<PAGE> 1
As filed with the Securities and Exchange Commission on May 8, 2000
REGISTRATION NO. 333-32240
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SPANISH BROADCASTING SYSTEM, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 13-3827791
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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3191 CORAL WAY RAUL ALARCON, JR.
MIAMI, FLORIDA 33145 3191 CORAL WAY
(305) 441-6901 MIAMI, FLORIDA 33145
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, (305) 441-6901
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
EXECUTIVE OFFICES) NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
JASON L. SHRINSKY, ESQ.
WILLIAM E. WALLACE, JR., ESQ.
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
425 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 836-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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(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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED OFFERING PRICE PER SHARE(1) AGGREGATE OFFERING PRICE REGISTRATION FEE (2)
- --------------------------- ------------- ------------------------- ------------------------ --------------------
CLASS A COMMON STOCK 7,387,750 $19.97 $147,533,367.50 $38,948.81
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
(2) Computed in accordance with Rule 457(c) under the Securities Act of 1933.
-----------------------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PROSPECTUS
<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED MAY 8, 2000.
7,387,750 Shares
SPANISH BROADCASTING SYSTEM, INC.
Class A Common Stock
LOGO
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Certain of the selling stockholders identified in this prospectus are
offering for sale from time to time under this prospectus up to an aggregate of
7,387,750 shares of our Class A Common Stock, which were originally issued to
the selling stockholders as shares of Class B Common Stock pursuant to 1994 and
1997 warrants. The selling stockholders may sell these shares as converted to
shares of Class A Common Stock from time to time on the over-the-counter market
in regular brokerage transactions or in privately negotiated transactions. For
additional information on the methods of sale, you should refer to the section
entitled "Plan of Distribution" on page 9 of this prospectus. We will not
receive any portion of the proceeds from the sale of these shares by the selling
stockholders.
We are authorized to issue Class A Common Stock and Class B Common Stock.
The rights of each class are essentially identical, except that each share of
Class A Common Stock entitles its holder to one vote per share and each share of
Class B Common Stock entitles its holder to ten votes per share.
Our shares of Class A Common Stock are quoted on The Nasdaq Stock Market's
National Market under the symbol "SBSA". The shares of our Class A Common Stock
offered for the account of the selling stockholders will be offered at the
market price on the day of sale. On May 5, 2000, the last reported sale price
of our Class A Common Stock was $18.00 per share.
INVESTING IN OUR CLASS A COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 1.
This is not an underwritten offering.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is May , 2000.
<PAGE> 3
TABLE OF CONTENTS
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PAGE
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RISK FACTORS.....................................................................................................1
USE OF PROCEEDS..................................................................................................6
SELLING STOCKHOLDERS.............................................................................................6
PLAN OF DISTRIBUTION.............................................................................................9
LEGAL MATTERS....................................................................................................9
EXPERTS..........................................................................................................9
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.................................................................10
WHERE YOU CAN FIND MORE INFORMATION.............................................................................10
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- - Spanish Broadcasting System, Inc., founded in 1983 and incorporated in the
State of Delaware in 1994, is the second largest Spanish-language radio
broadcasting company in the United States. Our principal executive offices
are located at 3191 Coral Way, Miami, Florida 33145 and our telephone
number is (305) 441-6901.
- - All references to "we", "us", "our", "SBS" or "our Company" in this
prospectus mean Spanish Broadcasting System, Inc., a Delaware corporation,
and all entities owned or controlled by Spanish Broadcasting System, Inc.
i
<PAGE> 4
RISK FACTORS
You should carefully consider the following factors and other information
in this prospectus before deciding to invest in our shares of Class A Common
Stock.
You should rely only on the information contained in this prospectus or to
which we have referred you. We have not authorized anyone to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. The
information in this prospectus may only be accurate on the date of this
prospectus.
Sections of this prospectus contain forward-looking statements, including,
without limitation, statements concerning possible or assumed future results of
operations of SBS preceded by, followed by or that include the words "believes,"
"expects," "anticipates," "estimates," "intends," "plans" or similar
expressions. For those statements, we claim the protection of the safe harbor
for forward-looking statements contained in the U.S. Private Securities
Litigation Reform Act of 1995.
Forward-looking statements are not guarantees of future performance. They
involve risks, uncertainties and assumptions. You should understand that such
statements made in this section and elsewhere in this prospectus could affect
our future results and could cause those results to differ materially from those
expressed in such forward-looking statements.
DEBT--OUR OUTSTANDING DEBT COULD LIMIT OUR ABILITY TO GROW AND COMPETE.
As of December 26, 1999, we had outstanding long term debt (including
current portions) of approximately $237.0 million and a stockholders' equity of
$266.9 million.
Our level of debt could have several important consequences to the holders
of our securities, including the following:
- a significant portion of our cash flow from operations will be
dedicated to servicing our debt obligations and will not be available
for operations, future business opportunities or other purposes;
- our ability to obtain additional financing in the future for working
capital, capital expenditures, acquisitions, general corporate or
other purposes may be limited; and
- our debt could make us more vulnerable to economic downturns, limit
our ability to withstand competitive pressures and reduce our
flexibility in responding to changing business and economic
conditions.
Our ability to satisfy all of our debt obligations depends upon our future
operating performance. Our operating performance will be affected by prevailing
economic conditions and financial, business and other factors, some of which are
beyond our control. We believe that our operating cash flow will be sufficient
to meet our operating expenses and to service our debt requirements as they
become due. However, if we are unable to pay our debts, whether upon
acceleration of our debt or in the ordinary course of business, we will be
forced to pursue alternative strategies such as selling assets, restructuring
our debt, or seeking additional equity capital. We cannot assure you that we can
successfully complete any of these strategies on satisfactory terms or that the
approval of the FCC could be obtained on a timely basis, or at all, for the
transfer of any of the stations' licenses in connection with a proposed sale of
assets.
