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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
HISPANIC BROADCASTING CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 99-0113417
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(State of incorporation or Organization) (I.R.S. Employer
Identification No.)
3102 OAK LAWN AVENUE, SUITE 215, DALLAS, TEXAS 75219
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(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), 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), check the following box. / /
Securities Act registration statement file number to which this form
relates: N/A
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
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Class A common stock, $.001 New York Stock Exchange
par value per share
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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ITEM 1. DESCRIPTIONS OF SECURITIES TO BE REGISTERED.
GENERAL
This registration statement relates to the Class A common stock, par
value $.001 per share, of Hispanic Broadcasting Corporation ("Hispanic
Broadcasting") which is to be registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended, and listed on the New York Stock
Exchange ("NYSE"). The Class A common stock is presently quoted on the Nasdaq
National Market System ("Nasdaq"). Upon the commencement of trading of the Class
A common stock on the NYSE, Hispanic Broadcasting intends to withdraw its
inclusion of the Class A common stock on the Nasdaq.
COMMON STOCK
Hispanic Broadcasting's board of directors has the authority to issue
up to 100,000,000 shares of Class A common stock, $.001 par value per share, and
50,000,000 shares of Class B common stock, $.001 par value per share. Hispanic
Broadcasting's board of directors has submitted a proposal to the stockholders
to approve an amendment to Hispanic Broadcasting's Second Amended and Restated
Certificate of Incorporation to increase the authorized number of shares of
Class A common stock from 100,000,000 shares to 175,000,000 shares.
Class A and Class B common stock have identical rights except for
voting rights and certain rights of the Class B common stockholders to convert
their shares into Class A common stock. In the event that our board of directors
declares dividends out of legally available funds, holders of Class A and Class
B common stock are entitled to ratably receive such dividends, subject to the
payment of any preferential dividends with respect to any preferred stock
outstanding at such time. In the event of our liquidation, dissolution or
winding up, holders of Class A and Class B common stock are entitled to share
ratably in any assets available for distribution to stockholders after payment
of all obligations of the company, subject to the payment of any preferential
distributions with respect to any preferred stock outstanding at such time.
Holders of Class A and Class B common stock do not have cumulative
voting rights or preemptive or other rights to acquire or subscribe to
additional, unissued or treasury shares.
CLASS A COMMON STOCK
Holders of the Class A common stock are entitled to one vote per share
on all matters submitted to a vote of the stockholders.
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CLASS B COMMON STOCK
Holders of the Class B common stock have voting rights limited to
certain specified decisions and actions. Specifically, the holders of a majority
of the Class B common stock voting as a single class must grant approval or
consent before we can take any of the following actions:
- sell, lease or otherwise transfer all or substantially all of our
assets;
- effect any merger or consolidation where our stockholders
immediately before such merger or consolidation would not own at
least 50% of the capital stock of the surviving entity;
- effect any reclassification, recapitalization, dissolution,
liquidation or winding up;
- authorize, issue or obligate ourself to issue any shares of
preferred stock;
- make or permit any amendment to the certificate of incorporation
that adversely affects the rights of the holders of our Class B
common stock;
- declare or pay any non-cash dividends on or make any other non-cash
distribution on any class of common stock; or
- make or permit any amendment or modification to the certificate of
incorporation concerning any of our capital stock.
With respect to each of these matters, each share of Class B common
stock is entitled to one vote. These class voting rights will end once Clear
Channel Communications, Inc. ("Clear Channel") and its affiliates own less than
20% of all of our outstanding Class A and Class B common stock.
Only Clear Channel and its affiliates may own shares of Class B common
stock. The outstanding Class B common stock will convert into Class A common
stock automatically upon sale, gift or other transfer to a person or entity
other than Clear Channel or an affiliate of Clear Channel. Each holder of Class
B common stock has the option to convert its Class B common stock into Class A
common stock upon receipt of all required regulatory consents. In addition,
Clear Channel has the option to convert any of its shares of Class A common
stock that it may own from time to time into shares of Class B common stock.
PREFERRED STOCK
Upon obtaining the consent of the holders of Class B common stock as
described in "Common Stock--Class B Common Stock," Hispanic Broadcasting's board
of directors has the authority to issue up to 5,000,000 shares of preferred
stock in one or more series. The board of directors can designate the rights,
preferences, privileges, and qualifications of the preferred
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stock at the time of the issuance, without any further vote or action by the
stockholders. A future issuance of preferred stock could have one or all of the
following effects:
- decrease the amount of earnings and assets available for
distribution to holders of Class A and Class B common stock;
- adversely affect the rights and powers, including voting rights, of
holders of Class A and Class B common stock; and
- delay, defer or prevent a change in control of the company.
There are currently no shares of preferred stock issued or outstanding.
CERTAIN ANTI-TAKEOVER EFFECTS OF CHARTER AND DELAWARE LAW
The voting rights of the Class B stockholders and certain provisions of
the Delaware General Corporation Law may each have the effect of impeding tender
offers, proxy fights, open market purchases or other events which could effect a
change in control of Hispanic Broadcasting.
Hispanic Broadcasting's certificate of incorporation grants holders of
Class B common stock the right to vote separately as a class on certain matters,
including a merger or sale of all or substantially all of Hispanic
Broadcasting's assets. In addition, holders of Class B common stock have the
option to convert their shares into Class A common stock upon receipt of
required regulatory approvals. Thus, Clear Channel and its affiliates, as the
sole owners of Class B common stock, can exert a significant influence over any
potential change in control of Hispanic Broadcasting.
The Delaware General Corporation Law restricts a wide range of
transactions between a corporation and any of its interested stockholders. Under
Delaware law, an interested stockholder generally means any stockholder who
beneficially owns, directly or indirectly, 15% or more of the corporation's
outstanding voting stock. For a period of three years from the time a
stockholder becomes an interested stockholder, such stockholder cannot:
- enter into a merger or consolidation with the corporation;
- acquire more than 10% of the corporation's assets;
- engage in certain transactions which would increase the
proportionate share of stock owned by such stockholder; or
- disproportionately benefit from any loans, advances or other
financial benefits from the corporation.
However, these restrictions do not apply to an interested stockholder
who owned at least
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85% of the corporation's voting stock at the time it initially became an
interested stockholder. Furthermore, the restrictions do not apply if:
- before the person became an interested stockholder, the board of
directors approved either the transaction proposed by the
interested stockholder or the transaction which resulted in the
person becoming an interested stockholder; or
- the business combination is approved by the board of directors and
authorized by the affirmative vote of at least 66 2/3% of the
outstanding voting stock not owned by the interested stockholder.
FOREIGN OWNERSHIP
The Federal Communications Act and certain rules established by the
Federal Communications Commission impose certain restrictions on foreign
ownership of and voting control over our capital stock. Accordingly, our
certificate of incorporation prohibits aliens, foreign governments or non-U.S.
corporations from directly or indirectly owning or acquiring voting control of
more than 25% of our outstanding capital stock. It also prohibits any transfer
of our capital stock which would result in a violation of this prohibition and
authorizes our board of directors to adopt such provisions as it deems necessary
to enforce these prohibitions.
ITEM 2. EXHIBITS.
Not applicable.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
HISPANIC BROADCASTING CORPORATION
Dated: May 8, 2000 By: /s/ Jeffrey T. Hinson
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Jeffrey T. Hinson
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
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