UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): July 11, 2011
SPANISH BROADCASTING SYSTEM, INC.
(Exact name of registrant as
specified in its charter)
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Delaware
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000-27823
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13-3827791
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2601 South Bayshore Drive, PH
II, Coconut Grove, Florida
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33133
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
(305) 441-6901
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(Former name or former address if changed since last report.)
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.03
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Material Modification to Rights of Security Holders
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The information set forth in Item 5.03 of this Current Report on Form 8-K is hereby
incorporated by reference.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On July 5, 2011, Spanish Broadcasting System, Inc. (the “Company”) filed a Certificate of
Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware
(the “Amendment”). The Amendment effected a one-for-ten (1-for-10) reverse stock split of the
Company’s outstanding Class A common stock, par value $0.0001 per share and Class B common stock,
par value $0.0001 per share . The reverse stock split will become
effective at 11:59p.m., Eastern Standard time on July 11, 2011 (the “Effective Date”).
At the Company’s annual meeting of stockholders held on June 1, 2011, the stockholders
approved the Amendment and authorized the Company’s Board of Directors, acting in its discretion,
to effect a reverse stock split of the Company’s outstanding shares of common stock at a specific
ratio within the range of 1-for-5 to 1-for-10. The Company’s Board of Directors determined that it
is in the best interests of the Company to effect a one-for-ten reverse stock split, primarily to
increase the per share trading price of the Company’s common stock above $1.00 in order to maintain
the Company’s listing on The Nasdaq Global Market and to help make the stock more attractive to
institutional investors.
As a result of the reverse stock split, each ten (10) outstanding shares of pre-split common
stock will be automatically combined into one (1) share of post-split common stock. No fractional
shares will be issued. The Company’s stockholders will receive instructions from Broadridge
Corporate Issuer Solutions, Inc., the Company’s transfer agent, regarding the exchange of
outstanding pre-split stock certificates for post-split shares of common stock. Upon submission of
the necessary documentation by a stockholder of record to the Company’s transfer agent pursuant to
such instructions, the transfer agent will distribute to such stockholder a new certificate.
Proportional adjustments will be made to the Company’s outstanding stock warrants, stock options
and other equity awards and to the Company’s equity compensation plans to reflect the reverse stock
split.
The trading of the Company’s common stock on the Nasdaq Global Market on a split-adjusted
basis will begin at the opening of trading on July 12, 2011. The Company’s common stock is currently
trading on The Nasdaq Global Market under the symbol
“SBSA,” and following the reverse stock split it will
continue to trade under the same symbol with the letter “D” appended to the
trading symbol for a period of 20 trading days to indicate that the reverse stock split has
occurred, after which time it will revert to trading under the symbol “SBSA.”
The Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. On
July 11, 2011, the Company issued a press release announcing the reverse stock split. The press
release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. For further information related to the reverse stock split, please refer to the Company’s
definitive proxy statement as filed with the Securities and Exchange Commission on May 9, 2011.
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Item 9.01. Financial Statements and Exhibits
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3.1
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Certificate of Amendment of Certificate of Incorporation of Spanish Broadcasting System, Inc.
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99.1
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Press Release dated July 11, 2011.
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3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SPANISH BROADCASTING SYSTEM, INC.
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July 11, 2011
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By:
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/s/ Joseph A. García
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Joseph A. García
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Chief Financial Officer, Chief Administrative Officer
Sr. Executive Vice President and Secretary
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Item 9.01.
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Financial Statements and Exhibits
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3.1
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Certificate of Amendment of Certificate of Incorporation of Spanish Broadcasting System, Inc.
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99.1
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Press Release dated July 11, 2011.
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Exhibit 3.1
Delaware
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
OF AMENDMENT OF “SPANISH BROADCASTING SYSTEM, INC.”, FILED IN THIS OFFICE ON
THE FIFTH DAY OF JULY, A.D. 2011, AT 11:14 O’CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID
CERTIFICATE OF AMENDMENT IS THE ELEVENTH DAY OF JULY, A.D. 2011, AT 11:59
O’CLOCK P.M.
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2407238 8100
110789716
You may verify this
certificate online
at corp.delaware.gov/authver.shtml
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/s/
Jeffrey
W Bullock
Jeffrey
W Bullock, Secretary of State
AUTHENTICATION: 8880643
DATE: 07-05-11
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State of Delaware
Secretary of State
Division of Corporations
Delivered 12:02 PM 07/05/2011
FILED 11:14 AM 07/05/2011
SRV 110789716 — 2407238 FILE
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CERTIFICATE OF AMENDMENT
TO THE
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SPANISH BROADCASTING SYSTEM, INC.