RESTRICTIONS IMPOSED BY OUR DEBT--THE TERMS OF OUR DEBT RESTRICT US FROM
ENGAGING IN MANY ACTIVITIES AND REQUIRE US TO SATISFY VARIOUS FINANCIAL TESTS.
The indenture governing our 9 5/8% senior subordinated notes contains
covenants that restrict, among other things, our ability to:
<PAGE> 5
- incur additional debt;
- create liens;
- pay dividends, distributions or make other specified restricted
payments;
- sell assets;
- enter into transactions with affiliates;
- sell capital stock of our subsidiaries; and
- merge or consolidate with any other person or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of our
assets.
If an event of default occurs under this indenture, the noteholders could
elect to declare all amounts outstanding under the indenture, together with
accrued interest, to be immediately due and payable. In addition, there is a
change of control provision in the indenture which would require us to make an
offer to repurchase all of our notes in the event that we experience a change of
control.
HISTORY OF NET LOSSES--WE HAVE EXPERIENCED NET LOSSES IN THE PAST AND TO THE
EXTENT THAT WE EXPERIENCE LOSSES IN THE FUTURE, OUR ABILITY TO RAISE CAPITAL AND
THE MARKET PRICES OF OUR SECURITIES, INCLUDING OUR COMMON STOCK AND SENIOR
SUBORDINATED NOTES, COULD BE ADVERSELY AFFECTED.
We experienced a net loss in fiscal year 1997. The primary reasons for this
loss were interest expense and significant charges for depreciation and
amortization related to the acquisition of radio stations and refinancing costs.
If we acquire additional stations, these charges will probably increase.
We cannot assure you that we will sustain profitability. Failure to sustain
profitability may adversely affect the market price of our common stock, which
in turn may adversely affect our ability to raise additional equity capital and
to incur additional debt.
IMPORTANCE OF THE NEW YORK AND MIAMI MARKETS--A LARGE PORTION OF OUR NET
BROADCAST REVENUE AND BROADCAST CASH FLOW COMES FROM THESE MARKETS.
Based upon the stations we owned and operated as of December 26, 1999, our
radio stations in New York and Miami collectively accounted for 66.0% of our net
broadcast revenue and for 73.0% of our broadcast cash flow for the three-month
period ended December 26, 1999. A significant decline in net broadcast revenue
or broadcast cash flow from our stations in any of these markets could have a
material adverse effect on our financial position and results of operations.
DEPENDENCE ON KEY PERSONNEL--LOSS OF KEY PERSONNEL COULD ADVERSELY AFFECT OUR
BUSINESS.
Our business depends upon the efforts, abilities and expertise of our
executive officers and other key employees, including Raul Alarcon, Jr., our
Chairman of the Board of Directors and Chief Executive Officer. The loss of any
of these officers and key employees could have a material adverse effect on our
business. We do not maintain key life insurance on any of our personnel.
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COMPETITION--WE COMPETE FOR ADVERTISING REVENUE WITH OTHER RADIO GROUPS AS WELL
AS TELEVISION AND OTHER MEDIA, MANY OPERATORS OF WHICH HAVE GREATER RESOURCES
THAN WE DO.
Broadcasting is a highly competitive business. Our radio stations compete
in their respective markets for audiences and advertising revenues with other
radio stations of all formats, as well as with other media, such as newspapers,
magazines, television, cable television, outdoor advertising, the Internet and
direct mail. As a result of this competition, our stations' audience ratings and
market shares may decline and any adverse change in a particular market could
have a material adverse effect on the revenue of our stations located in that
market.
Although we believe that each of our stations is able to compete
effectively in its respective market, we cannot assure you that any station will
be able to maintain or increase its current audience ratings and advertising
revenues. Radio stations can change formats quickly. Any other radio station
currently broadcasting could shift its format to duplicate the format of any of
our stations. If a station converts its programming to a format similar to that
of one of our stations, or if one of our competitors strengthens its operations,
the ratings and broadcast cash flow of our station in that market could be
adversely affected. In addition, other radio companies which are larger and have
more resources may also enter markets in which we operate.
RISKS OF ACQUISITION STRATEGY--OUR GROWTH DEPENDS ON SUCCESSFULLY EXECUTING OUR
ACQUISITION STRATEGY.
We intend to grow by acquiring radio stations primarily in the largest U.S.
Hispanic markets. We cannot assure you that our acquisition strategy will be
successful. Our acquisition strategy is subject to a number of risks, including,
but not limited to:
- acquired stations may not increase our broadcast cash flow or yield
other anticipated benefits;
- required regulatory approvals may result in unanticipated delays in
completing acquisitions;
- we may have difficulty managing our rapid growth; and
- we may be required to raise additional financing and our ability to do
so is limited by the terms of our debt instruments.
CONTROLLING STOCKHOLDER--OUR CHAIRMAN AND CEO HAS MAJORITY CONTROL.
Raul Alarcon, Jr., our Chairman of the Board of Directors and Chief
Executive Officer, owns shares of Class A and Class B Common Stock having
approximately 84% of the combined voting power of our outstanding shares of
common stock, as of the date of this prospectus. Accordingly, Mr. Alarcon, Jr.
has the ability to elect all of our directors and will effectively have control
of our policies and affairs. This control may discourage certain types of
transactions involving an actual or potential change of control of SBS such as a
merger or sale of SBS.
