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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 MARCH 31, 1999
(DATE OF EARLIEST EVENT REPORTED)
SALEM COMMUNICATIONS CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 333-41733 77-0363592
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) NUMBER) IDENTIFICATION NO.)
4880 SANTA ROSA ROAD, SUITE 300
CAMARILLO, CALIFORNIA 93012
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (805) 987-0400
N/A
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(FORMER NAME AND FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
REINCORPORATION IN DELAWARE
On March 31, 1999, Salem Communications Corporation, a California
corporation ("Salem California"), completed a reincorporation in Delaware (the
"Reincorporation") through the merger of Salem California with and into its
wholly-owned subsidiary, Salem Communications Corporation, a Delaware
corporation ("Salem Delaware" or the "Company"). As of the effective date of the
merger, Salem California ceased to exist.
The Reincorporation effects a change in the legal domicile of the
Company and will not result in any change in the Company's business, management,
employees, fiscal year, assets or liabilities, location of any of the facilities
(including corporate headquarters) and will not result in any relocation of
management or other employees. The Reincorporation was approved by the holders
of all of the outstanding shares of Common Stock of Salem California on March
31, 1999.
Pursuant to the Agreement and Plan of Merger between Salem Delaware and
Salem California, each share of Salem California's Common Stock, no par value,
was automatically converted into two shares of Salem Delaware's Class A Common
Stock, par value $0.01 per share, and one share of Salem Delaware's Class B
Common Stock, $0.01 par value per share, and each previously issued share of
Salem Delaware Common Stock, $0.01 par value per share, was cancelled on the
effective date of the merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION
Not applicable.
(c) EXHIBITS
Set forth below is a list of exhibits included as part of this Current
Report:
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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2.1 Agreement and Plan of Merger between Salem Delaware and
Salem California, dated as of March 31, 1999.
3.1 Amended and Restated Certificate of Incorporation of Salem
Delaware.
3.2 Bylaws of Salem Delaware.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Salem Communications Corporation has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: April 14, 1999 SALEM COMMUNICATIONS CORPORATION
By: /s/ DIRK GASTALDO
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Dirk Gastaldo
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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2.1 Agreement and Plan of Merger between Salem Delaware and
Salem California, dated as of March 31, 1999.
3.1 Amended and Restated Certificate of Incorporation of Salem
Delaware.
3.2 Bylaws of Salem Delaware.