Pursuant to Section 242 of
the General Corporation Law
of the State of Delaware
SPANISH BROADCASTING SYSTEM, INC. (the “Corporation”) organized and existing under
and by virtue of the provisions of the General Corporation Law of the State of Delaware,
does hereby certify as follows:
FIRST: Upon the filing and effectiveness (the “Effective Time”) pursuant to the
General Corporation Law of the State of Delaware of this Certificate of Amendment to the
Corporation’s Third Amended and Restated Certificate of Incorporation, Article Five of the
Third Amended and Restated Certificate of Incorporation is amended by adding Section 5.8
as follows:
5.8
Reverse Stock Split
. Each ten (10) shares of the Corporation’s Class A common
stock, par value $.0001 per share (the “Class A common stock”), and Class B common
stock, par value $0001 per share (the “Class B common stock”), issued and
outstanding immediately prior to the Effective Time shall automatically be combined
into one (1) validly issued, fully paid and non-assessable share of Class A common
stock and Class B common stock, respectively, without any further action by the
Corporation or the holders thereof. No fractional shares shall be issued and
instead, a fraction of a share will be rounded up to one whole share. Each
certificate that immediately prior to the Effective Time represented shares of Class
A common stock or Class B common stock, as the case may be (the “Old Certificates”),
shall thereafter represent that number of shares of Class A common stock or Class B
common stock, as the case may be, into which the shares of Class A common stock or
Class B common stock, as the case may be, represented by the Old Certificate shall
have been combined, subject to the rounding up of fractional share interests as
described above.
SECOND: This Certificate of Amendment shall become effective as of July 11,
2011 at 11:59 p.m., Eastern Standard Time.
THIRD:
This Certificate of Amendment was duly authorized by the Corporation’s Board
of Directors and adopted by the Corporation’s stockholders at the Annual Meeting of the
Stockholders in accordance with the provisions of Section 242 of the General Corporation
Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be
duly executed in its corporate name as of the 5th day of July, 2011.
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SPANISH BROADCASTING SYSTEM INC.
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By:
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/s/
Joseph A. Garcia
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Name:
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Joseph A. Garcia
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Title:
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Senior Executive Vice President,
Chief Financial Officer, Chief
Administrative Officer and
Secretary
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Exhibit 99.1
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For Immediate Release
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SPANISH BROADCASTING SYSTEM, INC.
ANNOUNCES A 1-FOR-10 REVERSE STOCK SPLIT
Coconut
Grove, FL
, July 11, 2011. Spanish Broadcasting System, Inc. (“SBS” or the “Company”;
NASDAQ: SBSA) announced today that its Board of Directors, as authorized by the Company’s
stockholders, will implement a one-for-ten reverse stock split of its common stock. The Company filed
a charter amendment to implement the reverse stock split, which will
become effective on July 11, 2011 at 11:59 p.m. and will
have a marketplace effective date of July 12, 2011.
The reverse stock split was authorized by SBS’s stockholders at the annual meeting held on June 1,
2011.
The Board’s decision to implement the reverse stock split was made to help SBS maintain its
Nasdaq Global Market listing. The bid price of the Company’s common stock must close at $1.00 or
higher for ten consecutive business days prior to July 31, 2011 in order for the Company to
maintain its listing on the Nasdaq Global Market.
As a result of the reverse stock split, each ten (10) outstanding shares of pre-split common
stock will be automatically combined into one (1) share of post-split common stock. The Company’s
registered stockholders will receive instructions from Broadridge Corporate Issuer Solutions,
Inc., the Company’s transfer agent, regarding the exchange of outstanding pre-split stock
certificates for certificates representing post-split shares of common stock. Upon submission of
the necessary documentation by a stockholder of record to the Company’s transfer agent pursuant to
such instructions, the transfer agent will distribute to such stockholder a new certificate.
Proportional adjustments will be made to the Company’s outstanding stock warrants, stock options
and other equity awards and to the Company’s equity compensation plans to reflect the reverse stock
split.
The trading of the Company’s common stock on the Nasdaq Global Market on a split-adjusted
basis will begin at the opening of trading on July 12, 2011. The Company’s common stock will continue
to trade on the Nasdaq Global Market under the symbol “SBSA” and will include the letter “D”
appended to the trading symbol for a period of 20 trading days to indicate that the reverse stock
split has occurred, after which time it will revert to trading under the symbol “SBSA.”
1
About Spanish Broadcasting System, Inc.
Spanish Broadcasting System, Inc. is the largest publicly traded Hispanic-controlled media and
entertainment company in the United States. SBS owns and/or operates 21 radio stations located in
the top U.S. Hispanic markets of New York, Los Angeles, Miami, Chicago, San Francisco and Puerto
Rico, airing the Tropical, Mexican Regional, Spanish Adult Contemporary and Hurban format genres.
The Company also owns and operates MegaTV, a television operation with over-the-air, cable and
satellite distribution and affiliates throughout the U.S. and Puerto Rico. SBS also produces live
concerts and events throughout the country and operates LaMusica.com, a bilingual Spanish-English
online site providing content related to Latin music, entertainment, news and culture. The
Company’s corporate Web site can be accessed at
www.spanishbroadcasting.com
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This press release contains certain forward-looking statements. These forward-looking statements,
which are included in accordance with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors
that may cause the Company’s actual results and performance in future periods to be materially
different from any future results or performance suggested by the forward-looking statements in
this press release. Although the Company believes the expectations reflected in such
forward-looking statements are based upon reasonable assumptions, it can give no assurance that
actual results will not differ materially from these expectations, and the Company disclaims any
duty to update any forward-looking statements made by the Company. From time to time, these risks,
uncertainties and other factors are discussed in the Company’s filings with the Securities and
Exchange Commission.
Contacts:
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Analysts and Investors
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Analysts, Investors or Media
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Joseph A. García
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Chris Plunkett
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Chief Financial Officer, Chief Administrative Officer,
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Brainerd Communicators, Inc.
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Senior Executive Vice President and Secretary
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(212) 986-6667
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(305) 441-6901
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