TECHNOLOGY CHANGES, NEW SERVICES AND EVOLVING STANDARDS--WE MUST BE ABLE TO
RESPOND TO RAPIDLY CHANGING TECHNOLOGY, SERVICES AND STANDARDS WHICH
CHARACTERIZE OUR INDUSTRY IN ORDER TO REMAIN COMPETITIVE.
The FCC is considering ways to introduce new technologies to the radio
broadcast industry, including satellite and terrestrial delivery of digital
audio broadcasting, and the standardization of available technologies which
significantly enhance the sound quality of AM and FM broadcasts. We cannot
predict the effect new technology of this nature will have on our financial
condition and the results of our operations. Several new media technologies are
being developed, including the following:
- cable television operators have introduced a service commonly referred
to as "cable radio" which provides cable television subscribers with
several high-quality channels of music, news and other information;
- the Internet is poised to offer new and diverse forms of program
distribution;
3
<PAGE> 7
- direct satellite broadcast television companies are supplying
subscribers with several high quality music channels;
- the introduction of satellite digital audio radio technology could
result in new satellite radio services with sound quality equivalent
to that of compact discs; and
- the introduction of in-band on-channel digital radio could provide
multi-channel, multi-format digital radio services in the same
bandwidth currently occupied by traditional AM and FM radio services.
GOVERNMENT REGULATION--OUR BUSINESS DEPENDS ON MAINTAINING OUR FCC LICENSES. WE
CANNOT ASSURE YOU THAT WE WILL BE ABLE TO MAINTAIN THESE LICENSES.
The domestic broadcasting industry is subject to extensive federal
regulation which, among other things, requires approval by the FCC for the
issuance, renewal, transfer and assignment of broadcasting station operating
licenses and limits the number of broadcasting properties we may acquire.
Federal regulations create significant new opportunities for broadcasting
companies but also create uncertainties as to how these regulations will be
interpreted and enforced by the courts.
Our success depends in part on acquiring and maintaining broadcast licenses
issued by the FCC, which are typically issued for a maximum term of eight years
and are subject to renewal. While we believe that the FCC will approve
applications for renewal of our existing broadcasting licenses when made, we
cannot guarantee that pending or future renewal applications submitted by us
will be approved, or that renewals will not include conditions or qualifications
that could adversely affect our operations. Although we may apply to renew our
FCC licenses, interested third parties may challenge our renewal applications.
In addition, if we or any of our stockholders, officers, or directors violate
the FCC's rules and regulations or the Communications Act of 1934, or are
convicted of a felony, the FCC may commence a proceeding to impose sanctions
upon us. Examples of possible sanctions include the imposition of fines; the
revocation of our broadcast licenses; or the renewal of one or more of our
broadcasting licenses for a term of fewer than eight years. If the FCC were to
issue an order denying a license renewal application or revoking a license, we
would be required to cease operating the radio station covered by the license
only after we had exhausted administrative and judicial review without success.
The radio broadcasting industry is subject to extensive and changing
federal regulation. Among other things, the Communications Act and FCC rules and
policies limit the number of broadcasting properties that any person or entity
may own (directly or by attribution) in any market and require FCC approval for
transfers of control and assignments. The filing of petitions or complaints
against SBS or any FCC licensee from which we acquire a station could result in
the FCC delaying the grant of, or refusing to grant or imposing conditions on
its consent to the assignment or transfer of licenses. The Communications Act
and FCC rules also impose limitations on non-U.S. ownership and voting of the
capital stock of SBS.
Moreover, governmental regulations and policies may change over time and we
cannot assure you that those changes would not have a material impact upon our
business, financial position or results of operations.
ANTITRUST MATTERS--WE MAY FACE REGULATORY REVIEW FOR ADDITIONAL ACQUISITIONS IN
OUR EXISTING MARKETS AND, POTENTIALLY, NEW MARKETS.
An important part of our growth strategy is the acquisition of additional
radio stations. After the passage of the Telecommunications Act of 1996, the
U.S. Department of Justice has become more aggressive in reviewing proposed
acquisitions of radio stations and radio station networks. The Justice
Department is particularly concerned when the proposed buyer already owns one or
more radio stations in the market of the station it is seeking to buy. Recently,
the Justice Department has challenged a number of radio broadcasting
transactions. Some of those challenges ultimately resulted in consent decrees
requiring, among other things, divestitures of certain stations. In general, the
Justice Department has more closely scrutinized radio broadcasting acquisitions
that result in market shares in excess of 40%
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<PAGE> 8
of local radio advertising revenue. Similarly, the FCC has announced new
procedures to review proposed radio broadcasting transactions even if the
proposed acquisition otherwise complies with the FCC's ownership limitations. In
particular, the FCC may invite public comment on proposed radio transactions
that the FCC believes, based on its initial analysis, may present ownership
concentration concerns in a particular local radio market.
RECESSION OR DOWNTURN IN THE ECONOMY--NATIONAL OR REGIONAL RECESSIONS COULD
IMPAIR OUR REVENUES.
Our broadcasting revenues could be adversely affected by a recession or
downturn in the United States economy since advertising expenditures generally
decrease as the economy slows down. In addition, our operating results in
individual geographic markets could be adversely affected by local or regional
economic downturns. Our broadcasting revenues have been materially adversely
affected by past recessions. Future economic downturns might have a material
adverse effect on our ability to generate advertising revenue and might
materially and adversely affect our financial condition and operating results.
MARKET FLUCTUATION - THE MARKET OF OUR SHARES OF CLASS A COMMON STOCK MAY
FLUCTUATE SIGNIFICANTLY.
