8-K

UNITED STATES
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 (Date of earliest event reported): November 7, 2007

SPANISH BROADCASTING SYSTEM, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 000-27823
(Commission
File Number) 13-3827791
(IRS Employer Identification No.)

2601 South Bayshore Drive, PH II, Coconut Grove, Florida
(Address of principal executive offices) 33133
(Zip Code)

(305) 441-6901
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

     See disclosure under Item 5.02 of this report, which is incorporated by reference in this Item 1.01.

Item 5.02 Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     (e) On November 7, 2007, Spanish Broadcasting System, Inc. (“SBS” or the “Company”) entered into an amendment with Marko Radlovic, amending the terms of his employment agreement dated October 31, 2003, and the amendment thereto dated July 21, 2005 (collectively, the “Employment Agreement”). The amendment amends the Employment Agreement to change Mr. Radlovic’s title of Executive Vice President and Chief Operating Officer of the Company to Executive Vice President and Chief Operating Officer of the radio segment of SBS and to clarify that Mr. Radlovic’s eligibility for performance bonuses is based on the Company’s radio operation.

     Except as expressly provided for in the amendment, Mr. Radlovic’ Employment Agreement has not been otherwise modified and will continue in full force and effect.

     The foregoing description is qualified in its entirety by reference to the amendment, which is attached to this Form 8-K as Exhibit 10.1 and is incorporated by reference into this Item 5.02. A copy of the employment agreement, dated October 13, 2003, between the Company and Marko Radlovic has been filed with the Securities and Exchange Commission as Exhibit 10.81 to the Company’s Annual Report on Form 10-K filed on March 15, 2004, and a copy of the amendment, dated July 21, 2005, amending the employment agreement, dated October 13, 2003, between the Company and Marko Radlovic has been filed with the Securities and Exchange Commission as Exhibit 10.100 to the Company’s Annual Report on Form 10-K filed on March 16, 2006.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

10.1 - Amendment No. 2 to Amended and Restated Employment Agreement dated as of November 7, 2007.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SPANISH BROADCASTING SYSTEM, INC. (Registrant)
November 9, 2007	By:	/s/ Joseph A. García
		Joseph A. García
		Chief Financial Officer, Executive Vice President and Secretary

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Exhibit Index

Exhibit No.		Description
10.1	-	Amendment No. 2 to Amended and Restated Employment Agreement dated as of November 7, 2007.

EX-10.1

Exhibit 10.1

AMENDMENT NO. 2 TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     This Amendment No. 2 (“Amendment”) is made as of November 7, 2007, between Spanish Broadcasting System, Inc., a Delaware corporation with offices located at 2601 South Bayshore Drive, PH II, Coconut Grove, Florida 33133 (“SBS”) and Marko Radlovic (hereinafter referred to as “Employee”), an individual.

RECITALS

     WHEREAS, SBS and Employee entered into a certain amended and restated employment agreement dated October 31, 2003, as amended on July 21, 2005 (the “Agreement”); and

     WHEREAS, SBS and Employee wish to amend the Agreement pursuant to the term and conditions set forth herein below.

     NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties understand and agree to amend the Agreement as follows:

     1. Amendment to Agreement. Upon effectiveness of this Amendment, as provided in Section 2 below, the Agreement is hereby amended as follows:

a.	Section 1 is hereby amended by deleting the words “Executive Vice President/Chief Operating Officer for SBS” where the title appears thereof and replaced with the following words “Executive Vice President and Chief Operating Officer of the Radio Segment of SBS”.
b.	Section 4(c) is hereby amended in its entirety and replaced with the following:
	“(c) Performance Bonus. Beginning September 30, 2007, Employee shall be entitled to a quarterly performance bonus upon the recommendation of the CEO and the approval of the Compensation Committee as follows:
	(i) SBS shall pay Employee thirty thousand dollars ($30,000) if “Radio Net Revenue” per quarter equals or exceeds the radio sales budget established by SBS’ Chief Financial Officer (“CFO”) and Employee (the “Sales Budget”) and certified by the CFO. “Radio Net Revenue” shall mean gross billings derived from all revenue categories generated by SBS’ radio entities, less any commissions retained by advertising agencies placing advertisements or other services for their clients in SBS’ radio operating entities, as certified by the CFO;

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	(ii) SBS shall pay Employee twenty thousand dollars ($20,000) if SBS’ Radio Net Revenue, excluding non-cash revenue, growth per quarter exceeds general market cash revenue growth for the same quarter based on markets measured by the Miller Kaplan Market Total Revenue Performance Summary report and certified by the CFO;
	(iii) SBS shall pay Employee thirty five thousand dollars ($35,000) if Employee meets or exceeds SBS’ quarterly Radio Station Operating Income, (“RSOI”) goal set forth in the Sales Budget. “RSOI” is defined as radio operating income before depreciation and amortization, and gain (loss) on the sale of assets and excluding stock-based compensation expense, as certified by the CFO; and
	(iv) An annual discretionary bonus, subject to Compensation Committee approval, based upon the CEO’s recommendation to the Committee with reference to Employee’s performance during the calendar year.”
(c)	The Agreement is hereby amended by deleting the word “BCF” where the word appears thereof and replaced with the following word “RSOI.”

     2. Effectiveness. This Amendment shall become effective at such time that executed counterparts of this Amendment have been duly executed and delivered.

     3. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

     4. The remaining terms and conditions of the Agreement remain in full force and effect.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the day and year first written above.

SPANISH BROADCASTING SYSTEM, INC.
By:	/s/ Raúl Alarcón, Jr.
	Name:	Raúl Alarcón, Jr.
	Title:	President/CEO

EMPLOYEE
 

/s/ Marko Radlovic   

Marko Radlovic 

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