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): July 26, 2011
SPANISH BROADCASTING SYSTEM,
INC.
(Exact name of registrant as
specified in its charter)
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| Delaware |
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000-27823 |
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13-3827791 |
| (State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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2601 South Bayshore Drive, PH
II, Coconut Grove, Florida
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33133 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (305) 441-6901
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| (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:
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))
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing
On July 26, 2011, the Company received notification from The NASDAQ Stock Market (“NASDAQ”)
that the Company had regained compliance with the $1.00 minimum closing bid price requirement in
accordance with NASDAQ listing rules. The Nasdaq Listing Qualifications Panel has determined to
continue the listing of the Company’s securities on The Nasdaq Stock Market.
For the sole purpose of regaining compliance with the Nasdaq listing rules, on July 5, 2011,
the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary
of State of the State of Delaware (the “Amendment”). The Amendment effected a one-for-ten
(1-for-10) reverse stock split of the Company’s outstanding Class A common stock, par value $0.0001
per share and Class B common stock, par value $0.0001 per share . The reverse stock split became
effective July 12, 2011.
The reverse stock split was approved by the Company’s stockholders at the annual meeting held
on June 1, 2011. The trading of the Company’s common stock on the Nasdaq Capital Market on a
split-adjusted basis began at the opening of trading on July 11, 2011. The Company’s common stock
is currently trading on The Nasdaq Capital Market under the symbol “SBSA” with the letter “D”
appended to the trading symbol for a period of 20 trading days to indicate that the reverse stock
split has occurred, after which time it will revert to trading under the symbol “SBSA.”
A copy of the press release announcing that the above developments is attached hereto as
Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
99.1 — Press Release dated August 1, 2011.
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Item 9.01. Financial Statements and Exhibits
99.1 — Press Release dated August 1, 2011.
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