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 20, 2012

EMMIS COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

INDIANA

(State of incorporation or organization)

0-23264

(Commission file number)

35-1542018

(I.R.S. Employer Identification No.)

ONE EMMIS PLAZA

40 MONUMENT CIRCLE

SUITE 700

INDIANAPOLIS, INDIANA 46204

(Address of principal executive offices)

(317) 266-0100

(Registrant’s Telephone Number, Including Area Code)

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):

ITEM 1.01. Entry into a Material Definitive Agreement.

On July 20, 2012, subsidiaries of Emmis Communications Corporation (collectively, “Emmis” or the “Company”) entered into a Second Amendment to Put and Call Agreement (the “Second Amendment”) with a subsidiary of Grupo Radio Centro, S.A.B. de C.V. (“GRC”) and certain of GRC’s “Qualified Designees” (as defined in the Put and Call Agreement dated April 3, 2009 (the “Put and Call Agreement”)). The First Amendment to Put and Call Agreement Dated April 13, 2012 (the “First Amendment”)), gave GRC’s Qualified Designees the right, but not the obligation, to purchase radio station KXOS-FM (f/k/a KMVN-FM), Los Angeles, CA (the “Station”) for $85.5 million (instead of the $110 million originally set forth in the Put and Call Agreement) provided that the closing occur on or before the thirtieth day after FCC approval of the transfer of the Station’s main FCC license. The FCC approved the transfer on June 22, 2012. The Second Amendment extends to August 8, 2012 the date by which the Qualified Designees may purchase the station for the $85.5 million purchase price. Any closing under the Put and Call Agreement, as amended, is subject to customary representations, warranties, covenants and conditions.

The foregoing description of the transactions does not purport to be a complete statement of the parties’ rights and obligations under the Second Amendment and is qualified in its entirety by reference to the Second Amendment, which is filed with this report as Exhibit 10.1.

Note: Certain statements included in this report which are not statements of historical fact, including but not limited to those identified with the words “expect,” “will” or “look” are intended to be, and are, by this Note, identified as “forward-looking statements,” as defined in the Securities and Exchange Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others:

Emmis does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

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, thereunto duly authorized.