As filed with the Securities and Exchange Commission on May 3, 2019
Registration No. 333-152647
333-152648
333-205205
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to FormS-8 Registration Statement No. 333-152647
Post-Effective Amendment No. 1 to FormS-8 Registration Statement No. 333-152648
Post-Effective Amendment No. 1 to FormS-8 Registration Statement No. 333-205205
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
iHeartMedia, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 02-0241222 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
20880 Stone Oak Parkway
San Antonio, Texas 78258
Telephone: (210)736-9700
(Address of principal executive offices, including zip code)
Clear Channel 2008 Executive Incentive Plan
Clear Channel 2008 Employee Investment Program
Clear Channel Communications, Inc. 1994 Nonqualified Stock Option Plan
Amended and Restated Clear Channel Communications, Inc. 1998 Stock Incentive Plan
Amended and Restated Clear Channel Communications, Inc. 2001 Stock Incentive Plan
Jacor Communications, Inc. 1997 Long-Term Incentive Stock Plan
Marquee Group, Inc. 1996 Stock Option Plan
SFX Entertainment, Inc. 1999 Stock Option and Restricted Stock Plan
Clear Channel Nonqualified Deferred Compensation Plan
2015 Executive Long-Term Incentive Plan
(Full title of the plan)
Paul M. McNicol
Executive Vice President and General Counsel
iHeartMedia, Inc.
125 W 55th St
New York, New York 10019
Telephone: (212)377-7900
(Name, address and telephone number, including area code, of agent for service)
Copy to:
James S. Rowe
Kirkland & Ellis LLP
300 North LaSalle
Chicago, Illinois 60654
Telephone:(312) 862-2000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or 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 Rule12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer | ☐ | ||||||
| Non-accelerated filer ☒ (Do not check if a smaller reporting company) | 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. ☐
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (these “Post-Effective Amendments”), filed by iHeartMedia, Inc., a Delaware corporation (the “Company”), relate to the following Registration Statements on FormS-8 filed by the Company (each a “Registration Statement,” and collectively, the “Registration Statements”) with the U.S. Securities and Exchange Commission (the “SEC”):
| • | Registration Statement on FormS-8 (No.333-152647), filed with the SEC on July 30, 2008, pertaining to the registration of (i) 11,420,662 shares of Class A common stock, par value $0.001 per share, of the Company (the “Common Stock”) under the Amended and Restated Clear Channel Communications, Inc. 2001 Stock Incentive Plan, the Clear Channel 2008 Executive Incentive Plan and the Clear Channel 2008 Employee Investment Program and (ii) 170,329 shares of Common Stock under the Clear Channel Communications, Inc. 1994 Nonqualified Stock Option Plan, Marquee Group, Inc. 1996 Stock Option Plan, Jacor Communications, Inc. 1997 Long-Term Incentive Stock Plan, Amended and Restated Clear Channel Communications, Inc. 1998 Stock Incentive Plan and SFX Entertainment, Inc. 1999 Stock Option and Restricted Stock Plan; |
| • | Registration Statement on FormS-8 (No.333-152648), filed with the SEC on July 30, 2008, pertaining to the registration of $75,000,000 of Common Stock under the Clear Channel Nonqualified Deferred Compensation Plan; and |
| • | Registration Statement on FormS-8 (No.333-205205), filed with the SEC on June 24, 2015, pertaining to the registration of 4,000,000 shares of Common Stock under the Company’s 2015 Executive Long-Term Incentive Plan. |
On May 1, 2019, the Company emerged from bankruptcy, pursuant to that certain Modified Fifth Amended Joint Chapter 11 Plan of Reorganization of iHeartMedia, Inc. and Its Debtor Affiliates pursuant to Chapter 11 of the United States Bankruptcy Code. As a result of the emergence, all offers and sales of the Company’s securities pursuant to the Registration Statements have been terminated.
In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that were registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment to Registration Statements on FormS-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on May 3, 2019.
IHEARTMEDIA, INC. | ||
| By: | /s/ Richard J. Bressler | |
Richard J. Bressler | ||
President and Chief Financial Officer | ||
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
