SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
EMMIS BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 35-1542018
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
950 North Meridian Street, suite 1200
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
Emmis Broadcasting Corporation Non-Employee Director Stock Option Plan
Emmis Broadcasting Corporation 1995 Equity Incentive Plan
(Full title of the plans)
Jeffrey H. Smulyan
Chairman
Emmis Broadcasting Corporation
950 North Meridian Street, Suite 1200
Indianapolis, Indiana 46204
(Name and address of agent for service)
(317) 266-0100
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered (1) share (2) price fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $.01
per share 150,000 $15.50 $2,325,000.00 $704.55
Class A Common Stock,
par value $.01
per share 15,000 $16.00 $240,000.00 $ 72.73
Class A Common Stock,
par value $.01
per share 15,000 $48.75 $731,250.00 $221.59
Class A Common Stock,
par value $.01
per share 95,000 $44.81 $4,256,950.00 $1,289.98
Class B Common Stock,
par value $.01
per share (3) 500,000 $15.50 $7,750,000.00 $2,348.48
Class A Common Stock,
par value $.01
per share (4) 500,000 (4) (4) (4)
- -------------------------------------------------------------------------------
</TABLE>
(1) Any additional shares to be issued as a result of stock dividends, stock
splits or similar transactions prior to the termination of this
Registration Statement shall be covered by this registration Statement as
provided in Rule 416.
(2) Determined pursuant to Rule 457(c) and (h) using established option price
and average of reported high and low prices on October 22, 1996.
(3) These shares are immediately convertible at the option of the holder
into Class A Common Stock and automatically converted upon sale or other
transfer.
(4) These shares of Class A Common Stock are issuable without payment of
additional consideration upon conversion of the Class B Common Stock
registered hereunder either immediately by the holder or upon transfer.
Pursuant to Rule 457(i), no additional fee is payable for registration
of these shares.
<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, all of which are on file with the Securities and
Exchange Commission (the "Commission"), are hereby incorporated by reference
in this registration statement:
(a) The Annual Report on Form 10-K for Emmis Broadcasting Corporation
(the "Company") for the fiscal year ended February 29, 1996;
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
periods ended May 31, 1996 and August 31, 1996;
(c) The Company's Proxy Statement dated May 24, 1996; and
(d) The description of the Class A Common Stock of the Company
contained in the Registration Statement on Form 10, File No.
0-23264, as amended, and in the Registration Statement on Form S-1,
File No. 33-73218, as amended.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing such reports and documents.
For purposes of this Registration Statement, any statement contained in a
report, document or appendix incorporated or deemed to be incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded to the extent that a statement contained in this Registration
Statement or in any subsequently filed report, document or appendix which also
is or is deemed incorporated by reference modifies or supersedes such statement
in such report, document or appendix. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Upon the written or oral request of any person to whom this Registration
Statement has been delivered, the Company will provide without charge to such
person a copy of any and all of the information (excluding exhibits thereto
unless such exhibits are specifically incorporated by reference into such
information) that has been incorporated by reference into this Registration
Statement but not delivered herewith. Requests should be directed to Howard L.
Schrott at the following address and telephone number: 950 North Meridian
Street, Suite 1200, Indianapolis, Indiana 46204, (317) 266-0100.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the Class A Common Stock offered
hereby will be passed on for the Company by Bose McKinney & Evans,
Indianapolis, Indiana. Ronald E. Elberger, a partner in Bose McKinney & Evans,
is an officer of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is an Indiana corporation. Chapter 37 of The Indiana Business
Corporation Law (the "IBCL") requires a corporation, unless its articles of
incorporation provide otherwise, to indemnify a director or an officer of the
corporation who is wholly successful, on the merits or otherwise, in the
defense of any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative and whether formal or
informal, against reasonable expenses, including counsel fees, incurred in
connection with the proceeding. The Company's Articles of Incorporation do not
contain any provision prohibiting such indemnification. The Company's
Amended and Restated Articles of Incorporation expressly require such
indemnification.
The IBCL also permits a corporation to indemnify a director, officer,
employee or agent who is made a party to a proceeding because the person was a
director, officer, employee or agent of the corporation against liability
incurred in the proceeding if (i) the individual's conduct was in good faith
and (ii) the individual reasonably believed (A) in the case of conduct in the
individual 's official capacity with the corporation that the conduct was in
the corporation's best interests and (B) in all other cases that the
individual's conduct was at least not opposed to the corporation's best
interests and (iii) in the case of a criminal proceeding, the individual either
(A) had reasonable cause to believe the individual's conduct was lawful or (B)
had no reasonable cause to believe the individual's conduct was unlawful. The
IBCL also permits a corporation to pay for or reimburse reasonable expenses
incurred before the final disposition of the proceeding and permits a court of
competent jurisdiction to order a corporation to indemnify a director or
officer if the court determines that the person is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances, whether
or not the person met the standards for indemnification otherwise provided in
the IBCL.
