-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q9hrWlyMRX7qiB0MhXucp3ZK1FdzTcFskz0/7m1UgVHqwxofiStOS/6Jb1rLzNcc 6Ab0qrv91vXaU5iEkci3Zg== 0000892569-99-001827.txt : 19990702 0000892569-99-001827.hdr.sgml : 19990702 ACCESSION NUMBER: 0000892569-99-001827 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 3 333-76649 FILED AS OF DATE: 19990630 EFFECTIVENESS DATE: 19990630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SALEM COMMUNICATIONS CORP /DE/ CENTRAL INDEX KEY: 0001050606 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 770363592 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-82031 FILM NUMBER: 99657408 BUSINESS ADDRESS: STREET 1: 4880 SANTA ROSA RD CITY: CAMARILLO STATE: CA ZIP: 93012 BUSINESS PHONE: 8059870400 MAIL ADDRESS: STREET 1: 4880 SANTA ROSA RD CITY: CAMARILLO STATE: CA ZIP: 93012 S-1MEF 1 FORM S-1 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1999. REGISTRATION NO. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ 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 - ---------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------- TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1)(2) REGISTRATION FEE - ---------------------------------------------------------------------------------------------------- Class A common stock, $.01 par value................ $17,350,000 $4,825 - ---------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------
(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. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 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. 2 3 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 * ------------------------------------ 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 --------- ----- * President and Chief Executive Officer - -------------------------------------- (Principal Executive Officer) Edward G. Atsinger III * Vice President and Chief Financial - -------------------------------------- Officer (Principal Financial Officer) Dirk Gastaldo * Vice President and Controller - -------------------------------------- (Principal Accounting Officer) Eileen E. Hill * Director - -------------------------------------- Edward G. Atsinger III * Director - -------------------------------------- Stuart W. Epperson /s/ ERIC H. HALVORSON Director - -------------------------------------- Eric H. Halvorson * Director - -------------------------------------- Richard A. Riddle * Director - -------------------------------------- Roland S. Hinz * Director - -------------------------------------- Donald P. Hodel * Director - -------------------------------------- Joseph S. Schuchert /s/ ERIC H. HALVORSON - -------------------------------------- Eric H. Halvorson Attorney-in-Fact
- ------------------------- * 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. 3 4 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT DESCRIPTION - ------- ------------------- 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).
EX-5 2 OPINION OF GIBSON, DUNN & CRUTCHER LLP 1 EXHIBIT 5 June 30, 1999 (949) 451-3800 C 80253-00038 Salem Communications Corporation 4880 Santa Rosa Road, Suite 300 Camarillo, CA 93012 Ladies and Gentlemen : We have acted as counsel to Salem Communications Corporation, a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "1933 Act"), of the sale in an underwritten public offering of 6,720,000 authorized but unissued shares of the Class A Common Stock, $0.01 par value (the "Common Stock"), of the Company (the "Company Shares"), and up to 2,940,000 shares of Common Stock issued to certain selling stockholders (the "Outstanding Shares"). We have previously delivered an opinion to you in connection with the Registration Statement on Form S-1, Registration No. 333-76649, as amended to date (the "Registration Statement"), for the sale of 6,000,000 shares of Common Stock of the Company Shares and up to 2,625,000 shares of Common Stock of the Outstanding Shares, such Registration Statement filed with the Securities and Exchange Commission (the "Commission") under the 1933 Act. This opinion is delivered to you in connection with the additional Registration Statement on Form S-1, filed with the Commission on even date herewith (the "Additional Registration Statement") under Rule 462(b) promulgated under the 1933 Act, for the sale of 720,000 additional Company Shares and up to 315,000 additional Outstanding Shares. In rendering the opinion set forth herein, we have made such investigations of fact and law, and examined such documents and instruments, or copies thereof established to our 2 Salem Communications Corporation June 30, 1999 Page 2 satisfaction to be true and correct copies thereof, as we have deemed necessary under the circumstances. Based upon the foregoing and such other examination of law and fact as we have deemed necessary, and in reliance thereon, we are of the opinion that, subject to such proceedings as are now contemplated being duly taken and completed by you prior to the issuance of the Company Shares, the issuance of an appropriate order by the Commission declaring the Registration Statement, as amended, effective, and the compliance with applicable state securities and "blue sky" laws, (i) the Company Shares have been duly authorized and will, upon sale and delivery thereof and receipt by the Company of full payment therefor as set forth in the Registration Statement and Additional Registration Statement, be validly issued, fully paid and nonassessable, and (ii) the Outstanding Shares are duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Additional Registration Statement and to the reference to this firm under the caption "Legal Matters" in the Prospectus which is a part of the Registration Statement and which is incorporated by reference into the Additional Registration Statement. Very truly yours, /s/ GIBSON, DUNN & CRUTCHER LLP GIBSON, DUNN & CRUTCHER LLP TDM/TJF/JDB EX-23.1 3 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement dated June 30, 1999 of the reference to our firm under the captions "Experts" and "Selected Financial Data" and to the use of our report dated March 24, 1999, except for Note 10, as to which the date is May 26, 1999, included in the Registration Statement Amendment No. 2 (Form S-1 No. 333-76649) and related Prospectus of Salem Communications Corporation for the registration of shares of its common stock. Our audits also included the financial statement schedule of Salem Communications Corporation listed in Item 16(b) of the Registration Statement Amendment No. 2 (Form S-1 No. 333-76649). This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. /s/ ERNST & YOUNG LLP Woodland Hills, California June 30, 1999 -----END PRIVACY-ENHANCED MESSAGE-----