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As filed with the Securities and Exchange Commission on November 30, 2000
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
Registration Statement
Under
The Securities Act of 1933
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CITADEL COMMUNICATIONS CORPORATION
(Exact name of issuer as specified in its charter)
Nevada 86-0748219
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
City Center West
7201 West Lake Mead Boulevard
Suite 400
Las Vegas, Nevada 89128
(Address of principal executive offices) (Zip Code)
Citadel Broadcasting Company 401(k) Retirement Savings Plan
(Full title of plan)
Lawrence R. Wilson
President and Chief Executive Officer
City Center West
7201 West Lake Mead Boulevard
Suite 400
Las Vegas, NV 89128
(Name and address of agent for service)
(702) 804-5200
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
Title of each class Proposed maximum Proposed maximum
of securities to be Amount to be offering price aggregate Amount of
registered registered (1) per share (2) offering price (2) registration fee (2)
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.001 par value 3,000,000 Shares $10.625 $31,875,000 $8,415
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</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
(1) If, as a result of stock splits, stock dividends, or similar transactions,
the number of securities purported to be registered on this registration
statement changes, the provisions of Rule 416 of the Securities Act shall
apply to this registration statement, and this registration statement shall
cover the additional securities resulting from such split, dividend or
similar transaction.
(2) Estimated pursuant to Rule 457(h) of the Securities Act solely for purposes
of calculating amount of registration fee, and computed in accordance with
Rule 457(c) of the Securities Act based upon the average of the high and
low sales prices of the Common Stock of Citadel Communications Corporation
on November 22, 2000, as reported on The Nasdaq Stock Market.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
All information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with the
Note to Part I of Form S-8 and Rule 428 of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities
and Exchange Commission by Citadel Communications Corporation (the "Company" or
the "registrant") and the Citadel Broadcasting Company 401(k) Retirement Savings
Plan (formerly known as the Citadel Communications Corporation 401(k) Retirement
Savings Plan) (the "Plan") under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by reference: (1) the
Company's Annual Report on Form 10-K for the year ended December 31, 1999; (2)
the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March
31, 2000, June 30, 2000 and September 30, 2000; (3) the Company's Amendment to
Quarterly Report on Form 10-Q/A for the fiscal quarter ended March 31, 2000; (4)
the Company's Current Reports on Form 8-K filed on January 6, 2000, January 26,
2000, February 9, 2000, May 1, 2000, July 13, 2000, August 9, 2000 and October
17, 2000; (5) the description of the Company's Common Stock, par value $.001 per
share, contained in the Company's Registration Statement on Form 8-A/A under
Section 12 of the Exchange Act, filed on June 30, 1998, as amended by the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1999 and any further amendment or report filed hereafter for the purpose of
updating such description; and (6) the Plan's Annual Report on Form 11-K for the
year ended December 31, 1999.
All documents filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document all or a
portion of which is incorporated or deemed to be 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 herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.7502 of the Nevada General Corporation Law (the
"NGCL") empowers a corporation to indemnify any person who was or is a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation), by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal proceeding, he had reasonable
cause to believe that his conduct was unlawful.
Section 78.7502 of the NGCL also empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including amounts paid in settlement and attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation unless, and only to the extent
that, the court in which such action or suit was brought or other court of
competent jurisdiction shall determine upon application that in view of all the
circumstances of the case, that despite the adjudication of liability such
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.
Section 78.7502 of the NGCL further provides that, to the
extent that a director or officer of a corporation has been successful on the
merits or otherwise, in the defense of any action, suit or proceeding referred
to above or in the defense of any claim, issue or matter therein, he must be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith. Section 78.751 of the NGCL provides
that
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indemnification provided for by Section 78.7502 of the NGCL shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled,
except that such indemnification may not be made to any director or officer if a
final adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action, unless a court of competent jurisdiction orders otherwise,
utilizing the standard described in the immediately preceding paragraph.
The articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of the officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
the officer or director to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation; these provisions do not affect any rights to advancement of
expenses to which corporate personnel other than officers and directors may be
entitled under any contract or otherwise by law.
Any discretionary indemnification referred to above, unless
ordered by a court or paid as incurred in advance of final disposition upon
receipt of a proper undertaking to repay the same, must be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made: (i) by the stockholders; (ii) by
the board of directors by majority vote of a quorum consisting of directors who
were not parties to the act, suit or proceeding; (iii) if a majority vote of a
quorum consisting of directors who were not parties to the act, suit or
proceeding so orders, by independent legal counsel in a written opinion; or (iv)
if a quorum consisting of directors who were not parties to the act, suit or
proceeding cannot be obtained, by independent legal counsel in a written
opinion.
The Company's Amended and Restated Certificate of
Incorporation provides as follows:
To the full extent permitted by law, the Corporation shall
indemnify any person made or threatened to be made a party
to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that
he or she is or was a director of the Corporation or any
predecessor of the Corporation or serves or served any other
enterprise as director at the request of the Corporation or
any predecessor of the Corporation.
The Company's Bylaws further implement the permissive
provisions of Section 78.751 of the NGCL discussed above.
