As filed with the Securities and Exchange Commission on December 13, 2019                

Registration No. 333-_______

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ENTERCOM COMMUNICATIONS CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania   23-1701044

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

2400 Market Street, 4th Floor

Philadelphia, PA

  19103
(Address of Principal Executive Offices)   (Zip Code)

ENTERCOM EQUITY COMPENSATION PLAN

(Full title of the plan)

Andrew P. Sutor, IV

Executive Vice President, Secretary

Entercom Communications Corp.

2400 Market Street, 4th Floor

Philadelphia, PA 19103

(Name and address of agent for service)

(610) 660-5610

(Telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☒    Accelerated filer   ☐
Non-accelerated filer   ☐  (Do not check if a smaller reporting company)    Smaller reporting company   ☐
     Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities
to be Registered 		 

Amount

to be

Registered (1)

 

Proposed

Maximum

Offering Price

Per Share (2)

 

Proposed

Maximum

Aggregate

Offering Price

 

Amount of

Registration Fee

Class A Common Stock, Par Value $0.01 Per Share

 

3,341,106

Shares

  $4.91   $16,404,830.46   $2,129.35

 

 

(1)

Presently, there are 16,282,631 shares authorized under the Entercom Equity Compensation Plan. The Registrant has previously registered an aggregate of 12,941,525 of such shares.

(2)

The registration fee with respect to these shares has been computed in accordance with paragraph (c) of Rule 457, based upon the average of the reported high and low sale prices of shares of Common Stock on the New York Stock Exchange on December 12, 2019.

 

 

 

Registration of Additional Securities

This Registration Statement on Form S-8 of Entercom Communications Corp. (“Entercom”), a Pennsylvania corporation, pertains to 3,341,106 shares of Class A Common Stock, par value $.01 per share. These shares are authorized for issuance under the Entercom Equity Compensation Plan, as amended (the “Plan”). Under the Plan, Entercom may presently issue up to 16,282,631 shares of Class A Common Stock, par value $0.01 per share. Entercom has previously registered an aggregate of 12,941,525 of such shares on Registration Statements on Form S-8 as follows: (i) SEC File No. 333-71481 filed January 29, 1999; (ii) SEC File No. 333-85638 filed April 5, 2002; (iii) SEC File No. 333-141493 filed March 22, 2007; and (iv) SEC File No. 333-221839 filed November 30, 2017 (collectively the “Earlier Registration Statements”).

Pursuant to General Instruction E of Form S-8, the contents of the Earlier Registration Statements are incorporated by reference in this Registration Statement and made a part hereof.

 

Item 3.

Incorporation of Documents by Reference.

The documents listed in (a) through (d) below are incorporated by reference in this registration statement; and all documents subsequently filed by Entercom pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 thereof from the date of filing of such documents:

(a) Entercom’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on February 27, 2019;

(b) Entercom’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019, filed with the SEC on May 3, 2019, August 9, 2019 and November 12, 2019, respectively;

(c) Entercom’s Current Reports on Form 8-K, as filed with the SEC on February 22, 2019, April  8, 2019, April 22, 2019, April  30, 2019, May 1, 2019. May  23, 2019, August 7, 2019, September  27, 2019, October 24, 2019, November 8, 2019; and

(d) the description of Entercom’s Common Stock contained in Entercom’s registration statement on Form 8-A, declared effective by the SEC on September 15, 1998.

 

Item 8.

Exhibits.

 

Exhibit No.

  

Description

5.1    Opinion of Andrew P. Sutor, IV, Esquire
23.1    Consent of PricewaterhouseCoopers LLP
23.2    Consent of Andrew P. Sutor, IV, Esquire (contained in Exhibit 5.1)
24.1    Powers of Attorney (included on the signature page hereto)
99.1+    Amended and Restated Entercom Equity Compensation Plan (incorporated by reference to Exhibit A to Entercom’s Proxy Statement on Schedule 14A filed on March 20, 2014)

 

+

Incorporated by reference

 

1

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 Philadelphia, Commonwealth of Pennsylvania, December 13, 2019.

 

ENTERCOM COMMUNICATIONS CORP.
By:   /s/ David J. Field
  David J. Field,
 

President, Chief Executive Officer

(principal executive officer)

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 dates indicated. Each person whose signature appears below hereby authorizes and appoints David J. Field and Andrew P. Sutor, IV, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, 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 on such person’s behalf, individually and in each capacity stated below, any and all amendments (including pre- and 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, 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, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

SIGNATURE

  

CAPACITY

 

DATE

Principal Executive Officer     

/s/ David J. Field

David J. Field

   President, Chief Executive Officer   December 13, 2019
Principal Financial Officer:     

/s/ Richard J. Schmaeling

Richard J. Schmaeling

   Executive Vice President and Chief Financial Officer   December 13, 2019
Principal Accounting Officer:     

/s/ Elizabeth Bramowski

Elizabeth Bramowski

   Vice President   December 13, 2019
Directors:     

/s/ David J. Field

David J. Field

   Director, Chairman of the Board   December 13, 2019

/s/ Joseph M. Field

Joseph M. Field

   Director, Chairman Emeritus   December 13, 2019

/s/ David J. Berkman

David J. Berkman

   Director   December 13, 2019

 

2

/s/ Sean R. Creamer

Sean R. Creamer

   Director   December 13, 2019

/s/ Joel Hollander

Joel Hollander

   Director   December 13, 2019

/s/ Mark R. LaNeve

Mark R. LaNeve

   Director   December 13, 2019

/s/ David Levy

David Levy

   Director   December 13, 2019

/s/ Susan K. Neely

Susan K. Neely

   Director   December 13, 2019

/s/ Stefan M. Selig

Stefan M. Selig

   Director   December 13, 2019

 

3

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