing fee of $29,157 was previously paid upon the filing of
such Registration Statement. The Registrant has instructed a bank to
transmit by wire transfer the filing fee to the Securities and Exchange
Commission, the Registrant will not revoke such instruction, and it has
sufficient funds in such account to cover the amount of the registration
fee.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange
Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended.
This Registration Statement relates to the public offering of Common Stock of
the Registrant contemplated by the Registration Statement on Form S-1, File No.
333-82561 (the "Prior Registration Statement"), and is being filed for the sole
purpose of registering additional securities of the same class as were included
in the Prior Registration Statement.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-82561 are incorporated by reference into, and shall be deemed
part of, this registration statement, except for the following, which are filed
herewith.
EXHIBIT
NUMBER DESCRIPTION
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1.1* Form of Underwriting Agreement
5.1 Opinion of Stroock & Stroock & Lavan LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Miller, Kaplan, Arase & Co., LLP
23.3 Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5.1)
24.1* Power of Attorney
(b) Financial Statement Schedules
Not applicable.
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* Incorporated by reference from Registration Statement on Form S-1 (No.
333-82561) of the Registrant as declared effective by the Securities and
Exchange Commission on October 15, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Miami, State
of Florida, on this 19th day of October, 1999.
Radio Unica Communications Corp.
By: /s/ Steven E. Dawson
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Name: Steven E. Dawson
Title: Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on October
19, 1999 in the capacities indicated:
SIGNATURE TITLE
/s/ Joaquin F. Blaya* Chief Executive Officer and Director
- --------------------------------------- (principal executive officer)
Joaquin F. Blaya
/s/ Steven E. Dawson Chief Financial Officer (principal
- --------------------------------------- financial officer) and Director
Steven E. Dawson
/s/ Manuel A. Borges* Chief Accounting Officer
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Manuel A. Borges
/s/ Jose C. Cancela* Director
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Jose C. Cancela
/s/ Andrew C. Goldman* Director
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Andrew C. Goldman
/s/ Sidney Lapidus* Director
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Sidney Lapidus
/s/ John D. Santoleri* Director
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John D. Santoleri
* By: /s/ Steven E. Dawson (1)
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Steven E. Dawson
Attorney-in-fact
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(1) The Power of Attorney granted by each officer and director was filed as an
exhibit to the Registration Statement on Form S-1 (No. 333-82561) of the
Registrant.
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INDEX TO EXHIBITS
EXHIBIT NO.
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1.1* Form of Underwriting Agreement
5.1 Opinion of Stroock & Stroock & Lavan LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Miller, Kaplan, Arase & Co., LLP
23.3 Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5.1)
24.1* Power of Attorney
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* Incorporated by reference from Registration Statement on Form S-1 (No.
333-82561) of the Registrant as declared effective by the Securities and
Exchange Commission on October 15, 1999.
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Exhibit 5.1
STROOCK & STROOCK & LAVAN LLP
180 Maiden Lane
New York, NY 10038
October 19, 1999
Radio Unica Communications Corp.
8400 N.W. 52nd Street, Suite 101
Miami, Florida 33166
Ladies and Gentlemen:
We have acted as counsel to Radio Unica Communications Corp., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-1
(Registration No. ___________) (the "Registration Statement"), relating to the
proposed public offering (the "Offering") by the Company of 1,311,000 shares of
its Common Stock, par value $.01 per share (the "Shares").
As such counsel, we have examined copies of the Certificate of Incorporation and
By-Laws of the Company, each as amended to the date hereof, the Registration
Statement, the Prospectus which forms a part of the Registration Statement and
originals or copies of such corporate minutes, records, agreements and other
instruments of the Company, certificates of public officials and other
documents, and have made such examinations of law, as we have deemed necessary
to form the basis for the opinion hereinafter expressed. In our examination of
such materials, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all copies submitted to us. As to various questions of
fact material to such opinion, we have relied, to the extent we deemed
appropriate, upon representations, statements and certificates of officers and
representatives of the Company and others.
Attorneys involved in the preparation of this opinion are admitted to practice
law in the State of New York and we do not purport to express any opinion herein
concerning any law other than the federal laws of the United States of America
and Delaware corporate law.
Based upon and subject to the foregoing, we are of the opinion that the Shares
being offered by the Company, when and if issued and sold under the
circumstances contemplated by the Registration Statement, will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Opinions" in the Prospectus which forms a part of the Registration
Statement. In giving such consent, we do not admit hereby that we come within
the category of persons whose consent is required under Section 7 of the Act or
the Rules and Regulations of the Commission thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
(Form S-1 No. 333-00000) of Radio Unica Communications Corp. and related
prospectus, for the registration of 1,140,000 shares of its common stock, of our
report dated June 12, 1998, with respect to the financial statements of 13 Radio
Corporation, and February 24, 1999, except for the second paragraph of Note 2,
as to which the date is September 16, 1999, with respect to the consolidated
financial statements and schedules of Radio Unica Communications Corp. included
in the Registration Statement (Form S-1 No. 333-82561) and related prospectus of
Radio Unica Communications Corp. dated October 15, 1999 filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Miami, Florida
October 14, 1999
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-1 of our report dated November 18, 1997, on our audits of the financial
statements of Oro Spanish Broadcasting, Inc. included in Radio Unica
Communications Corp.'s registration statement (Form S-1 No. 333-82561) dated
October 15, 1999 filed with the Securities and Exchange Commission.
Miller, Kaplan, Arase & Co., LLP
North Hollywood, California
October 13, 1999