As permitted by Section 78.037 of the NGCL, the Company's
Amended and Restated Certificate of Incorporation provides as follows:
To the full extent permitted by the General Corporation Law of
the State of Nevada in effect from time to time and to no
greater extent, no officer or member of the Board of Directors
shall be liable for monetary damages
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for breach of fiduciary duty in his or her capacity as an
officer or a director in any action brought by or on behalf of
the Corporation or any of its shareholders.
Section 78.037 currently provides that any such provision of a
corporation's articles of incorporation may not eliminate or limit the liability
of a director or officer for: (a) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law; or (b) the payment of dividends
in violation of the NGCL.
The Company maintains insurance to protect persons entitled to
indemnification pursuant to its Amended and Restated Certificate of
Incorporation and Bylaws and the NGCL against expenses, judgments, fines and
amounts paid in settlement, to the fullest extent permitted by the NGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3(i) to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 1998).
4.2 Amendment to Certificate of Incorporation (incorporated by reference to
Exhibit 3(i) to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 2000).
4.3 Amended and Restated Bylaws of the Company (incorporated by reference
to Exhibit 3(ii) to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1998).
23.1 Consent of KPMG LLP.
23.2 Consent of Dunbar Breitweiser & Company LLP.
23.3 Consent of Dunbar Breitweiser & Company LLP.
23.4 Consent of KPMG LLP.
23.5 Consent of Hines and Company, P.C.
23.6 Consent of KPMG LLP.
24.1 Power of Attorney (included on signature page of this registration
statement).
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99.1 Citadel Broadcasting Company 401(k) Retirement Savings Plan, as
amended and restated to be effective as of January 1, 2001.
The Company hereby undertakes to submit the Plan, or cause the
Plan to be submitted, to the Internal Revenue Service (the "IRS") in a timely
manner and to make all changes required by the IRS in order to qualify the Plan
under Section 401 of the Internal Revenue Code.
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;
(ii) to reflect in the prospectus any facts
or events arising after the effective date of this
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
this registration statement;
(iii) to include any material information
with respect to the plan of distribution not previously
disclosed in this registration statement or any material
change to such information of this registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished with the Securities
and Exchange Commission by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this 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) The undersigned registrant hereby undertakes 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 (and, where applicable, each
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filing of an employee benefit plan's annual report pursuant to 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) 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 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 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.
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Lawrence R. Wilson and Donna L. Heffner, and each of them, as such
person's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, 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 such person
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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 the City of Las Vegas, State of Nevada, on November 30,
2000.
CITADEL COMMUNICATIONS CORPORATION
By: /s/ LAWRENCE R. WILSON
----------------------
Lawrence R. Wilson
Chairman of the Board, Chief
Executive Officer and President
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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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ LAWRENCE R. WILSON Chairman of the Board, Chief November 30, 2000
---------------------------------------- Executive Officer and
Lawrence R. Wilson President (Principal Executive
Officer)
/s/ DONNA L. HEFFNER Vice President and Chief November 30, 2000
---------------------------------------- Financial Officer (Principal
Donna L. Heffner Financial and Accounting Officer)
/s/ ROBERT F. FULLER Director November 30, 2000
---------------------------------------
Robert F. Fuller
/s/ IKE KALANGIS Director November 30, 2000
----------------------------------------
Ike Kalangis
/s/ ROBERT G. LIGGETT, JR. Director November 30, 2000
----------------------------------------
Robert G. Liggett, Jr.
/s/ TED L. SNIDER, SR. Director November 30, 2000
----------------------------------------
Ted L. Snider, Sr.
/s/ JOHN E. VON SCHLEGELL Director November 30, 2000
----------------------------------------
John E. von Schlegell
</TABLE>
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Pursuant to the requirements of the Securities Act of 1933,
the administrator of the Plan has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Las Vegas, State of Nevada, on November 30, 2000.
CITADEL BROADCASTING COMPANY 401(k)
RETIREMENT SAVINGS PLAN
/s/ Donna L. Heffner
-----------------------------------
Donna L. Heffner
9
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CITADEL COMMUNICATIONS CORPORATION
EXHIBIT INDEX*
4.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3(i) to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 1998).
4.2 Amendment to Certificate of Incorporation (incorporated by reference to
Exhibit 3(i) to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 2000).
4.3 Amended and Restated Bylaws of the Company (incorporated by reference
to Exhibit 3(ii) to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1998).
23.1 Consent of KPMG LLP.
23.2 Consent of Dunbar Breitweiser & Company LLP.
23.3 Consent of Dunbar Breitweiser & Company LLP.
23.4 Consent of KPMG LLP.
23.5 Consent of Hines and Company, P.C.
23.6 Consent of KPMG LLP.
24.1 Power of Attorney (included on signature page of this registration
statement).
99.1 Citadel Broadcasting Company 401(k) Retirement Savings Plan, as
amended and restated to be effective as of January 1, 2001.
----------------------
*In case of incorporation by reference to documents filed by the registrant
under the Securities Exchange Act of 1934, as amended, the registrant's file
number under such Act is 000-24515.
