Edgar Filing: ENTRAVISION COMMUNICATIONS CORP

Registration No. 333-82718

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ENTRAVISION COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 95-4783236
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

2425 Olympic Boulevard, Suite 6000 West 90404
Santa Monica, California (Zip Code)
(Address of Principal Executive Offices)

ENTRAVISION COMMUNICATIONS CORPORATION
2001 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)

Walter F. Ulloa Copy To:
Chairman and Chief Executive Officer Lance Jon Kimmel, Esq.
2425 Olympic Boulevard, Suite 6000 West Foley & Lardner
Santa Monica, California 90404 2029 Century Park East, Suite 3500
(Name and address of agent for service) Los Angeles, California 90067
(310) 447-3870 (310) 277-2223
(Telephone number, including area code, of agent for service)

Introduction
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This Post-Effective Amendment No. 1 ("Amendment No. 1") to the
Registration Statement on Form S-8 (SEC File No. 333-82718) filed on February
14, 2002 (the "Original Filing") is being filed for the purpose of identifying
certain selling stockholders ("Selling Stockholders") who are our affiliates and
who may offer and sell shares of our Class A common stock, $0.0001 par value per
share, from time to time, on the New York Stock Exchange or in private
transactions at prevailing market prices or at privately negotiated prices.

Each Selling Stockholder referred to in this prospectus may use this
prospectus to sell a maximum number of the shares of our Class A common stock
(the "Stock") set forth in the table below. The Selling Stockholders are not
required to sell the shares of the Stock and sales of the Stock are entirely at
the discretion of each Selling Stockholder. Each Selling Stockholder may sell
the Stock on the open market at market price in ordinary broker transactions, in
negotiated transactions, in hedging transactions or pursuant to Rule 144 under
the Securities Act of 1933, as amended (the "Securities Act"), and each may pay
broker commissions in connection with such transactions. Each Selling
Stockholder is responsible for any brokerage commissions or expenses he or she
incurs in connection with the sale of the Stock.

We have paid the expenses incurred in connection with the registration
of the Stock under the Securities Act. We will not receive any proceeds from the
sale of such Stock.

This Amendment No. 1 incorporates by this reference the contents of the
Original Filing, to the extent not inconsistent with this Amendment No. 1.

We will supplement this prospectus, from time to time, as the names of
additional Selling Stockholders and/or the amounts of the shares of Stock to be
re-offered become known to us. We will file all such supplements to this
prospectus with the Securities and Exchange Commission (the "Commission") as
required by Rule 424(b) under the Securities Act.

With this filing, the following Selling Stockholders are covered by
this Amendment No. 1, each with the respective number of shares allocated from
the aggregate amount originally registered:

Selling Stockholders Plan Shares
-------------------- -----------
Philip C. Wilkinson 1,894
Jeanette Tully 151
Jeffery A. Liberman 251
Glenn Emanuel 401

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Certain information required by Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities Act, is
not required to be filed with the Commission and is omitted from this Amendment
No. 1 in accordance with the explanatory note to Part I of Form S-8 and Rule 428
under the Securities Act.

Certain other information required by Part I of Form S-8 is
incorporated by reference to the Original Filing.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

We are incorporating by reference into this Amendment No. 1 the following
documents previously filed with the Commission:

(a) Our Annual Report on Form 10-K for the fiscal year ended December 31,
2001 (SEC File No. 001-15997), which includes audited financial statements as of
and for the fiscal year ended December 31, 2001.

(b) All other reports which we filed with the Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the document
referred to in (a) above.

(c) The description of our Class A common stock in our Registration
Statement on Form 8-A (SEC File No. 001-15997) filed with the Commission on July
20, 2000 pursuant to Section 12 of the Exchange Act, which, in turn,
incorporated such description by reference to page 78 of our Preliminary
Prospectus, dated April 20, 2000, filed with the Commission on April 21, 2000,
as part of our Registration Statement on Form S-1 (SEC File No. 333-35336), and
any amendments or reports filed to update the description.

All documents we filed pursuant to Section 13(a), 13(c), 14 and 15(d) of
the Exchange Act after the date of filing of this Amendment No. 1 and prior to
the filing of any post-effective amendment to this Amendment No. 1 which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into this Amendment No. 1 and to be a part hereof from the date of
filing of such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

A partner of Foley & Lardner holds 14,450 shares of our Class A common
stock and stock options to acquire 50,000 shares of our Class A common stock.

Item 6. Indemnification of Directors and Officers.

Incorporated by reference to the Original Filing.

Item 7. Exemption from Registration Claimed.

Not applicable.

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Item 8. Exhibits.

Exhibit
Number Exhibit
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4.1 Entravision Communications Corporation 2001 Employee Stock Purchase
Plan (filed as an exhibit to the registrant's definitive Proxy
Statement filed with the Securities and Exchange Commission on April
9, 2001)

5 Opinion of Foley & Lardner (filed as an exhibit to the Original Filing
filed with the Securities and Exchange Commission on February 14,
2002)

23.1 Consent of Foley & Lardner (filed as an exhibit to the Original Filing
filed with the Securities and Exchange Commission on February 14,
2002)

23.2* Consent of McGladrey & Pullen, LLP

24 Power of Attorney (filed as an exhibit to the Original Filing filed
with the Securities and Exchange Commission on February 14, 2002)

_________________
* Filed herewith

Item 9. Undertakings.

Incorporated by reference to the Original Filing.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant 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 this Amendment
No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Santa Monica, State of California, on April 16, 2002.

ENTRAVISION COMMUNICATIONS
CORPORATION

By: /s/ Walter F. Ulloa
------------------------------
Walter F. Ulloa
Chairman and Chief Executive
Officer

IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 has been signed below by the following persons in the
capacities and on the date indicated.

Signature Title Date
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/s/ Walter F. Ulloa Chairman, Chief Executive Officer April 16, 2002
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Walter F. Ulloa and Director (principal executive officer)

/s/ Philip C. Wilkinson* President, Chief Operating Officer and Director April 16, 2002
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Philip C. Wilkinson

/s/ Jeanette Tully* Executive Vice President, Treasurer April 16, 2002
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Jeanette Tully and Chief Financial Officer
(principal financial officer and
principal accounting officer)

/s/ Paul A. Zevnik* Secretary and Director April 16, 2002
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Paul A. Zevnik

/s/ Darryl B. Thompson* Director April 16, 2002
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Darryl B. Thompson

/s/ Amador S. Bustos* Director April 16, 2002
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Amador S. Bustos

Director April __, 2002
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Andrew W. Hobson

/s/ Michael D. Wortsman* Director April 16, 2002
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Michael D. Wortsman

/s/ Michael S. Rosen* Director April 16, 2002
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Michael S. Rosen

/s/ Esteban E. Torres* Director April 16, 2002
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Esteban E. Torres

/s/ Patricia Diaz Dennis* Director April 16, 2002
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Patricia Diaz Dennis

* /s/ Walter F. Ulloa April 16, 2002
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Walter F. Ulloa
Attorney-in-fact

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