SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CITADEL
BROADCASTING CORPORATION
(Exact
name of registrant as specified in its charter)
|
DELAWARE
(State
or other jurisdiction of
incorporation
or organization) |
51-0405729
(I.R.S.
Employer
Identification
Number) |
City
Center West, Suite 400
7201 West
Lake Mead Blvd.
Las
Vegas, Nevada 89128
(Address
of Principal Executive Offices) (Zip Code)
Citadel
Broadcasting Corporation Amended And Restated 2002 Long-Term Incentive Plan
(Full
title of the plans)
Randy L.
Taylor
Vice
President-Finance and Secretary
City
Center West, Suite 400
7201 West
Lake Mead Blvd.
Las
Vegas, Nevada 89128
(702)
804-5200
(Name,
address, and telephone number of agent for service)
CALCULATION
OF REGISTRATION FEE
|
Title
of Securities
to
be Registered |
|
Amount
to be Registered(1) |
|
Proposed
Maximum Offering Price
Per
Share(2) |
|
Proposed
Maximum Aggregate Offering Price(2) |
|
Amount
of Registration Fee |
|
Common
Stock, par value $0.01 per share ("Common Stock") |
|
|
5,000,000
|
|
$
|
11.93
|
|
$
|
59,650,000 |
|
$
|
7,020.81
|
|
(1)
Includes an indeterminate number of shares of Common Stock as may be issuable in
the event of stock splits, stock dividends or similar transactions in accordance
with Rule 416 under the Securities Act of 1933, as amended (the "Securities
Act").
(2)
Estimated pursuant to Rule 457(h) under the Securities Act based on the average
of the high and low sale prices per share of common stock as reported on the New
York Stock Exchange on May 31, 2005.
EXPLANATORY
NOTE
We are
filing this Registration Statement to register an additional 5,000,000 shares of
our common stock, par value $0.01 per share (the "Common Stock"), for issuance
under the Citadel Broadcasting Corporation Amended and Restated 2002 Long-Term
Incentive Plan (the "Plan"). The increase in the number of shares authorized for
issuance under the Plan, as well as certain other amendments to the Plan that
are described in our definitive proxy statement for our 2005 annual meeting of
stockholders, were approved by our stockholders at our 2005 annual meeting held
on May 24, 2005. We announced this stockholders’ approval in a current report
filed on Form 8-K with the Commission on May 24, 2005. The full text of the
Plan, as amended by that stockholder approval, will be sent to employees
pursuant to Rule 428(b)(1) promulgated by the Securities and Exchange Commission
(the “Commission”) under the Securities Act of 1933, as amended (the "Securities
Act"), and is available on the Commission’s website as an exhibit to our Current
Report on Form 8-K, filed with the Commission on May 24, 2005. We previously
filed a registration statement on Form S-8 (Reg. No. 333-109779) on October 17,
2003 covering 5,000,000 shares of our Common Stock authorized for issuance under
the original version of the Plan. Pursuant to General Instruction E to Form S-8,
the contents of that earlier registration statement, including the periodic and
current reports that we filed with the Commission after the effectiveness of the
earlier registration statement, are incorporated herein by reference except to
the extent supplemented, amended or superseded by the information set forth
herein. Only those Items of Form S-8 containing new information not contained in
the earlier registration statement are presented herein.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
We hereby
incorporate by reference into this Registration Statement the following
documents:
(a)
Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed
with the Commission on March 14, 2005.
(b)
Our
Current Report on Form 8-K, filed with the Commission on May 24,
2005.
Our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2005, filed
with the Commission on May 10, 2005.
(c) Our
Registration Statement on Form 8-A (Reg. No. 001-31740), filed with the SEC on
July 22, 2003, in which there are described the terms, rights and provisions
applicable to our outstanding Common Stock.
In
addition, all documents and reports and any future filings made by us with the
Commission under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents or reports. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item
5. Interests of Named Experts and Counsel
Certain
legal matters with respect to the issuance of the securities offered hereby will
be passed upon for us by Kirkland & Ellis LLP.
