As filed with the Securities and Exchange Commission on April 15, 2003
Registration No. 333-62542
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CUMULUS MEDIA INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 36-4159663
(State of Incorporation) (I.R.S. Employer Identification Number)
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CUMULUS MEDIA INC. 1999 STOCK INCENTIVE PLAN
CUMULUS MEDIA INC. 1999 EXECUTIVE STOCK INCENTIVE PLAN
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LEWIS W. DICKEY, JR., CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER
CUMULUS MEDIA INC.
3535 PIEDMONT ROAD, BUILDING 14, 14TH FLOOR
ATLANTA, GA 30305
(Name and Address of Agent for Service)
(404) 949-0700
(Telephone Number, including area code, of Agent for Service)
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Copy to:
MARK L. HANSON, ESQ.
JONES DAY
3500 SUNTRUST PLAZA
303 PEACHTREE STREET
ATLANTA, GA 30308-3242
(404) 521-3939
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CALCULATION OF REGISTRATION FEE
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Title of securities Amount to Proposed maximum Proposed maximum Amount of
to be registered be registered offering price per share aggregate offering price registration fee
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Class A Common Stock, 469,854 (1) (1) (1)
$.01 par value
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Class A Common Stock, 430,146 (1) (1) (1)
$.01 par value
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Class C Common Stock, 1,000,000 (1) (1) (1)
$.01 par value
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Class A Common Stock, 1,000,000 $16.64(2) $16,640,000(2) $1,346(3)
$.01 par value
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(1) Registration fees for these shares were paid upon the filing of the
original registration statement on Form S-8 (File No. 333-62542).
Therefore, no further registration fee is required for these shares.
(2) Estimated solely for purposes of computing the registration fee pursuant
to Rule 457(c) of the Securities Act of 1933, as amended (the "Securities
Act"), based upon the average of the reported high and low sales prices of
the Class A Common Stock of the company on the NASDAQ National Market
("NASDAQ") on April 8, 2003.
(3) The registration fee for the 1,000,000 shares of Class A Common Stock
registered hereby, $1,346, is calculated pursuant to Rule 457(c) under the
Securities Act as follows: .00008090 multiplied by the product of $16.64,
the average of the reported high and low sales prices of the Class A
Common Stock on NASDAQ on April 8, 2003 (a date within 5 business days
prior to this filing), multiplied by 1,000,000, the number of shares to be
registered.
EXPLANATORY NOTE
We are filing this Post-Effective Amendment No. 2 to the Registration
Statement on Form S-8 (File No. 333-62542) to register 1,000,000 additional
shares of our Class A Common Stock to be reserved for issuance under our 1999
Executive Stock Incentive Plan, as amended. The contents of the Registration
Statement on Form S-8 (File No. 333-62542), as previously amended, are
incorporated by reference into this Post-Effective Amendment No. 2.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
4.1 Cumulus Media Inc. 1999 Stock Incentive Plan (incorporated by
reference to Exhibit 4.1 of the registrant's registration statement
on Form S-8 (File No. 333-62542)).
4.2 Cumulus Media Inc. 1999 Executive Stock Incentive Plan (incorporated
by reference to Exhibit 4.2 of the registrant's registration
statement on Form S-8 (File No. 333-62542)).
4.3 Amended and Restated Certificate of Incorporation, including
Certificates of Designations for the 13-3/4% Series A Cumulative
Exchangeable Redeemable Preferred Stock due 2009 and the 12% Series
B Cumulative Preferred Stock (incorporated by reference to Exhibit
3.1 of the registrant's current report on Form 8-K, filed August 2,
2002)
4.4 Amended and Restated By-laws (incorporated by reference to Exhibit
3.2 of the registrant's current report on Form 8-K, filed August 2,
2002)
5.1 Opinion of Jones Day regarding legality of the common stock being
registered.
23.1 Consent of KPMG LLP.
23.2 Consent of Jones Day (included in Exhibit 5.1).
24.1 Power of Attorney (incorporated by reference to Exhibit 24.1 of the
registrant's Post-Effective Amendment No. 1 to Registration
Statement on Form S-8 (File No. 333-62542)).
II-1
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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on April 15, 2003.
CUMULUS MEDIA INC.
By: /s/ LEWIS W. DICKEY, JR.
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Lewis W. Dickey, Jr.
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 2 to the Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ LEWIS W. DICKEY, JR. Chairman, President, Chief Executive April 15, 2003
------------------------------ Officer and Director (Principal Executive
Lewis W. Dickey, Jr. Officer)
/s/ MARTIN R. GAUSVIK Executive Vice President and Chief April 15, 2003
------------------------------ Financial Officer (Principal Financial
Martin R. Gausvik and Accounting Officer)
* Director
------------------------------
Ralph B. Everett
* Director
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Holcombe T. Green, Jr.
* Director
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Eric P. Robison
* Director
------------------------------
Robert H. Sheridan, III
*By: /s/ MARTIN R. GAUSVIK April 15, 2003
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Martin R. Gausvik,
As Attorney-in-Fact
EXHIBIT INDEX
Exhibits
4.1 Cumulus Media Inc. 1999 Stock Incentive Plan (incorporated by reference to
Exhibit 4.1 of the registrant's registration statement on Form S-8 (File
No. 333-62542)).
4.2 Cumulus Media Inc. 1999 Executive Stock Incentive Plan (incorporated by
reference to Exhibit 4.2 of the registrant's registration statement on
Form S-8 (File No. 333-62542)).
4.3 Amended and Restated Certificate of Incorporation, including Certificates
of Designations for the 13-3/4% Series A Cumulative Exchangeable
Redeemable Preferred Stock due 2009 and the 12% Series B Cumulative
Preferred Stock (incorporated by reference to Exhibit 3.1 of the
registrant's current report on Form 8-K, filed August 2, 2002)
4.4 Amended and Restated By-laws (incorporated by reference to Exhibit 3.2 of
the registrant's current report on Form 8-K, filed August 2, 2002)
5.1 Opinion of Jones Day regarding legality of the common stock being
registered.
23.1 Consent of KPMG LLP.
23.2 Consent of Jones Day (included in Exhibit 5.1).
24.1 Power of Attorney (incorporated by reference to Exhibit 24.1 of the
registrant's Post-Effective Amendment No. 1 to Registration Statement on
Form S-8 (File No. 333-62542)).