UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CITADEL BROADCASTING CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 51-0405729
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
City Center West, Suite 400
7201 West Lake Mead Blvd. 89128
Las Vegas, Nevada
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock, $.01 par value per share New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |X|
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |_|
Securities Act registration statement file number to which this form
relates: 333-89844
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
Item 1. Description of the Registrant's Securities to Be Registered.
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This registration statement relates to the common stock, $.01 par
value per share, of Citadel Broadcasting Corporation (the "Company").
Reference is made to the information set forth under the caption
"Description of Capital Stock" in the Prospectus constituting a part of the
Registration Statement on Form S-1 filed by the Company with the Securities
and Exchange Commission, as amended (Registration No. 333-89844), which
information is incorporated herein by reference. Any prospectus
subsequently filed by the Company pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, shall be deemed to be incorporated by
reference into this registration statement.
Item 2. Exhibits.
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1. Registration Statement on Form S-1, filed by Citadel Broadcasting
Corporation with the Securities and Exchange Commission ("SEC") on
June 5, 2002 (Registration No. 333-89844), as amended by Amendment No.
1 thereto, filed with the SEC on November 13, 2002, Amendment No. 2
thereto, filed with the SEC on December 23, 2002, Amendment No. 3,
filed with the SEC on May 29, 2003, Amendment No. 4, filed with the
SEC on July 2, 2003 and Amendment No. 5, filed with the SEC on July
18, 2003 (as so amended, the "Form S-1 Registration Statement")
(incorporated by reference to the Form S-1 Registration Statement).
2. Form of Restated Certificate of Incorporation of Citadel Broadcasting
Corporation to be in effect upon closing of the initial public
offering (incorporated herein by reference to Exhibit 3.1 to the Form
S-1 Registration Statement).
3. Form of Amended and Restated By-Laws of Citadel Broadcasting
Corporation to be in effect upon closing of the initial public
offering (incorporated herein by reference to Exhibit 3.2 to the Form
S-1 Registration Statement).
4. Form of Common Stock Certificate (incorporated herein by reference to
Exhibit 4.1 to the Form S-1 Registration Statement).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereto duly authorized.
Date: July 21, 2003
Citadel Broadcasting Corporation
By: /s/ Randy L. Taylor
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Name: Randy L. Taylor
Title: Secretary and
Vice President-Finance
EXHIBIT INDEX
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Exhibit Description
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1. Registration Statement on Form S-1, filed by Citadel Broadcasting
Corporation with the Securities and Exchange Commission ("SEC")
on June 5, 2002 (Registration No. 333-89844), as amended by
Amendment No. 1 thereto, filed with the SEC on November 13, 2002,
Amendment No. 2 thereto, filed with the SEC on December 23, 2002,
Amendment No. 3, filed with the SEC on May 29, 2003, Amendment
No. 4, filed with the SEC on July 2, 2003 and Amendment No. 5,
filed with the SEC on July 18, 2003 (as so amended, the "Form S-1
Registration Statement") (incorporated by reference to the Form
S-1 Registration Statement).
2. Form of Restated Certificate of Incorporation of Citadel
Broadcasting Corporation to be in effect upon closing of the
initial public offering (incorporated herein by reference to
Exhibit 3.1 to the Form S-1 Registration Statement).
3. Form of Amended and Restated By-Laws of Citadel Broadcasting
Corporation to be in effect upon closing of the initial public
offering (incorporated herein by reference to Exhibit 3.2 to the
Form S-1 Registration Statement).
4. Form of Common Stock Certificate (incorporated herein by
reference to Exhibit 4.1 to the Form S-1 Registration Statement).