AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2000
REGISTRATION NO. 333-
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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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SALEM COMMUNICATIONS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-0121400
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
4880 SANTA ROSA ROAD
SUITE 300
CAMARILLO, CA 93012
(805) 987-0400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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SALEM COMMUNICATIONS CORPORATION
1999 STOCK INCENTIVE PLAN
(FULL TITLE OF PLAN)
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JONATHAN L. BLOCK, ESQ.
GENERAL COUNSEL
SALEM COMMUNICATIONS CORPORATION
4880 SANTA ROSA ROAD
SUITE 300
CAMARILLO, CA 93012
(805) 987-0400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE
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Class A common stock, par
value $0.01 per
share.................. 1,000,000 shares $11.0625 $11,062,500 $2,920.50
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(1) Pursuant to Rule 416(a), this Registration Statement also covers such
additional undetermined number of shares of Class A common stock that may be
issued from time to time as a result of the anti-dilution provisions of the
Plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) based on the average of the high and low
prices for the Class A common stock as quoted on the Nasdaq National Market
System on June 26, 2000, which is not more than five (5) business days prior
to the above date of filing.
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INTRODUCTION
This registration statement on Form S-8 (the "Registration Statement") is
filed by Salem Communications Corporation (the "Company") relating to 1,000,000
shares of the Company's Class A common stock, par value $0.01 per share (the
"Common Stock"), issuable to eligible directors, officers, employees,
consultants and advisors of the Company and its affiliates under the Salem
Communications Corporation 1999 Stock Incentive Plan (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
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* Information required by Part I of Form S-8 constituting the requirements of a
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8. Such information is not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which previously have been filed by the Company
with the Commission, are incorporated herein by reference and made a part
hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, as filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2000, as filed with the Commission pursuant to the
Exchange Act;
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1999; and
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1, Registration Number
333-76649, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto that indicates that all securities offered hereunder have been sold or
that deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
For purposes of this Registration Statement, any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any 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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The consolidated financial statements included in the Company's Annual
Report on Form 10-K incorporated herein by reference have been audited by Ernst
& Young LLP, independent public accountants, as indicated in their reports with
respect thereto, and are included herein in reliance upon the authority of said
firm as experts in accounting and auditing in giving said reports.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation and, therefore, is subject to the
Delaware General Corporation Law. Subject to certain limitations, Section 145 of
the Delaware General Corporation Law provides in part that a corporation shall
have power to indemnify any person who was or is a party, or is threatened to be
made a party, to any proceeding (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, 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 such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person 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 such person's conduct was
unlawful.
The Company's Amended and Restated Certificate of Incorporation (filed as
Exhibit 3.01 to the Company's Form S-1 Registration Statement, Registration No.
333-76649) and Bylaws (filed as Exhibit 3.02 to the Company's Form S-1
Registration Statement, Registration No. 333-76649) contain provisions
whereunder the Company will indemnify each of its officers and directors (or
their heirs, executors or administrators, if applicable) and may indemnify any
of its employees or agents to the fullest extent permitted by Delaware law. The
indemnification provisions in the Company's Amended and Restated Certificate of
Incorporation and Bylaws may permit indemnification for liabilities arising
under the Securities Act. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, it is
the Company's understanding that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. The Company maintains insurance on behalf of any
person who is or was a director or officer of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1* Amended and Restated Certificate of Incorporation of the
Company (filed as Exhibit 3.01 to the Company's Registration
Statement No. 333-76649 on Form S-1).
4.2* Bylaws of the Company (filed as Exhibit 3.02 to the
Registration Statement No. 333-76649 on Form S-1).
5 Opinion and Consent of Gibson, Dunn & Crutcher LLP as to the
legality of the securities being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit
5 hereto).
24 Power of Attorney (contained on the signature page hereto).
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* Incorporated herein by reference.
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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 the 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 the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(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 to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the 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 15(d) of the Exchange
Act (and, where applicable, each 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.
(c) 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 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 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.
[SIGNATURE PAGES FOLLOW]
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for a 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 Camarillo, State of California, on this 29th day of June, 2000.
SALEM COMMUNICATIONS CORPORATION
By: /s/ EDWARD G. ATSINGER III
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Edward G. Atsinger III
President, Chief Executive Officer
and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints ERIC H. HALVORSON and JONATHAN L. BLOCK his or
her true and lawful attorneys-in-fact and agents, each acting alone, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, 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 he might or could do in
person, and hereby ratifies and confirms all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on the date indicated.
SIGNATURE TITLE DATE
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/s/ EDWARD G. ATSINGER III President and Chief Executive Officer June 29, 2000
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Edward G. Atsinger III
/s/ DIRK GASTALDO Vice President and Chief Financial Officer June 29, 2000
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Dirk Gastaldo
/s/ EILEEN E. HILL Vice President, Financial Planning and June 29, 2000
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Eileen E. Hill (Principal Accounting Officer)
/s/ EDWARD G. ATSINGER III Director June 29, 2000
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Edward G. Atsinger III
/s/ STUART W. EPPERSON Director June 29, 2000
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Stuart W. Epperson
/s/ ERIC H. HALVORSON Director June 29, 2000
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Eric H. Halvorson
/s/ RICHARD A. RIDDLE Director June 29, 2000
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Richard A. Riddle
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SIGNATURE TITLE DATE
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/s/ ROLAND S. HINZ Director June 29, 2000
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Roland S. Hinz
/s/ DONALD P. HODEL Director June 29, 2000
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Donald P. Hodel
Director June , 2000
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Joseph S. Schuchert
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1* Amended and Restated Certificate of Incorporation of the
Company (filed as Exhibit 3.01 to the Company's Registration
Statement No. 333-76649 on Form S-1).
4.2* Bylaws of the Company (filed as Exhibit 3.02 to the
Registration Statement No. 333-76649 on Form S-1).
5 Opinion and Consent of Gibson, Dunn & Crutcher LLP as to the
legality of the securities being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit
5 hereto).
24 Power of Attorney (contained on the signature page hereto).
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* Incorporated herein by reference.
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