Item
8. Exhibits
|
EXHIBIT
NO. |
|
DESCRIPTION
OF EXHIBIT |
|
4.1 |
|
Citadel
Broadcasting Corporation Amended and Restated 2002 Long-Term Incentive
Plan, incorporated herein by reference to Exhibit 99.1 to the Registrant’s
Current Report on Form 8-K, filed with the Commission on May 24, 2005.
|
|
4.2 |
|
Form
of Stock Option Agreement for use under the Plan, incorporated herein by
reference to Exhibit 4.4 to the Registrant’s Registration Statement on
Form S-8 (Reg. No. 333-109779), filed with the Commission on October 17,
2003. |
|
5.1*
|
|
Opinion
of Kirkland & Ellis LLP. |
|
23.1* |
|
Consent
of Kirkland & Ellis LLP (included in the opinion filed herewith as
Exhibit 5.1). |
|
23.2* |
|
Consent
of Deloitte & Touche LLP. |
|
24* |
|
Power
of Attorney (included on the signature pages). |
|
* Filed
herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Act, we certify that we have reasonable
grounds to believe that we meet all of the requirements for filing on Form S-8,
and have duly caused this Registration Statement to be signed on our behalf by
the undersigned, hereunto duly authorized, in the City of New York, State of New
York, on May 24, 2005.
| |
|
|
| |
CITADEL
BROADCASTING CORPORATION |
|
|
|
|
By: |
/s/ Farid
Suleman |
| |
|
| |
Name: Farid Suleman |
| |
Title: Chief Executive Officer and
Chairman |
POWER
OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints each of Farid Suleman and Randy L. Taylor, jointly and
severally, as his or her true and lawful attorneys-in-fact and agents with full
powers of substitution and resubstitution, for him or her in his or her name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement (including post-effective amendments), and any and
all additional registration statements pursuant to Instruction E to Form S-8 and
any and all documents in connection therewith, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the SEC,
granting unto said attorney-in-fact and agent 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 in order to effectuate the same, as fully to all intents and
purposes as he or she might or could do in person, and hereby ratifies, approves
and confirms all that his or her said attorneys-in-fact and agents, each acting
alone, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
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 dates
indicated.
SIGNATURES
|
Signature |
|
Title |
|
Date |
|
/s/
Farid Suleman
Farid
Suleman |
|
|
Chief
Executive Officer and Chairman (Principal Executive
Officer) |
|
|
May
24, 2005 |
|
/s/
Randy L. Taylor
Randy
L. Taylor |
|
|
Vice
President-Finance and Secretary (Principal Financial and Accounting
Officer) |
|
|
May
24, 2005 |
|
/s/
Katherine Brown
Katherine
Brown |
|
|
Director
|
|
|
May
24, 2005 |
|
/s/
David W. Checketts
David
W. Checketts |
|
|
Director
|
|
|
May
24, 2005 |
|
/s/
Theodore J. Forstmann
Theodore
J. Forstmann |
|
|
Director
|
|
|
May
24, 2005 |
|
/s/
Sandra J. Horbach
Sandra
J. Horbach |
|
|
Director
|
|
|
May
24, 2005 |
|
/s/
Michael A. Miles
Michael
A. Miles |
|
|
Director
|
|
|
May
24, 2005 |
|
/s/
Charles P. Rose, Jr.
Charles
P. Rose, Jr. |
|
|
Director
|
|
|
May
24, 2005 |
|
/s/
Herbert J. Siegel
Herbert
J. Siegel |
|
|
Director
|
|
|
May
24, 2005 |
|
INDEX
TO EXHIBITS
|
EXHIBIT
NO. |
|
DESCRIPTION
OF EXHIBIT |
|
4.1 |
|
Citadel
Broadcasting Corporation Amended and Restated 2002 Long-Term Incentive
Plan, incorporated herein by reference to Exhibit 99.1 to the Registrant’s
Current Report on Form 8-K, filed with the Commission on May 24, 2005.
|
|
4.2 |
|
Form
of Stock Option Agreement for use under the Plan, incorporated herein by
reference to Exhibit 4.4 to the Registrant’s Registration Statement on
Form S-8 (Reg. No. 333-109779), filed with the Commission on October 17,
2003. |
|
5.1*
|
|
Opinion
of Kirkland & Ellis LLP. |
|
23.1* |
|
Consent
of Kirkland & Ellis LLP (included in the opinion filed herewith as
Exhibit 5.1). |
|
23.2* |
|
Consent
of Deloitte & Touche LLP. |
|
24* |
|
Power
of Attorney (included on the signature pages). |
|