As filed with the Securities and Exchange Commission on May 15, 2009
Registration No. 333-71481
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
(Post-Effective Amendment No. 1)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ENTERCOM COMMUNICATIONS CORP.
(Exact name of registrant as specified in its charter)
Pennsylvania |
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23-1701044 |
(State or other jurisdiction of |
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(I.R.S. Employer |
incorporation or organization) |
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Identification No. |
401 City Avenue, Suite 809 |
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Bala Cynwyd, PA |
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19004 |
(Address of Principal Executive Offices) |
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(Zip Code) |
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
John C. Donlevie
Executive Vice President, Secretary
Entercom Communications Corp.
401 City Avenue, Suite 809
Bala Cynwyd, PA
(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 o |
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Accelerated filer x |
Non-accelerated filer o (Do not check if a smaller reporting company) |
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Smaller reporting company o |
Partial Deregistration of Shares
Entercom Communications Corp. (the Company) is filing this Post-Effective Amendment (the Post-Effective Amendment) in order to withdraw and remove from registration the unissued and unsold shares of Class A Common Stock of the Company, previously registered by the Company pursuant to its Registration Statement on Form S-8 (File No. 333-71481) (the Registration Statement), which relate to the Companys Employee Stock Purchase Plan which has expired (the ESPP Shares). For the avoidance of doubt, this Post-Effective Amendment does not apply to the shares of Class A Common Stock issuable pursuant to the Companys Equity Compensation Plan, which shares were also registered pursuant to the Registration Statement.
This Post-Effective Amendment hereby amends the Registration Statement to deregister all of the unissued and unsold ESPP Shares registered under the Registration Statement. As a result of this deregistration, no ESPP Shares remain registered for sale pursuant to the Registration Statement.
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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 Bala Cynwyd, Pennsylvania, on May 15, 2009.
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Entercom Communications Corp. |
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By: |
/s/ David J. Field |
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David J. Field, President, Chief Executive Officer |
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(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 date indicated.
SIGNATURE |
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CAPACITY |
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DATE |
Principal Executive Officer: |
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/s/ David J. Field |
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President, Chief Executive Officer and a Director |
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May 15, 2009 |
David J. Field |
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Principal Financial Officer: |
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/s/ Stephen F. Fisher |
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Executive Vice President - Operations and |
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May 15, 2009 |
Stephen F. Fisher |
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Chief Financial Officer |
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Principal Accounting Officer: |
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/s/ Eugene D. Levin |
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Vice President, Treasurer and Assistant Secretary |
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May 15, 2009 |
Eugene D. Levin |
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Directors: |
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/s/ Joseph M. Field |
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Chairman of the Board |
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May 15, 2009 |
Joseph M. Field |
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/s/ John C. Donlevie |
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Executive Vice President, Secretary |
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May 15, 2009 |
John C. Donlevie |
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General Counsel and a Director |
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/s/ David J. Berkman |
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Director |
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May 15, 2009 |
David J. Berkman |
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/s/ Daniel E. Gold |
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Director |
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May 15, 2009 |
Daniel E. Gold |
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Director |
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May , 2009 |
Robert S. Wiesenthal |
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/s/ Michael J. Wolf |
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Director |
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May 15, 2009 |
Michael J. Wolf |
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