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): February 19, 2015
SALEM MEDIA GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-26497 | 77-0121400 |
| (State or Other Jurisdiction | (Commission | (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
| 4880 Santa Rosa Road, Camarillo, California | 93012 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (805) 987-0400
Not Applicable
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
ITEM 7.01 REGULATION FD DISCLOSURE
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBITS
SIGNATURE
EXHIBIT INDEX
EXHIBIT 3.1
EXHIBIT 3.2
EXHIBIT 99.1
| ITEM 5.03 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR |
Effective February 19, 2015, Salem Communications Corporation (the “Company”) changed its name to Salem Media Group, Inc. A Certificate of Amendment of Certificate of Incorporation was filed with the Delaware Division of Corporations on February 19, 2015 and is attached hereto as Exhibit 3.1. In addition, the bylaws of the Company were amended and restated to reflect the name change to Salem Media Group, Inc. A copy of the second amended and restated bylaws is attached hereto as Exhibit 3.2.
| ITEM 7.01 | REGULATION FD DISCLOSURE |
On February 23, 2015, the Company issued a press release announcing its name change. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits. The following exhibits are furnished with this report on Form 8-K: |
| Exhibit No. | Description | |
|
3.1 |
Certificate of Amendment of Certificate of Incorporation filed with the Delaware Division of Corporations on February 19, 2015. | |
| 3.2 | Second Amended and Restated Bylaws of Salem Media Group, Inc. | |
| 99.1 | Press release, dated February 23, 2015, of Salem Communications Corporation announcing its name change to Salem Media Group, Inc. |
SIGNATURE
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.
| SALEM MEDIA GROUP, INC. | |
| Date: February 23, 2015 | By:/s/CHRISTOPHER J. HENDERSON |
|
Christopher J. Henderson |
|
| Senior Vice President and General Counsel |
EXHIBIT INDEX
| Exhibit No. | Description | |
|
3.1 |
Certificate of Amendment of Certificate of Incorporation filed with the Delaware Division of Corporations on February 19, 2015. | |
| 3.2 | Second Amended and Restated Bylaws of Salem Media Group, Inc. | |
| 99.1 | Press release, dated February 23, 2015, of Salem Communications Corporation announcing its name change to Salem Media Group, Inc. |