As filed with the Securities and Exchange Commission on January 19, 2024

Registration No. 333-267721

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Post-Effective Amendment No. 1

to

Form S-3

Registration Statement No. 333-267721

Under

The Securities Act of 1933

 

 

Salem Media Group, Inc.

AND

Additional Registrants Named in the Table of Additional Registrants Below

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware		77-0121400
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

6400 North Belt Line Road

Irving, Texas 75063

(469) 586-0080

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Christopher J. Henderson

Executive Vice President and General Counsel

Salem Media Group, Inc.

6400 North Belt Line Road

Irving, Texas 75063

(805) 987-0400

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

Copies to:

Gregg Amber

Garett Sleichter

Rutan & Tucker, LLP

18575 Jamboree Road, Ninth Floor

Irvine, CA 92612

(714) 641-5100

 

 

Approximate date of commencement of proposed sale to the public: Not applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, 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.  ☐

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 this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

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

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		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.  ☐

 

 

 

TABLE OF ADDITIONAL REGISTRANTS

The following direct and indirect subsidiaries of the registrant are co-registrants under this registration statement:

 

Exact Name of Registrant as Specified in its Charter		State or Other Jurisdiction of Incorporation or Organization		Primary Standard Industrial Classification Code Numbers		I.R.S. Employer Identification Number
Air Hot, Inc.		Delaware		4832		80-0316086
Bison Media, Inc.		Colorado		4832		77-0434654
Eagle Products, LLC		Delaware		2721		32-0427053
Hispanos Communications, LLC		Delaware		4832		88-4008321
Inspiration Media, Inc.		Washington		4832		77-0132974
Inspiration Media of Texas, LLC		Texas		4832		75-2615876
New Inspiration Broadcasting Company, Inc.		California		4832		95-3356921
News Aggregator, LLC		Delaware		4899		86-3768642
NI Acquisition Corporation		California		4832		77-0472233
Reach Satellite Network, Inc.		Tennessee		4832		62-1499223
Salem Communications Holding Corporation		Ohio		4832		77-0439370
Salem Consumer Products, Inc.		Delaware		5399		26-0592055
Salem Management Services, Inc.		Delaware		8741		88-2417637
Salem Media of Colorado, Inc.		Colorado		4832		84-1239646
Salem Media of Hawaii, Inc.		Delaware		4832		91-1973005
Salem Media of Illinois, LLC		Delaware		4832		52-2295222
Salem Media of Massachusetts, LLC		Delaware		4832		26-1524392
Salem Media of New York, LLC		Delaware		4832		52-2293254
Salem Media of Ohio, Inc.		Ohio		4832		95-3690954
Salem Media of Oregon, Inc.		Oregon		4832		77-0114986
Salem Media of Texas, Inc.		Texas		4832		77-0379125
Salem Media Representatives, Inc.		Texas		4899		77-0281576
Salem News, Inc.		Texas		4899		87-3575090
Salem Radio Network Incorporated		Delaware		4899		77-0305542
Salem Radio Operations, LLC		Delaware		4832		77-0581097
Salem Radio Properties, Inc.		Delaware		6531		52-2194731
Salem Satellite Media, LLC		Delaware		4832		52-2324849
Salem Web Network, LLC		Delaware		5399		52-2141739
SCA License Corporation		Delaware		4832		52-2255733
SCA-Palo Alto, LLC		Delaware		4832		36-4502016
SRN News Network, Inc.		Texas		4899		77-0426090
SRN Store, Inc.		Texas		5399		42-3434092

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (File Number 333-267721) filed by Salem Media Group, Inc., a Delaware corporation (the “Company”) and the additional registrants named in the table of additional registrants above (together with the Company, the “Registrants”), with the U.S. Securities and Exchange Commission (the “SEC”) on October 3, 2022, as amended (the “Registration Statement”), which registered (i) up to $40,000,000 in the aggregate of any combination of the following securities: shares of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), shares of the Company’s preferred stock, par value $0.01 per share, depositary shares, debt securities, warrants, purchase contracts, units, and guarantees; and (ii) for resale up to 1,000,000 shares in the aggregate of the Class A Common Stock held by the selling stockholders named therein.

On December 29, 2023, the Company announced that it notified The Nasdaq Stock Market LLC (“Nasdaq”) of the Company’s decision to voluntarily delist its Class A Common Stock from the Nasdaq Global Market. On January 8, 2024, the Company filed a Notification of Removal From Listing And Registration on Form 25 with the SEC to delist the Class A Common Stock from Nasdaq and to deregister the Class A Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file a Certification

and Notice of Termination of Registration on Form 15 with the SEC requesting the termination of registration of the Class A Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Section 15(d) of the Exchange Act. In connection with the Company’s voluntary decision to delist and deregister, the Company has terminated any and all offerings pursuant to the Registration Statement. Accordingly, the filing of this Post-Effective Amendment No. 1 is made pursuant to an undertaking made by the Registrants in Part II of the Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the offering. The Registrants, by filing this Post-Effective Amendment No. 1, hereby remove from registration any and all securities registered but unsold under the Registration Statement as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, Texas, on the 19^th day of January, 2024.

 

No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of the co-registrants named below certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, Texas, on the 19^th day of January, 2024.

 

No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the co-registrant named below certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, Texas, on the 19^th day of January, 2024.

 

No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the co-registrant named below certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, Texas, on the 19^th day of January, 2024.

 

No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of the co-registrant named below certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, Texas, on the 19^th day of January, 2024.

 

No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.