As filed with the Securities and Exchange Commission on May 14, 2020
REGISTRATION STATEMENT NO. 333-14657
REGISTRATION STATEMENT NO. 333-42878
REGISTRATION STATEMENT NO. 333-71904
REGISTRATION STATEMENT NO. 333-92318
REGISTRATION STATEMENT NO. 333-105724
REGISTRATION STATEMENT NO. 333-117033
REGISTRATION STATEMENT NO. 333-148249
REGISTRATION STATEMENT NO. 333-171463
REGISTRATION STATEMENT NO. 333-184933
REGISTRATION STATEMENT NO. 333-193245
REGISTRATION STATEMENT NO. 333-205579
REGISTRATION STATEMENT NO. 333-212419
REGISTRATION STATEMENT NO. 333-219267
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-14657
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-42878
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-71904
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-92318
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-105724
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-117033
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-148249
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-171463
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-184933
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-193245
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-205579
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-212419
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-219267
UNDER
THE SECURITIES ACT OF 1933
Emmis Communications Corporation
(Exact name of registrant as specified in its charter)
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Indiana
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35-1542018
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(State or other jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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ONE EMMIS PLAZA
40 MONUMENT CIRCLE
SUITE 700
INDIANAPOLIS, INDIANA 46204
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
Emmis Broadcasting Corporation Non-Employee Director Stock Option Plan
Emmis Broadcasting Corporation 1995 Equity Incentive Plan
Emmis Communications Corporation Employee Stock Purchase Plan
Emmis Communications Corporation 1997 Equity Incentive Plan
Emmis Communications Corporation 1999 Equity Incentive Plan
Emmis Communications Corporation 2001 Equity Incentive Plan
Emmis Communications Corporation 2002 Equity Compensation Plan
Emmis Operating Company 401(K) Plan
Emmis Operating Company 401(K) Plan Two
Emmis Communications Corporation 2004 Equity Compensation Plan
Emmis Communications Corporation 2010 Equity Compensation Plan
Emmis Communications Corporation 2012 Equity Compensation Plan
Emmis Communications Corporation 2012 Retention Plan and Trust
Emmis Communications Corporation 2015 Equity Compensation Plan
Emmis Communications Corporation 2016 Equity Compensation Plan
Emmis Communications Corporation 2017 Equity Compensation Plan
(Full Title of the Plans)
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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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. ☐
DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments are being filed to deregister unsold securities of Emmis Communications Corporation, an Indiana corporation (“Emmis” or the “Registrant”) that were registered on the following Registration Statements on Form S-8 (each, a “Registration Statement”, and collectively, the “Registration Statements”) filed with the U.S. Securities and Exchange Commission (the “Commission”):
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Registration Statement on Form S-8 (No. 333-14657), filed with the Commission on October 23, 1996, relating to the Emmis Broadcasting Corporation Non-Employee Director Stock Option Plan and Emmis Broadcasting Corporation 1995 Equity Incentive Plan.
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Registration Statement on Form S-8 (No. 333-42878), filed with the Commission on August 2, 2000, relating to the Emmis Communications Corporation Employee Stock Purchase Plan, Emmis Communications Corporation 1997 Equity Incentive Plan and Emmis Communications Corporation 1999 Equity Incentive Plan.
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Registration Statement on Form S-8 (No. 333-71904), filed with the Commission on October 19, 2001, relating to the Emmis Communications Corporation 2001 Equity Incentive Plan.
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Registration Statement on Form S-8 (No. 333-92318), filed with the Commission on July 12, 2002, relating to the Emmis Communications Corporation 2002 Equity Compensation Plan.
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Registration Statement on Form S-8 (No. 333-105724), filed with the Commission on May 30, 2003, relating to the Emmis Operating Company 401(k) Plan and Emmis Operating Company 401(k) Plan Two.
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Registration Statement on Form S-8 (No. 333-117033), filed with the Commission on June 30, 2004, relating to the Emmis Communications Corporation 2004 Equity Compensation Plan.
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Registration Statement on Form S-8 (No. 333-148249), filed with the Commission on December 21, 2007, relating to the Emmis Operating Company 401(k) Plan and Emmis Operating Company 401(k) Plan Two.
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Registration Statement on Form S-8 (No. 333-171463), filed with the Commission on December 29, 2010, relating to the Emmis Communications Corporation 2010 Equity Compensation Plan.
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Registration Statement on Form S-8 (No. 333-184933), filed with the Commission on November 14, 2012, relating to the Emmis Communications Corporation 2012 Equity Compensation Plan.
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Registration Statement on Form S-8 (No. 333-193245), filed with the Commission on January 9, 2014, relating to the Emmis Communications Corporation 2012 Retention Plan and Trust.
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Registration Statement on Form S-8 (No. 333-205579), filed with the Commission on July 9, 2015, relating to the Emmis Communications Corporation 2015 Equity Compensation Plan.
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Registration Statement on Form S-8 (No. 333-212419), filed with the Commission on July 7, 2016, relating to the Emmis Communications Corporation 2016 Equity Compensation Plan.
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Registration Statement on Form S-8 (No. 333-219267), filed with the Commission on July 13, 2017, relating to the Emmis Communications Corporation 2017 Equity Compensation Plan.
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The Registrant has delisted its Common Stock from the NASDAQ Stock Market and is deregistering its Common Stock under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), through the filing of a Form 25 and Form 15 with the Commission.
Accordingly, the Registrant hereby terminates the effectiveness of the Registration Statements and, in accordance with undertakings contained in the Registration Statements to remove from registration by means of a post-effective amendment any of the securities that had been registered but remained unsold at the termination of the offering, removes from registration any and all securities of the Registrant registered but unsold under the Registration Statements as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Emmis Communications Corporation 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 these Post-Effective Amendments to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in Indianapolis, State of Indiana, on May 14, 2020.
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EMMIS COMMUNICATIONS CORPORATION
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By:
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/s/ J. Scott Enright
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Name:
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J. Scott Enright
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Title:
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Executive Vice President,
General Counsel & Secretary
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No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance upon Rule 478 of the Securities Act.
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