As filed with the Securities and Exchange Commission on March 3, 2009

		Registration No. 333-149441

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post Effective Amendment No. 1

to

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

Arbitron Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		52-0278528
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
9705 Patuxent Woods Drive
Columbia, MD		21046
(Address of Principal Executive		(Zip Code)
Offices)

ARBITRON INC. 1999 STOCK INCENTIVE PLAN
(Full Title of the Plan)

(Name and Address of Agent for Service)

(410) 312-8000
(Telephone Number, Including Area Code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

 

 

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 of Arbitron, Inc. is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended, solely in order to file revised Exhibits 23.2 and 24.1.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 8. Exhibits.

The Exhibits to this registration statement are listed in the Index to Exhibits.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on this 3 day of March, 2009.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature				Title		Date
/s/ Michael P. Skarzynski				President, and Chief Executive Officer		March 3, 2009
Michael P. Skarzynski				(Principal executive officer)
/s/ Sean R. Creamer				Executive Vice President of Finance and		March 3, 2009
Sean R. Creamer				Planning and Chief Financial Officer (Principal financial and accounting officer)
*
Shellye Archambeau				Director		March 3, 2009
*
David W. Devonshire				Director		March 3, 2009
*
Philip Guarascio				Director		March 3, 2009
*
William T. Kerr				Director		March 3, 2009
*
Larry E. Kittelberger				Director		March 3, 2009
*
Stephen B. Morris				Director		March 3, 2009
*
Luis G. Nogales				Director		March 3, 2009
*
Richard A. Post				Director		March 3, 2009
By:		/s/ Timothy T. Smith				March 3, 2009
		Timothy T. Smith As Attorney-in-fact (see Exhibit 24.1)

INDEX TO EXHIBITS

Number		Description
5.1**		Opinion of Timothy T. Smith, Executive Vice President and Chief Legal Officer, Legal and Business Affairs, and Secretary of the Registrant regarding the legality of the securities being registered
10.1**		Arbitron 1999 Stock Incentive Plan, as amended as of May 15, 2007 (Previously filed as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the Quarter ended as of June 30, 2007 and incorporated herein by reference)
23.1**		Consent of Timothy T. Smith (included in Exhibit 5.1)
23.2*		Consent of KPMG LLP
24.1*		Powers of attorney