The Company's Amended and Restated Articles of Incorporation generally
provide that any director or officer of the Company or any person who is
serving at the request of the Company as a director, officer, employee or agent
of another entity shall be indemnified and held harmless by the Company to the
fullest extent authorized by the IBCL. The Amended and Restated Articles of
Incorporation also provide such persons with certain rights to be paid by the
Company the expenses incurred in defending proceedings in advance of their
final disposition and authorize the Company to maintain insurance to protect
itself and any director, officer, employee or agent of the Company or any
person who is or was serving at the request of the Company as a director,
officer, partner, trustee, employee or agent of another entity against expense,
liability or loss, whether or not the Company would have the power to indemnify
such person against such expense, liability or loss under the Amended and
Restated Articles of Incorporation.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Amended and Restated Articles of Incorporation of Emmis Broadcasting
Corporation, incorporated by reference to Exhibit 2.3 to the Company's
Registration Statement on Form S-1, File No. 33-73218, as amended.
4.2 Amended and Restated Bylaws of Emmis Broadcasting Corporation,
incorporated by reference to Exhibit 2.4 to the Company's Quarterly
Report on Form 10-Q, for the fiscal period ended May 31, 1995.
5 Opinion and consent of Bose McKinney & Evans regarding the legality of
the securities being registered.
15 Letter re: unaudited interim financial information.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Bose McKinney & Evans (included in Exhibit 5).
24 Powers of Attorney.
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;
(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) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(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.
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<PAGE>
(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.
(4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any
financial statements required by Rule 3-19 to Regulation S-X at the start
of any delayed offering or throughout a continuous offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
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 registrantwill, 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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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Indianapolis, Indiana, on October 23, 1996.
EMMIS BROADCASTING CORPORATION
By: /s/ Norman H. Gurwitz
--------------------------
Norman H. Gurwitz
Vice President, Corporate
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on October 23, 1996, by the following
persons in the capacities indicated.
SIGNATURE TITLE
Jeffrey H. Smulyan*
----------------------- Director, Chairman of the Board and
Jeffrey H. Smulyan President (Principal Executive Officer)
Doyle L. Rose*
----------------------- Director and Radio Division President
Doyle L. Rose
Richard A. Leventhal*
----------------------- Director
Richard A. Leventhal
Lawrence B. Sorrel*
----------------------- Director
Lawrence B. Sorrel
Susan B. Bayh*
----------------------- Director
Susan B. Bayh
Gary L. Kaseff*
----------------------- Director
Gary L. Kaseff
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<PAGE>
Howard L. Schrott* Vice President, Chief Financial Officer
----------------------- and Treasurer
Howard L. Schrott (Principal Financial Officer and Principal
Accounting Officer)
*By: /s/ Norman H. Gurwitz
-----------------------
Norman H. Gurwitz
Attorney-in-Fact
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BOSE MCKINNEY & EVANS
2700 First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, Indiana 46240
(317) 684-5000
October 23, 1996
Emmis Broadcasting Corporation
950 North Meridian Street, Suite 1200
Indianapolis, Indiana 46204
Dear Sirs:
We are acting as counsel to Emmis Broadcasting Corporation, an Indiana
corporation (the "Company"), in connection with the shelf registration by the
Company of shares of the Company's Class A Common Stock, par value $.01 per
share and Class B Common Stock, par value $.01 per share (collectively, the
"Common Stock") to be sold by the Company in connection with certain of the
Company's Stock Option Plans (the "Plans"). The Common Stock is the subject
of a Registration Statement, as amended (the "Registration Statement") filed
by the Company on Form S-8 under the Securities Act of 1933, as amended.
We have examined photostatic copies of the Company's Amended and Restated
Articles of Incorporation and Amended and Restated Bylaws and such other
documents and instruments as we have deemed necessary to enable us to render
the opinion set forth below. We have assumed the conformity to the originals
of all documents submitted to us as photostatic copies, the authenticity of the
originals of such documents, and the genuineness of all signatures appearing
thereon.
Based upon and subject to the foregoing, it is our opinion that the Common
Stock has been duly authorized by all necessary corporate action of the Company
and when (a) the applicable provisions of the Securities Act of 1933 and such
state "blue sky" or securities laws as may be applicable have been complied
with and (b) any shares of Common Stock to be issued by the Company have been
issued and delivered as described in the Plans, such shares of Common Stock
will be legally issued, fully paid, and nonassessable.
We do not hold ourselves out as being conversant with the laws of any
jurisdiction other than the federal laws of the United States and the laws of
the State of Indiana and, therefore, this opinion is limited to such laws of
those jurisdictions.
We consent to the filing of this opinion as an exhibit to the Registration
Statement on Form S-8 filed under the Securities Act of 1933 relating to the
Common Stock.
Very truly yours,
BOSE McKINNEY & EVANS
October 23, 1996
Mr. Howard Schrott
Chief Financial Officer
Emmis Broadcasting Corporation
950 N. Meridian Street, Suite 1200
Indianapolis, Indiana 46204
Dear Mr. Schrott
We are aware that Emmis Broadcasting Corporation has incorporated by reference
in its Registration Statement on Form S-8 filed on October 23, 1996, its Form
10-Q for the quarters ended May 31, 1996 and August 31, 1996, which includes
our reports dated June 25, 1996, and September 24, 1996, covering the unaudited
interim financial information contained therein. Pursuant to Regulation C of
the Securities Act of 1933, those reports are not considered a part of the
registration statement prepared or certified by our firm or a report prepared
or certified by our firm within the meaning of Sections 7 and 11 of the Act.