The stock market in general has recently experienced extreme price
fluctuations, which has often been unrelated to the operating performance of the
affected companies. We believe that the principal factors that may cause price
fluctuations in our shares of Class A Common Stock are:
- fluctuations in our financial results;
- general conditions or developments in the radio industry, televison
and other media, and the worldwide economy;
- sales of our common stock into the marketplace;
- a shortfall in revenue, gross margin, earnings or other financial
results from operations or changes in analysts' expectations; and
- developments in our relationships with our customers and suppliers.
We cannot assure you that the market price of our Class A Common Stock will
not experience significant fluctuations in the future, including fluctuations
that are adverse and unrelated to our performance.
SHARES OF COMMON STOCK ELIGIBLE FOR CURRENT OR FUTURE SALE--CURRENT OR FUTURE
SALES BY EXISTING STOCKHOLDERS COULD DEPRESS THE MARKET PRICE OF OUR CLASS A
COMMON STOCK.
The market price of our Class A Common Stock could drop as a result of
sales of a large number of shares of Class A Common Stock by our existing
stockholders in this offering or after this offering or of Class B Common Stock
(convertible into Class A Common Stock) after this offering, or the perception
that these sales may occur. These factors could make it more difficult for us to
raise funds through future offerings of our Class A Common Stock.
As of the date of this prospectus, there are 32,399,760 shares of Class A
Common Stock and 27,816,900 shares of Class B Common Stock outstanding. The
shares of Class A Common Stock sold in this offering will be freely tradeable
without restriction, except for any shares acquired by one of our affiliates,
which can be sold under Rule 144 of the Securities Act of 1933 subject to
certain volume and other restrictions.
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<PAGE> 9
YEAR 2000 - COMPUTER PROBLEMS IN THE YEAR 2000 MAY RESULT IN LOSSES.
We rely, directly and indirectly, on information technology systems to
operate our radio stations, provide our radio stations with up-to-date news and
perform a variety of administrative services, including accounting, financial
reporting, advertiser spot scheduling, payroll and invoicing. We also use
non-information technology systems, such as microchips, for dating and other
automated functions. Although we believe that our critical systems are year 2000
compliant, one of our potential year 2000 risks is that third parties with whom
we deal may fail to be year 2000 compliant. For example, if our programming
suppliers or key advertisers experience significant disruptions in their
businesses because of the year 2000 problem, we may lose access to programming
and significant advertising revenue. However, as of the date of this prospectus,
we have not experienced any problems relating to the year 2000.
USE OF PROCEEDS
The proceeds from the sale of shares of our Class A Common Stock under this
prospectus are solely for the account of the selling stockholders. Accordingly,
we will not receive any proceeds from the sale of the shares being sold by the
selling stockholders under this prospectus.
SELLING STOCKHOLDERS
The following table sets forth as of the date of this prospectus certain
information known to us with respect to the beneficial ownership of the shares
of Class A Common Stock being sold by each selling stockholder. The following
table assumes that the selling stockholders will sell all of the shares being
offered for their account by this prospectus, which were issued to them pursuant
to warrants under separate common stock registration rights and stockholders
agreements entered into in 1994 and 1997, respectively. However, we are unable
to determine the exact number of shares that actually will be sold.
The number and percentage of shares beneficially owned is based on
32,399,760 shares of Class A Common Stock issued and outstanding as of the date
of this prospectus, determined in accordance with Rule 13d-3 of the Securities
Exchange Act of 1934, and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rule, beneficial
ownership includes any shares as to which the individual has sole or shared
voting power or investment power and also any shares which the individual has
the right to acquire within 60 days from the date of this prospectus through the
exercise of any stock option or other rights.
The following table sets forth with respect to each of the selling
stockholders (1) the number of shares of Class A Common Stock owned by that
selling stockholder prior to this offering, (2) the maximum number of shares of
Class A Common Stock to be sold by that selling stockholder in this offering,
(3) the number of shares of Class A Common Stock that the selling stockholder
will own after completion of this offering if the selling stockholder sells the
maximum number of shares and (4) the percentage of the total outstanding Class A
Common Stock that the selling stockholder will own after completion of this
offering if the selling stockholder sells the maximum number of shares. Upon
completion of this offering, the selling stockholders will own those shares of
Class A Common Stock which they do not sell in this offering.
