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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1999.
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SALEM COMMUNICATIONS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 4832 77-0121400
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
4880
SANTA ROSA ROAD
SUITE 300
CAMARILLO, CALIFORNIA 93012
(805) 987-0400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
JONATHAN L. BLOCK, ESQ.
4880 SANTA ROSA ROAD
SUITE 300
CAMARILLO, CALIFORNIA 93012
(805) 987-0400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
WITH COPIES TO:
THOMAS D. MAGILL, ESQ. PETER J. LOUGHRAN, ESQ.
GIBSON, DUNN & CRUTCHER LLP DEBEVOISE & PLIMPTON
4 PARK PLAZA, SUITE 1400 875 THIRD AVENUE
IRVINE, CALIFORNIA 92614 NEW YORK, NEW YORK 10022
(949) 451-3800 (212) 909-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
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,
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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-76649
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 post-effective amendment filed pursuant to Rule 462(d)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1)(2) REGISTRATION FEE
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Class A common stock,
$.01 par value................ $17,350,000 $4,825
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(1) Includes shares subject to the Underwriters' over-allotment option.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o) under the Securities Act of 1933.
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EXPLANATORY NOTE
This Registration Statement is being filed by Salem Communications
Corporation (the "Company") pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and includes the Registration Statement facing page, this
page, the signature page, an exhibit index, an opinion of counsel regarding the
legality of Class A common stock being offered hereby and a related consent, and
an accountants' consent. The Company hereby incorporates by reference into this
Registration Statement on Form S-1 in its entirety the Registration Statement on
Form S-1 (File No. 333-76649), as amended (including the exhibits thereto),
declared effective on June 30, 1999 by the Securities and Exchange Commission
(the "Commission").
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to transmit to the Commission the filing fee set forth on the cover
page of this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on July 1, 1999), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the
amount of such filing fee and (iv) it will confirm receipt of such instructions
by its bank during regular business hours on July 1, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Camarillo, California on June 30,
1999.
SALEM COMMUNICATIONS CORPORATION
By *
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Edward G. Atsinger III
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 30, 1999.
SIGNATURE TITLE
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* President and Chief Executive Officer
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Edward G. Atsinger III
* Vice President and Chief Financial
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Dirk Gastaldo
* Vice President and Controller
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Eileen E. Hill
* Director
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Edward G. Atsinger III
* Director
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Stuart W. Epperson
/s/ ERIC H. HALVORSON Director
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Eric H. Halvorson
* Director
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Richard A. Riddle
* Director
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Roland S. Hinz
* Director
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Donald P. Hodel
* Director
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Joseph S. Schuchert
/s/ ERIC H. HALVORSON
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Eric H. Halvorson
Attorney-in-Fact
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* Eric H. Halvorson, by signing his name hereto, does sign this document on
behalf of each of the persons indicated above pursuant to powers of attorney
duly executed by such persons and filed with the Securities and Exchange
Commission.
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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5 Opinion of Gibson, Dunn & Crutcher LLP regarding the
legality of the securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in their
opinion filed as Exhibit 5).
24 Powers of Attorney (filed as part of the Registration
Statement on Form S-1 of the Company (File No. 333-76649)
and incorporated herein by reference).