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 19th day of January, 2024.
| SALEM MEDIA GROUP, INC. | ||
| By: | /s/ DAVID P. SANTRELLA | |
| David P. Santrella | ||
| Chief Executive Officer | ||
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 19th day of January, 2024.
| AIR HOT, INC. | ||
| BISON MEDIA, INC. | ||
| INSPIRATION MEDIA, INC. | ||
| NEW INSPIRATION BROADCASTING COMPANY, INC. | ||
| NI ACQUISITION CORPORATION | ||
| REACH SATELLITE NETWORK, INC. | ||
| SALEM COMMUNICATIONS HOLDING CORPORATION | ||
| SALEM CONSUMER PRODUCTS, INC. | ||
| SALEM MANAGEMENT SERVICES, INC. | ||
| SALEM MEDIA OF COLORADO, INC. | ||
| SALEM MEDIA OF HAWAII, INC. | ||
| SALEM MEDIA OF OHIO, INC. | ||
| SALEM MEDIA OF OREGON, INC. | ||
| SALEM MEDIA OF TEXAS, INC. | ||
| SALEM MEDIA REPRESENTATIVES, INC. | ||
| SALEM NEWS, INC. | ||
| SALEM RADIO NETWORK INCORPORATED | ||
| SALEM RADIO PROPERTIES, INC. | ||
| SCA LICENSE CORPORATION | ||
| SRN NEWS NETWORK, INC. | ||
| SRN STORE, INC. | ||
| By: | /s/ David P. Santrella | |
| David P. Santrella | ||
| Chief Executive Officer | ||
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 19th day of January, 2024.
| HISPANOS COMMUNICATIONS, LLC | ||
| BY: | SALEM MEDIA GROUP, INC., | |
| ITS SOLE MEMBER | ||
| By: | /s/ David P. Santrella | |
| David P. Santrella | ||
| Chief Executive Officer | ||
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 19th day of January, 2024.
| EAGLE PRODUCTS, LLC | ||
| BY: | SALEM COMMUNICATIONS HOLDING CORPORATION, | |
| ITS MANAGING MEMBER | ||
| NEWS AGGREGATOR, LLC | ||
| BY: | SALEM COMMUNICATIONS HOLDING CORPORATION, | |
| ITS MANAGING MEMBER | ||
| By: | /s/ David P. Santrella | |
| David P. Santrella | ||
| Chief Executive Officer | ||
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 19th day of January, 2024.
| INSPIRATION MEDIA OF TEXAS, LLC | ||
| BY: | SCA LICENSE CORPORATION, | |
| ITS MANAGING MEMBER | ||
| SALEM MEDIA OF ILLINOIS, LLC | ||
| BY: | SCA LICENSE CORPORATION, | |
| ITS MANAGING MEMBER | ||
| SALEM MEDIA OF MASSACHUSETTS, LLC | ||
| BY: | SCA LICENSE CORPORATION, | |
| ITS MANAGING MEMBER | ||
| SALEM MEDIA OF NEW YORK, LLC | ||
| BY: | SCA LICENSE CORPORATION, | |
| ITS MANAGING MEMBER | ||
| SALEM RADIO OPERATIONS, LLC | ||
| BY: | SCA LICENSE CORPORATION, | |
| ITS MANAGING MEMBER | ||
| SALEM SATELLITE MEDIA, LLC | ||
| BY: | SCA LICENSE CORPORATION, | |
| ITS MANAGING MEMBER | ||
| SALEM WEB NETWORK, LLC | ||
| BY: | SCA LICENSE CORPORATION, | |
| ITS MANAGING MEMBER | ||
| SCA-PALO ALTO, LLC | ||
| BY: | SCA LICENSE CORPORATION, | |
| ITS MANAGING MEMBER | ||
| By: | /s/ David P. Santrella | |
| David P. Santrella | ||
| Chief Executive Officer | ||
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.