<TABLE>
<CAPTION>
NUMBER OF
MAXIMUM
NUMBER OF SHARES OF PERCENTAGE OF
NUMBER OF SHARES OF CLASS A COMMON TOTAL CLASS A
SHARES OF CLASS A CLASS A STOCK OWNED COMMON STOCK OWNED
COMMON COMMON STOCK AFTER AFTER
STOCK OWNED TO BE COMPLETION OF COMPLETION
PRIOR TO THIS SOLD IN THIS OF THIS
NAME OF SELLING STOCKHOLDER OFFERING THIS OFFERING OFFERING(1) OFFERING(1)
- ----------------------------------------------------- -------------- --------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Abbott Laboratories Annuity Retirement Plan (2) 2,350 2,350 - -
Activated Communications, L.P. 845,450 845,450 - -
Ameritech Pension Trust (2) 5,450 5,450 - -
</TABLE>
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<TABLE>
<CAPTION>
NUMBER OF
MAXIMUM SHARES OF PERCENTAGE OF
NUMBER OF NUMBER OF CLASS A TOTAL CLASS A
SHARES OF SHARES OF COMMON COMMON
CLASS A CLASS A STOCK OWNED STOCK OWNED
COMMON COMMON AFTER AFTER
STOCK OWNED STOCK TO BE COMPLETION OF COMPLETION
PRIOR TO THIS SOLD IN THIS THIS OF THIS
NAME OF SELLING STOCKHOLDER OFFERING OFFERING OFFERING(1) OFFERING(1)
- ----------------------------------------------------- -------------- ------------ --------------- ----------------
<S> <C> <C> <C> <C>
Andy Heyer 6,450 6,450 - -
Catalyst Partners, L.P. 21,400 21,400 - -
Central States Pension Fund (3) 16,150 16,150 - -
CIBC World Markets Corp. 1,131,950 1,131,950 - -
City of New York Employee's Retirement System High
Yield (4) 75,000 75,000 - -
City of New York Police Pension Fund High Yield (4) 62,500 62,500 - -
Continental Casualty Company 545,000 535,000 10,000 *
CPR (USA) Inc. 52,200 52,200 - -
Credit Suisse Asset Management Income Fund (4) 107,100 107,100 - -
CSAM Strategic Global Income Fund Inc. (4) 35,700 35,700 - -
David Millison 21,400 21,400 - -
Dean Kehler 10,700 10,700 - -
Dreyfus Core Bond Fund 133,750 133,750 - -
Dreyfus High Yield Securities Fund 64,200 64,200 - -
Dreyfus Intermediate Term Income Fund 16,050 16,050 - -
Dreyfus Premier Limited Term High Income Fund 21,400 21,400 - -
ING Baring (U.S.) Capital, LLC 299,600 299,600 - -
Jay Bloom 6,400 6,400 - -
Joseph A. Garcia (5) 60,000 (6) 5,000 55,000 (6) *
Lehman Brothers, Inc. (7) 1,167,700 1,167,700 - -
Leon Wagner and Marsha Wagner 10,700 10,700 - -
LibertyView Funds, L.P. 52,150 52,150 - -
Lincoln National Global Asset Allocation Fund, Inc.
(8) 700 700 - -
MainStay VP Series Fund, Inc. on behalf of its
High Yield Corporate Bond Portfolio (9) 71,950 71,950 - -
Omaha Public School Employee Retirement System (4) 12,600 12,600 - -
Police Officers Pension System of the City of
Houston (9) 850 850 - -
Putnam Asset Allocation Funds - Balanced Portfolio
(8) 4,700 4,700 - -
Putnam Asset Allocation Funds - Conservative
Portfolio (8) 1,600 1,600 - -
Putnam Asset Allocation Funds - Growth Portfolio (8) 1,914 1,914 - -
Putnam Convertible Opportunities and Income Trust (8) 2,100 2,100 - -
Putnam Diversified Income Trust (8) 73,800 73,800 - -
Putnam Funds Trust - Putnam High Yield Trust II (8) 400 400 - -
Putnam High Income Convertible and Bond Fund (8) 2,200 2,200 - -
Putnam High Yield Advantage Fund (8) 121,400 121,400 - -
Putnam High Yield Fixed Income Fund, LLC (10) 1,600 1,600 - -
Putnam High Yield Managed Trust (10) 13,800 13,800 - -
Putnam High Yield Trust (8) 195,050 195,050 - -
Putnam Managed High Yield Trust (8) 4,586 4,586 - -
Putnam Master Income Trust (8) 8,300 8,300 - -
Putnam Master Intermediate Income Trust (8) 5,650 5,650 - -
Putnam Premier Income Trust (8) 21,150 21,150 - -
Putnam Strategic Income Fund (8) 2,100 2,100 - -
</TABLE>
7
<PAGE> 11
<TABLE>
<CAPTION>
NUMBER OF
MAXIMUM SHARES OF PERCENTAGE OF
NUMBER OF NUMBER OF CLASS A TOTAL CLASS A
SHARES OF SHARES OF COMMON COMMON
CLASS A CLASS A STOCK OWNED STOCK OWNED
COMMON COMMON AFTER AFTER
STOCK OWNED STOCK TO BE COMPLETION OF COMPLETION
PRIOR TO THIS SOLD IN THIS THIS OF THIS
NAME OF SELLING STOCKHOLDER OFFERING OFFERING OFFERING(1) OFFERING(1)
- ----------------------------------------------------- -------------- ------------ --------------- ----------------
<S> <C> <C> <C> <C>
Putnam Variable Trust - Putnam VT Diversified Income
Fund (8) 8,850 8,850 - -
Putnam Variable Trust - Putnam VT Global Asset
Allocation Fund (8) 1,700 1,700 - -
Putnam Variable Trust - Putnam VT High Yield Fund (8) 34,750 34,750 - -
Sankaty High Yield Asset Partners, L.P. 595,250 595,250 - -
Arnold Sheiffer (11) 265,150(12) 15,150 250,000(12) *
Southern Farm Bureau Life Insurance Company (2) 2,350 2,350 - -
The Brown & Williamson Master Retirements Trust (9) 12,950 12,950 - -
The MainStay Funds, on behalf of its High Yield
Corporate Bond Fund Series (9) 1,062,300 1,062,300 - -
Travelers Series Fund Inc. - Putnam Diversified
Income Portfolio (8) 1,600 1,600 - -
T. Rowe Price High Yield Fund, Inc. 64,200 64,200 - -
Vail (4) 50,000 50,000 - -
Value Line Aggressive Income Trust 42,800 42,800 - -
Vulcan Materials Company (9) 150 150 - -
- -----------------------------------------------------------------------------------------------------------------------
Total 7,459,250 7,144,250 315,000
</TABLE>
- -------------------------
* Less than 1 percent.
(1) Assumes the maximum number of shares registered in this offering is sold.
