As filed with the Securities and Exchange Commission on April 5, 2002
Registration No. 333-
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 issuer as specified in its charter)
Pennsylvania 23-1701044
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
------------------------------------
401 City Avenue, Suite 409
Bala Cynwyd, Pennsylvania 19004
(Address of principal executive offices)
1998 Equity Compensation Plan
(Full title of the plan)
John C. Donlevie
Executive Vice President, Secretary
and General Counsel
Entercom Communications Corp.
401 City Avenue, Suite 409
Bala Cynwyd, Pennsylvania 19004
(Name and address of agent for service)
(610) 660-5610
(Telephone number, including area code, of agent for service)
Copy to:
Joseph D. Sullivan
Scott C. Herlihy
Latham & Watkins
555 Eleventh Street N.W., Suite 1000
Washington, D.C. 20004
(202) 637-2200
------------------------------------
CALCULATION OF REGISTRATION FEE
==================================================================================================================
Number Proposed maximum Proposed maximum Registration
Title of securities to be of shares to be offering price per aggregate offering fee(3)
registered registered(1) share(2) price(2)
------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par
value $.01 per share...... 2,500,000 $54.41 $136,025,000 $12,514.30
==================================================================================================================
(1) Represents shares of Class A Common Stock of Entercom Communications Corp.
which may be offered or sold pursuant to the 1998 Equity Compensation Plan.
This registration statement also relates to an indeterminate number of
shares of Class A Common Stock that may be issued upon stock splits, stock
dividends or similar transactions in accordance with Rule 416.
(2) Estimated pursuant to Rule 457(c) based on the average high and low sales
prices per share of Class A Common Stock on the New York Stock Exchange on
April 1, 2002.
(3) Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate
offering price multiplied by .000092.
INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE
This Registration Statement on Form S-8 of Entercom Communications Corp., a
Pennsylvania corporation, pertains to 2,500,000 shares of Class A Common Stock,
par value $.01 per share, that are authorized for issuance under Amendment No. 1
to the Entercom 1998 Equity Compensation Plan. These shares were not included
for registration on the Registration Statement on Form S-8 of Entercom
Communications Corp. (No. 333-71481) filed with the Securities and Exchange
Commission on January 29, 1999 (the "Earlier Registration Statement").
Pursuant to General Instruction E for registration statements on Form S-8,
the contents of the Earlier Registration Statement are incorporated by reference
in this Registration Statement and made a part hereof.
2
Item 8. Exhibits.
The following is a list of exhibits filed as part of this
Registration Statement.
Exhibit Exhibit
Number
5.1 Opinion of John C. Donlevie, Esq.
10.1 Entercom 1998 Equity Compensation Plan (incorporated by reference
to Exhibit 10.06 of the Company's registration statement on
Form S-1 (File No. 333-61381)).
10.2 Amendment No. 1 to the Entercom 1998 Equity Compensation Plan
(incorporated by reference to Appendix B of the Company's Proxy
Statement pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (filed on May 4, 2001)).
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of John C. Donlevie, Esq. (included within Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page hereto).
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Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 April 4, 2002.
ENTERCOM COMMUNICATIONS CORP.
By: /s/ Joseph M. Field
-----------------------------
Joseph M. Field
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joseph M. Field and David J. Field and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents 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, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Dated
--------- ----- -----
/s/ Joseph M. Field Chairman of the Board and Chief Executive Officer April 4, 2002
-------------------------------- (Principal Executive Officer)
Joseph M. Field
/s/ David J. Field President, Chief Operating Officer and Director April 4, 2002
--------------------------------
David J. Field
/s/ John C. Donlevie Executive Vice President, Secretary, General Counsel April 4, 2002
-------------------------------- and Director
John C. Donlevie
/s/ Stephen F. Fisher Executive Vice President and Chief Financial Officer April 4, 2002
-------------------------------- (Principal Financial and Accounting Officer)
Stephen F. Fisher
4
/s/ Marie H. Field Director April 4, 2002
--------------------------------
Marie H. Field
/s/ Herbert Kean Director April 4, 2002
--------------------------------
Herbert Kean
/s/ Lee Hague Director April 4, 2002
--------------------------------
Lee Hague
/s/ Michael R. Hannon Director April 4, 2002
--------------------------------
Michael R. Hannon
/s/ Thomas H. Ginley Director April 4, 2002
--------------------------------
Thomas H. Ginley
/s/ S. Gordon Elkins Director April 4, 2002
--------------------------------
S. Gordon Elkins
/s/ David J. Berkman Director April 4, 2002
--------------------------------
David J. Berkman
5
ENTERCOM COMMUNICATIONS CORP.
INDEX TO EXHIBITS
Exhibit
Number Exhibit
5.1 Opinion of John C. Donlevie, Esq.
10.1 Entercom 1998 Equity Compensation Plan (incorporated by reference
to Exhibit 10.06 of the Company's registration statement on
Form S-1 (File No. 333-61381)).
10.2 Amendment No. 1 to the Entercom 1998 Equity Compensation Plan
(incorporated by reference to Appendix B of the Company's Proxy
Statement pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (filed on May 4, 2001)).
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of John C. Donlevie, Esq. (included within Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page hereto).
6