As filed with the Securities and Exchange Commission on June 29, 2001
Registration No. 333-65279
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CITADEL COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 86-0748219
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
CITY CENTER WEST
7201 WEST LAKE MEAD BOULEVARD
SUITE 400
LAS VEGAS, NEVADA
(Address of registrant's principal
executive offices)
CITADEL COMMUNICATIONS CORPORATION 1996 EQUITY INCENTIVE PLAN
AND INDIVIDUAL STOCK OPTION AGREEMENTS WITH EMPLOYEES AND CONSULTANTS,
EACH OF WHICH CONSTITUTES AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING
OF RULE 405 UNDER THE SECURITIES ACT
(Full title of the plan)
SANDRA J. HORBACH
PRESIDENT
C/O FORSTMANN LITTLE & CO.
767 FIFTH AVENUE - 44th FLOOR
NEW YORK, NEW YORK 10153
(212) 355-5656
(Name, address, and telephone number of agent for service)
RECENT EVENTS: DE-REGISTRATION
The Registration Statement on Form S-8 (Registration No. 33-65279)
(the "Registration Statement") of Citadel Communications Corporation, a
Nevada corporation ("the Company"), pertaining to the 3,045,948 shares of
common stock, par value $.001 per share (the "Company Common Stock) of the
Company to which this Post-Effective Amendment relates, was filed with the
Securities and Exchange Commission on October 2, 1998.
On June 26, 2001 (the "Effective Time"), pursuant to the Agreement and
Plan of Merger (the "Merger Agreement"), dated as of January 15, 2001,
among FLCC Holdings, Inc., a Delaware corporation ("HoldCo"), FLCC
Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of
HoldCo ("Acquisition Co."), and the Company, as amended (the "Merger
Agreement"), Acquisition Co. was merged with and into the Company (the
"Merger"), with the Company as the surviving corporation.
As a result of the Merger, the Company has terminated all offerings of
Company Common Stock pursuant to the Registration Statement. In accordance
with an undertaking made by the Company in the Registration Statement to
remove from registration by means of a post-effective amendment any shares
of Company Common Stock which remain unsold at the termination of the
offering, the Company hereby removes from registration all shares of
Company Common Stock under the Registration Statement which remain unsold.
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 for filing on Form S-8 and has duly
caused this Post-Effective Amendment No. 1 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York, State
of New York, on June 29, 2001.
Citadel Communications Corporation
By: /s/ Sandra J. Horbach
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Name: Sandra J. Horbach
Title: President
Pursuant to the requirements of the Securities Act, this
Post-Effective Amendment No. 1 has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title * Date
- --------- ------- ----
/s/ Sandra J. Horbach President and Director June 29, 2001
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Sandra J. Horbach
/s/ Winston W. Hutchins Vice President, Treasurer June 29, 2001
- --------------------------------------- and Assistant Secretary
Winston W. Hutchins
/s/ Theodore J. Forstmann Director June 29, 2001
- ---------------------------------------
Theodore J. Forstmann
/s/ Gordon A. Holmes Director June 29, 2001
- ---------------------------------------
Gordon A. Holmes
Director June 29, 2001
- ---------------------------------------
Lawrence R. Wilson
* All of the signatories are officers and/or directors of Citadel
Communications Corporation, a Nevada corporation.