(2) The Putnam Advisory Company, Inc. shares the power to vote, dispose of or
direct the voting and disposition of these securities.
(3) State Street Global Advisor, a subsidiary of State Street Bank & Trust,
shares the power to vote, dispose of or direct the voting and disposition
of these securities.
(4) Credit Suisse Asset Management shares the power to vote, dispose of or
direct the voting and disposition of these securities.
(5) Joseph A. Garcia is the Executive Vice President, Chief Financial Officer
and Secretary of SBS.
(6) Includes 50,000 shares of Class A Common Stock issuable upon the exercise
of options that are exercisable immediately and does not include shares
issuable upon exercise of options that have not yet vested.
(7) Roman Martinez IV, a Managing Director for Lehman Brothers, Inc., is a
director of SBS. Lehman Brothers, Inc. acted as lead manager for our
initial public offering of Class A Common Stock, as lead manager for our
offering of 9 5/8% senior subordinated notes due 2009 and as dealer-manager
in connection with the tender offers and consent solicitations for our 11%
and 12 1/2% notes. Lehman Brothers, Inc. has also provided other financial
services to SBS.
(8) Putnam Investment Management, Inc. shares the power to vote, dispose of or
direct the voting and disposition of these securities.
8
<PAGE> 12
(9) MacKay Shields LLC shares the power to vote, dispose of or direct the
voting and disposition of these securities.
(10) Putnam Fiduciary Trust Company shares the power to vote, dispose of or
direct the voting and disposition of these securities.
(11) Arnold Sheiffer was formerly a director of SBS.
(12) Includes 250,000 shares of Class A Common Stock issuable upon the exercise
of options that are exercisable immediatley.
PLAN OF DISTRIBUTION
A total of 7,387,750 shares of our Class A Common Stock may be offered and
sold from time to time by the selling stockholders under this prospectus. Each
selling stockholder will act independently from SBS in making decisions with
respect to the timing, manner and size of each sale. Each selling stockholder
may sell all or a portion of the shares owned by him from time to time through
the Nasdaq National Market and may sell shares of our Class A Common Stock to or
through one or more broker-dealers at prices prevailing on the Nasdaq National
Market at the times of such sales. Each selling stockholder may also make
private sales directly or through one or more broker-dealers. Broker-dealers
participating in such transactions may receive compensation in the form of
discounts, concessions or commissions from the selling stockholder effecting
such sales. The selling stockholders and any broker-dealers who act in
connection with sales of our Class A Common Stock may be deemed to be
"underwriters" as that term is defined in the Securities Act, and any
commissions received by them and profit on any resale of the shares of our Class
A Common Stock might be deemed to be underwriting discounts and commissions
under the Securities Act. In effecting sales, broker-dealers engaged by a
selling stockholder may arrange for other broker-dealers to participate.
The selling stockholders will pay all discounts and selling commissions, if
any, fees and expenses of counsel and other advisors to the selling stockholders
and any other individual expenses incurred in connection with the registration
and sale of the shares of Class A Common Stock, other than the registration fee
payable to the SEC, fees and expenses relating to the registration or
qualification of the shares of Class A Common Stock pursuant to any applicable
state securities or "blue sky" laws and the fees and expenses of our counsel and
independent accountants, which will be paid by us.
LEGAL MATTERS
The validity of the shares of Class A Common Stock being offered by this
prospectus and legal matters regarding FCC issues will be passed upon for us by
Kaye, Scholer, Fierman, Hays & Handler, LLP, New York, New York. Jason L.
Shrinsky, one of our directors, is a partner of Kaye, Scholer, Fierman, Hays &
Handler, LLP, which firm has regularly represented us as our legal counsel and
will continue to do so. Additionally, Mr. Shrinsky received options to purchase
shares of our Class A Common Stock pursuant to our 1999 Stock Option Plan for
Nonemployee Directors. Mr. Shrinsky holds his options for the benefit of his law
firm, Kaye, Scholer, Fierman, Hays & Handler, LLP.
EXPERTS
The consolidated financial statements and schedule of SBS and its
subsidiaries as of September 27, 1998 and September 26, 1999, and for each of
the fiscal years in the three-year period ended September 26, 1999 have been
incorporated by reference herein and in the registration statement in reliance
upon the report of KPMG LLP, independent certified public accountants,
incorporated by reference herein and upon the authority of said firm as
experts in accounting and auditing. The combined financial statements and
additional combining information of Primedia Broadcast Group, Inc. and its
affiliates, for the year ended December 31, 1999, have been incorporated by
reference herein and in the registration statement in reliance upon the report
of Deloitte & Touche, LLP, independent certified public accountants,
incorporated by reference herein and upon the authority of said firm as experts
in accounting and auditing.
9
<PAGE> 13
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference in this prospectus the
information we file with the SEC, which means we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus, and
later information that we file with the SEC will automatically update and
supersede this information.
The following documents we have filed with the SEC are incorporated herein
by reference:
1. our Annual Report on Form 10-K for the year ended September 26,
1999, as amended on January 26, 2000, May 4, 2000 and May 8, 2000;
2. our Current Report on Form 8-K filed on January 28, 2000, as
amended on March 29, 2000;
3. our Quarterly Report on Form 10-Q for the quarter ended December 26,
1999; and
4. the description of our Class A Common Stock, par value $.0001 per
share, included in our registration statement on Form 8-A filed with
the SEC on October 26, 1999, including any amendments or reports
filed for the purpose of updating such description.