Very truly yours,
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 28, 1996, in
the Company's Form 10-K for the year ended February 29, 1996, and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Indianapolis, Indiana,
October 21, 1996.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below, hereby constitutes and appoints Howard L. Schrott and Norman H.
Gurwitz, or either of them, his attorneys-in-fact and agents, with full power
of substitution and resubstitution for him in any and all capacities, to sign
a Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") for the registration of certain shares of Class A
Common Stock (the "Securities") of Emmis Broadcasting Corporation (the
"Company") offered pursuant to certain of the Company's employee benefit plans
and any or all pre-effective amendments or post-effective amendments to the
Registration Statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto each of such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying and confirming
all that each of such attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereto.
Dated: 6-25-96 /s/ Jeffrey H. Smulyan
--------------------------
Jeffrey H. Smulyan
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below, hereby constitutes and appoints Jeffrey H. Smulyan, Howard L.
Schrott and Norman H. Gurwitz, or any of them, his attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in any and
all capacities, to sign a Registration Statement on Form S-8 under the
Securities Act of 1933 (the "Registration Statement") for the registration of
certain shares of Class A Common Stock (the "Securities") of Emmis Broadcasting
Corporation (the "Company") offered pursuant to certain of the Company's
employee benefit plans and any or all pre-effective amendments or post-
effective amendments to the Registration Statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of such attorneys-in-
fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary in connection with such matters and hereby
ratifying and confirming all that each of such attorneys-in-fact and agents or
his substitute or substitutes may do or cause to be done by virtue hereto.
Dated: 6/25/96 /s/ Richard A. Leventhal
--------------------------
Richard A. Leventhal
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below, hereby constitutes and appoints Jeffrey H. Smulyan, Howard L.
Schrott and Norman H. Gurwitz, or any of them, his attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in any and
all capacities, to sign a Registration Statement on Form S-8 under the
Securities Act of 1933 (the "Registration Statement") for the registration of
certain shares of Class A Common Stock (the "Securities") of Emmis Broadcasting
Corporation (the "Company") offered pursuant to certain of the Company's
employee benefit plans and any or all pre-effective amendments or post-
effective amendments to the Registration Statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of such attorneys-in-
fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary in connection with such matters and hereby
ratifying and confirming all that each of such attorneys- in-fact and agents or
his substitute or substitutes may do or cause to be done by virtue hereto.
Dated: 6/25/96 /s/ Doyle L. Rose
--------------------------
Doyle L. Rose
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below, hereby constitutes and appoints Jeffrey H. Smulyan, Howard L.
Schrott and Norman H. Gurwitz, or any of them, his attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in any and
all capacities, to sign a Registration Statement on Form S-8 under the
Securities Act of 1933 (the "Registration Statement") for the registration of
certain shares of Class A Common Stock (the "Securities") of Emmis Broadcasting
Corporation (the "Company") offered pursuant to certain of the Company's
employee benefit plans and any or all pre-effective amendments or post-
effective amendments to the Registration Statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of such attorneys-in-
fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary in connection with such matters and hereby
ratifying and confirming all that each of such attorneys-in-fact and agents or
his substitute or substitutes may do or cause to be done by virtue hereto.
Dated: 6/25/96 /s/ Susan B. Bayh
--------------------------
Susan B. Bayh
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below, hereby constitutes and appoints Jeffrey H. Smulyan, Howard L.
Schrott and Norman H. Gurwitz, or any of them, his attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in any and
all capacities, to sign a Registration Statement on Form S-8 under the
Securities Act of 1933 (the "Registration Statement") for the registration of
certain shares of Class A Common Stock (the "Securities") of Emmis Broadcasting
Corporation (the "Company") offered pursuant to certain of the Company's
employee benefit plans and any or all pre-effective amendments or post-
effective amendments to the Registration Statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of such attorneys-in-
fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary in connection with such matters and hereby
ratifying and confirming all that each of such attorneys-in-fact and agents or
his substitute or substitutes may do or cause to be done by virtue hereto.
Dated: June 25, 1996 /s/ Gary L. Kaseff
--------------------------
Gary L. Kaseff
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below, hereby constitutes and appoints Jeffrey H. Smulyan and Norman
H. Gurwitz, or either of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all capacities, to
sign a Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") for the registration of certain shares of Class A
Common Stock (the "Securities") of Emmis Broadcasting Corporation (the
"Company") offered pursuant to certain of the Company's employee benefit plans
and any or all pre-effective amendments or post-effective amendments to the
Registration Statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto each of such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying and confirming
all that each of such attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereto.
Dated: 6/25/96 /s/ Howard L. Schrott
--------------------------
Howard L. Schrott
