As filed with the Securities and Exchange Commission on May 19, 2021

Registration No. 333-250100

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

(Post-Effective Amendment No. 1)

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

AUDACY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania		23-1701044
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
2400 Market Street, 4th Floor Philadelphia, Pennsylvania		19103
(Address of Principal Executive Offices)		(Zip Code)

AUDACY ACQUISITION EQUITY COMPENSATION PLAN

(Formerly Known As QLGG 2017 Stock Incentive Plan)

(Full title of the plan)

Andrew P. Sutor, IV

Executive Vice President, Secretary

Audacy, Inc.

2400 Market Street, 4^th Floor

Philadelphia, PA 19103

(Name and address of agent for service)

(610) 660-5610

(Telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐				Accelerated filer		☒
Non-accelerated filer		☐				Smaller reporting company		☐
						Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.    ☐

 

 

 

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-8 filed on November 16, 2020 (Registration Statement No. 333-250100) (the “Registration Statement”) of Audacy, Inc., a Pennsylvania corporation (f/k/a Entercom Communications Corp.) (“Audacy”), relating to shares of Audacy’s Class A common stock, par value $0.01 per share (“Class A Shares”), issuable under the Audacy Acquisition Equity Compensation Plan (the “Plan”), is being filed solely to reflect a change in the name of the Plan from “QLGG 2017 Stock Incentive Plan” to “Audacy Acquisition Equity Compensation Plan,” which change was effected by amending the Plan on May 14, 2021.

An aggregate of 2,929,910 Class A Shares issuable under the Plan have previously been registered pursuant to the Registration Statement. The filing fee with respect to these Class A Shares was previously paid in connection with the filing of the Registration Statement. No additional securities are being registered pursuant to this Amendment.

PART II

Item 8.    Exhibits.

 

Exhibit No.		Description
24.1		Powers of Attorney (included on the signature page hereto)
99.1*		Audacy Acquisition Equity Compensation Plan (incorporated by reference to Exhibit 10.4 to Audacy, Inc.’s Current Report on Form 8-K (SEC File No. 001-14461) filed on May 19, 2021)

 

*	Incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Philadelphia, Commonwealth of Pennsylvania, on May 19, 2021.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby authorizes and appoints David J. Field and Andrew P. Sutor, IV, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead in any and all capacities to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including pre- and post-effective amendments) to the Registration Statements referenced herein, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

SIGNATURE		CAPACITY		DATE
Principal Executive Officer:
/s/ David J. Field		President, Chief Executive Officer		May 14, 2021
David J. Field
Principal Financial Officer:
/s/ Richard J. Schmaeling		Executive Vice President – Strategic initiatives and Chief Financial Officer		May 14, 2021
Richard J. Schmaeling
Principal Accounting Officer:
/s/ Elizabeth Bramowski		Chief Accounting Officer Treasurer and Controller		May 14, 2021
Elizabeth Bramowski
Directors:
/s/ David J. Field		Director, Chairman		May 14, 2021
David J. Field
/s/ Joseph M. Field		Director, Chairman Emeritus		May 14, 2021
Joseph M. Field

/s/ David J. Berkman		Director		May 14, 2021
David J. Berkman
/s/ Sean R. Creamer		Director		May 14, 2021
Sean R. Creamer
/s/ Louise C. Kramer		Director		May 14, 2021
Louise C. Kramer
/s/ Joel Hollander		Director		May 14, 2021
Joel Hollander
/s/ Mark R. LaNeve		Director		May 14, 2021
Mark R. LaNeve
/s/ David Levy		Director		May 14, 2021
David Levy
/s/ Susan K. Neely		Director		May 14, 2021
Susan K. Neely
/s/ Monique L. Nelson		Director		May 14, 2021
Monique L. Nelson