All documents or reports we file pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this prospectus and prior to the
termination of this offering will be deemed to be incorporated by reference into
this prospectus and to be a part of this prospectus from the date of the filing
of the document or report. Any statement contained in this prospectus, or in a
document all or a portion of which is incorporated or deemed to be incorporated
by reference in this prospectus, will be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement contained in this
prospectus or in any other subsequently filed document which also is or is
deemed to be incorporated by reference in this prospectus modifies or supersedes
the statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of the registration
statement or this prospectus.
The Company will provide without charge to any person, including any
beneficial owner, to whom this prospectus is delivered, on the written or oral
request of such person, a copy of any or all of the foregoing documents
incorporated by reference (other than exhibits not specifically incorporated by
reference into the texts of such documents). Requests for such documents should
be directed to:
Spanish Broadcasting System, Inc.
3191 Coral Way
Miami, FL 33145
Telephone: (305) 441-6901
Attention: Joseph A. Garcia
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC under the Exchange Act. The file number of our SEC
filings is 33-82114. You may read and copy any document we file with the SEC at
the following SEC public reference rooms:
<TABLE>
<CAPTION>
<S> <C> <C>
Judiciary Plaza
450 Fifth Street, N.W. 500 West Madison Street 7 World Trade Center
Room 1024 14th Floor Suite 1300
Washington, D.C. 20549 Chicago, Illinois 60601 New York, New York 10048
</TABLE>
10
<PAGE> 14
You may obtain information on the operation of the public reference rooms
by calling the SEC at 1-800-SEC-0330. For a fee, the SEC will send copies of any
of our filings to you. In addition, our filed reports, proxy statements and
other information are contained in the Internet website maintained by the SEC.
The address is http://www.sec.gov.
Our Class A Common Stock is quoted on the Nasdaq National Market under the
symbol "SBSA," and our SEC filings can also be read at the following address:
Nasdaq Operations
1735 K Street, N.W.
Washington, D.C. 20006
11
<PAGE> 15
======================================= ======================================
SPANISH BROADCASTING
SYSTEM, INC.
7,387,750 SHARES
CLASS A COMMON STOCK
-----------------------
PROSPECTUS
-----------------------
MAY , 2000
======================================= ======================================
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of estimated expenses in connection
with the sale of the securities being registered by this registration statement.
Securities and Exchange Commission registration fee ... $ 38,948.81
Printing .............................................. 10,000.00
Accounting fees and expenses .......................... 25,000.00
Legal fees and expenses ............................... 25,000.00
Blue sky fees and expenses ............................ 0.00
Miscellaneous ......................................... 10,000.00
-----------
Total ........................................... $108,948.81
===========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or complete 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, partnership, joint venture, trust or other
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 action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Section 145 further
provides that a corporation similarly may indemnify any such person serving in
any such capacity 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, against expenses actually and
reasonably incurred in connection with the defense or settlement of such action
or suit 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 except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court or Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Our third amended and restated certificate of incorporation has a provision
which limits the liability of directors and officers to us to the maximum extent
permitted by Delaware law. The third amended and restated certificate of
incorporation specifies that our directors and officers will not be personally
liable for monetary damages for breach of fiduciary duty as a director or
officer, as applicable. This limitation does not apply to actions by a director
or officer that do not meet the standards of conduct which make it permissible
under the Delaware General Corporation Law for the Company to indemnify such
director or officer.
Our amended and restated bylaws provide for indemnification of directors
and officers (and others) in the manner, under the circumstances and to the
fullest extent permitted by the Delaware General Corporation Law. This generally
authorizes indemnification as to all expenses incurred or imposed as a result of
actions, suits or proceedings if the indemnified parties act in good faith and
in a manner they reasonably believe to be in or not opposed to the best
interests
II-1
<PAGE> 17
of SBS. Upon completion of our initial public offering last fall, each of our
directors entered into an indemnification agreement with us that provides for
indemnification to the fullest extent provided by law. We believe that these
provisions are necessary or useful to attract and retain qualified persons as
directors and officers.
We have obtained insurance for the benefit of our directors and officers
that provides for coverage of up to $100.0 million.
Additionally, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of SBS pursuant to the foregoing provisions, we have been advised that in the
opinion of the SEC 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 SBS 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, we will, unless in the opinion of our counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by us is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES.
(a) EXHIBITS
1.1 Underwriting Agreement with Lehman Brothers Inc. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated
October 27, 1999 (incorporated by reference to Amendment
No. 4 to the Company's Registration Statement on Form S-1,
filed on October 26, 1999).
4.1 Article V of the Third Amended and Restated Certificate of
Incorporation of the Company, dated September 29, 1999
(incorporated by reference to Amendment No. 3 to the
Company's 1999 Registration Statement on Form S-1, filed
on October 6, 1999 (see Exhibit 3.1)).
4.2 Form of stock certificate for the Class A Common Stock of
the Company (incorporated by reference to Amendment No. 3
to the Company's 1999 Registration Statement on Form S-1,
filed on October 6, 1999).
4.3 Common Stock Registration Rights and Stockholders
Agreement dated as of March 15, 1997 among the Company,
certain Management Stockholders named therein and CIBC
Wood Gundy Securities Corp., as Initial Purchaser
(incorporated by reference to the Current Report on Form
8-K, filed March 24, 1996).
4.4 Common Stock Registration Rights and Stockholders
Agreement dated as of June 29, 1994 among the Company,
certain Management Stockholders named therein
(incorporated by reference to the 1994 Registration
Statement on Form S-4).
4.5 Form of Lock-Up Letter Agreement (incorporated by
reference to Amendment No. 4 to the Company's Registration
Statement on Form S-1, filed on December 26, 1999).
5.1 Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP
regarding legality.
