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) April 4, 2008 (March 31, 2008)
(Exact name of registrant as specified in its charter)
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| Delaware
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000-24525
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36-4159663 |
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(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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| 3280 Peachtree Road, N.W., Suite 2300, Atlanta GA
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30305 |
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| (Address of principal executive offices)
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(Zip Code) |
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| Registrant’s telephone number, including area code |
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(404) 949-0700 |
n/a
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 5 — Corporate Governance and Management
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| Item 5.03 |
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— Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective March 31, 2008, the Board of Directors of Cumulus Media Inc. (the “Company”)
approved and adopted amendments to Sections 5.1, 5.2 and 5.6 of the Company’s Amended and Restated
By-Laws, as amended (the “By-Laws”), to provide for the issuance of uncertificated shares. The
amendments permit the issuance and transfer of shares without certificates, by providing that the
Board of Directors may adopt resolutions providing for the issuance of uncertificated shares. The
amendments also revise provisions relating to lost certificates and the transfer of shares to
reflect the possibility that shares may be in uncertificated form.
The
By-Laws were amended in order to enable the Company to comply with a NASDAQ Stock Market
rule that requires that all listed securities become eligible to participate in a Direct
Registration System (“DRS”) by March 31, 2008. DRS allows shareholders to hold shares of the
Company’s securities registered in their names without the issuance of physical stock certificates
and allows them to transfer electronically shares of the Company’s securities to broker-dealers in
order to effect transactions without the need to transfer physical stock certificates.
In
connection with the amendment of the By-Laws, effective March 31, 2008, the Board of
Directors adopted resolutions providing for the issuance of uncertificated shares.
The
foregoing summary of the amendments to the By-Laws does not purport to be complete and is
qualified in its entirety by reference to the text of the amendments, filed as Exhibit 3.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Section 9 — Financial Statements and Exhibits
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| Item 9.01 |
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— Financial Statements and Exhibits. |
(c) Exhibits. The following exhibits are filed with this report:
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| Exhibit No. |
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Description |
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3.1 |
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Amendments to By-Laws. |