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)

 

 

 

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.

 

 

 

 

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 Company’s 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 Company’s 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.

 

	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 date indicated.

 

SIGNATURE		CAPACITY		DATE
Principal Executive Officer:
/s/ David J. Field		President, Chief Executive Officer and a Director		May 15, 2009
David J. Field
Principal Financial Officer:
/s/ Stephen F. Fisher		Executive Vice President - Operations and		May 15, 2009
Stephen F. Fisher		Chief Financial Officer
Principal Accounting Officer:
/s/ Eugene D. Levin		Vice President, Treasurer and Assistant Secretary		May 15, 2009
Eugene D. Levin
Directors:
/s/ Joseph M. Field		Chairman of the Board		May 15, 2009
Joseph M. Field
/s/ John C. Donlevie		Executive Vice President, Secretary		May 15, 2009
John C. Donlevie		General Counsel and a Director
/s/ David J. Berkman		Director		May 15, 2009
David J. Berkman
/s/ Daniel E. Gold		Director		May 15, 2009
Daniel E. Gold
		Director		May     , 2009
Robert S. Wiesenthal
/s/ Michael J. Wolf		Director		May 15, 2009
Michael J. Wolf

 

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