23.1 Consent of KPMG LLP.
II-2
<PAGE> 18
23.2 Consent of Kaye, Scholer, Fierman, Hays & Handler, LLP
(included in Exhibit 5.1).
23.3 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included herein).
ITEM 17. 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 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.
2. That, for the purpose of determining any liability under
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 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 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 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.
II-3
<PAGE> 19
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on May 8, 2000.
SPANISH BROADCASTING SYSTEM, INC.
By: *
---------------------------------------
Name: Raul Alarcon, Jr.
Title: Chairman of the Board of Directors,
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 8, 2000. Each person whose signature appears
below hereby authorizes each of Raul Alarcon, Jr. and Joseph A. Garcia, each as
attorney-in-fact, to sign and file in his behalf, individually and in each
capacity stated below, all amendments and post-effective amendments to this
registration statement on Form S-3.
SIGNATURE
* Chairman of the Board of Directors,
---------------------------- Chief Executive Officer and President
Raul Alarcon, Jr. (principal executive officer)
/s/ JOSEPH A. GARCIA Executive Vice President, Chief Financial
---------------------------- Officer, and Secretary (principal financial and
Joseph A. Garcia accounting officer)
* Director
----------------------------
Pablo Raul Alarcon, Sr.
* Director
----------------------------
Jose Grimalt
* Director
----------------------------
Roman Martinez IV
* Director
----------------------------
Jason L. Shrinsky
* The undersigned by signing his name hereto, does hereby sign and execute this
Amendment No. 2 to the Form S-3 Registration Statement on behalf of the above
named officer and directors of the Company pursuant to the Power of Attorney
executed by such officer and directors previously filed with the Securities
and Exchange Commission.
/s/ JOSEPH A. GARCIA
-----------------------------
Joseph A. Garcia
II-4
<PAGE> 20
EXHIBIT INDEX
Exhibit
No.
-------
1.1 Underwriting Agreement with Lehman Brothers Inc. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated
October 27, 1999 (incorporated by reference to Amendment
No. 4 to the Company's Registration Statement on Form S-1,
filed on October 26, 1999).
4.1 Article V of the Third Amended and Restated Certificate of
Incorporation of the Company, dated September 29, 1999
(incorporated by reference to Amendment No. 3 to the
Company's 1999 Registration Statement on Form S-1, filed
on October 6, 1999 (see Exhibit 3.1)).
4.2 Form of stock certificate for the Class A Common Stock of
the Company (incorporated by reference to Amendment No. 3
to the Company's 1999 Registration Statement on Form S-1,
filed on October 6, 1999).
4.3 Common Stock Registration Rights and Stockholders
Agreement dated as of March 15, 1997 among the Company,
certain Management Stockholders named therein and CIBC
Wood Gundy Securities Corp., as Initial Purchaser
(incorporated by reference to the Current Report on Form
8-K, filed March 24, 1996).
4.4 Common Stock Registration Rights and Stockholders
Agreement dated as of June 29, 1994 among the Company,
certain Management Stockholders named therein
(incorporated by reference to the 1994 Registration
Statement on Form S-4).
4.5 Form of Lock-Up Letter Agreement (incorporated by
reference to Amendment No. 4 to the Company's Registration
Statement on Form S-1, filed on October 26, 1999).
5.1 Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP
regarding legality.
23.1 Consent of KPMG LLP.
23.2 Consent of Kaye, Scholer, Fierman, Hays & Handler, LLP
(included in Exhibit 5.1).
23.3 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included herein).
II-5
<PAGE> 1
Exhibit 5.1
[Letterhead of Kaye, Scholer, Fierman, Hays & Handler, LLP]
May 8, 2000
Spanish Broadcasting System, Inc.
3191 Coral Way
Miami, Florida 33145
Re: Spanish Broadcasting System, Inc.-
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Spanish Broadcasting System, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-3 (the "Registration Statement") and any
amendments thereto filed with the Securities and Exchange Commission pursuant
to the provisions of the Securities Act of 1933, relating to the sale of up to
7,387,750 shares of the Company's Class A Common Stock, par value $0.0001 per
share ("Class A Common Stock") by selling stockholders to the public.
In rendering the opinion set forth below, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of such
documents, corporate records, certificates of public officials and other
instruments as we have deemed necessary or advisable for the purpose of
rendering this opinion. In our examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity to the original of all documents submitted to us as copies.
As to various questions of fact material to our opinion, we have relied on the
representations of the Company.
Based on and subject to the foregoing, it is our opinion that:
The shares of Class A Common Stock of the Company to be sold by the
selling stockholders have been duly authorized and will be validly issued,
fully paid and nonassessable.
Our opinions expressed above are limited to the General Corporation Law of
the State of Delaware and the laws of the State of New York and the federal
laws of the United States of America. We express no opinions as to any other
laws, statutes, rules or regulations.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters." 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 Securities Act of 1933 or the rules and regulations of the Securities
and Exchange Commission thereunder.
This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.
Very truly yours,
/s/ Kaye, Scholer, Fierman, Hays
& Handler, LLP
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the use of our report incorporated herein by reference, and to
the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
Miami, Florida
May 8, 2000
<PAGE> 1
Exhibit 23.3
INDEPENDENT AUDITORS'S CONSENT
We consent to the use in this Registration Statement of Spanish Broadcasting
System, Inc. on Form S-3 of our reports dated March 3, 2000 (relating to the
combined financial statements of Primedia Broadcast Group, Inc. and Affiliates
not presented separately herein) appearing in the Prospectus, which is part of
this Registration Statement.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ DELOITTE & TOUCHE LLP
San Juan, Puerto Rico
May 8, 2000
