false 0001067837 --12-31 0001067837 2023-06-30 2023-06-30

 

 

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): June 30, 2023

 

 

AUDACY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania   001-14461   23-1701044
(State or other jurisdiction
of incorporation)		  

(Commission

File Number)

   (IRS Employer
Identification No.)

 

2400 Market Street, 4th Floor

Philadelphia, Pennsylvania

   19103
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (610) 660-5610

(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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Class A Common Stock, par value $.01 per share   AUD   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

 

 

 

Item 3.03. Material Modifications to Rights of Security Holders.

The disclosure required by this Item 3.03 is included in Item 5.03 of this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Audacy, Inc. (the “Company”) filed articles of amendment to its amended and restated articles of incorporation (the “Amendment”) with the Pennsylvania Department of State to effect a Reverse Stock Split (as defined below) as of 12:00 a.m. Eastern Time on June 30, 2023 (the “Effective Time”).

As previously disclosed, the Company obtained shareholder approval for the Amendment on May 24, 2023 to permit the Company to effect a reverse stock split of its outstanding Class A and Class B common stock, at a reverse stock split ratio of one-for-30, as determined on June 5, 2023 by a special committee appointed by the board of directors of the Company comprised of David J. Field, Joel Hollander and Sean R. Creamer (the “Reverse Stock Split”).

At the Effective Time, each thirty (30) shares of Class A common stock and Class B common stock issued and outstanding immediately prior to the Effective Time were automatically reclassified, combined and converted into one (1) validly issued, fully paid and non-assessable share of Class A common stock or Class B common stock, respectively.

The Company did not issue fractional shares in connection with the Reverse Stock Split. Instead, the Company’s shareholders will receive cash in lieu of any fractional shares they would otherwise be entitled to receive in the Reserve Stock Split. In addition, proportional adjustments were made to the number of shares of Class A common stock subject to outstanding equity awards, as well as the applicable exercise price, to reflect the Reverse Stock Split.

Following the Effective Time, the Class A common stock will continue to be traded on the OTC Pink under the symbol “AUDA” on a split-adjusted basis when the market opens on June 30, 2023, under a new CUSIP number, 05070N 202.

The foregoing description of the Amendment is not complete and is subject to, and qualified in its entirety by, the complete text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and incorporated herein by reference in this Item 5.03.

Item 7.01. Regulation FD Disclosure.

On June 30, 2023, the Company issued a press release related to the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

3.1    Articles of Amendment to the Amended and Restated Articles of Incorporation, effective June 30, 2023
99.1    Press release issued by Audacy, Inc. on June 30, 2023
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

 

Audacy, Inc.
By:  

/s/ Andrew P. Sutor, IV

  Andrew P. Sutor, IV
  Executive Vice President and Secretary

Dated: June 30, 2023

Exhibit 3.1

ARTICLES OF AMENDMENT

TO THE AMENDED AND RESTATED

ARTICLES OF INCORPORATION OF

AUDACY, INC.

 

1.

The name of the Corporation is Audacy, Inc. (hereinafter referred to as the “Corporation”).

 

2.

The location and post office address of the registered office of the Corporation in the Commonwealth of Pennsylvania is c/o CT Corporation System. The registered office of the Corporation shall be deemed for venue and official publication purposes to be located in Dauphin County.

 

3.

The Corporation was incorporated under the provisions of the Business Corporation Law, Act of May 5, 1933, as amended. The date of its incorporation is on October 21, 1968.

 

4.

This amendment was adopted by the Corporation by action of its board of directors and shareholders under 15 Pa.C.S. § 1914.

 

5.

Effective on the next business day following the filing of these Articles of Amendment, Article EIGHTH of the Corporation’s Amended and Restated Articles of Incorporation is hereby amended and restated to read as follows:

 

 

Upon the effectiveness (the “Effective Time”) pursuant to the Pennsylvania Business Corporation Law, as amended, of the Articles of Amendment to these Amended and Restated Articles of Incorporation of the Corporation, the shares of Class A Common Stock and Class B Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any further action on the part of the Corporation or any of the respective holders thereof, be reclassified, combined and converted into shares of fully paid and nonassessable Class A Common Stock and Class B Common Stock, respectively, subject to the treatment of fractional share interests as described below, at a ratio determined by the committee of the Board of Directors established for such purpose between one-for two and one-for 30 (the “Reverse Stock Split Ratio”) in order to retain the listing of the Class A Common Stock on the New York Stock Exchange, and based on closing bid prices of the Class A Common Stock prior to such determination. The reclassification of the Class A Common Stock and Class B Common Stock will be deemed to occur at the Effective Time. From and after the Effective Time, certificates and records representing shares of Class A Common Stock and Class B Common Stock prior to such reclassification shall represent the number of shares of Class A Common Stock and Class B Common Stock, respectively, into which such Class A Common Stock and Class B Common Stock prior to such reclassification shall have been reclassified pursuant to the Articles of Amendment. No fractional shares shall be issued in connection herewith and, in lieu thereof, any shareholder who would otherwise be entitled to receive a fractional share of Class A Common Stock or Class B Common Stock shall instead be entitled to receive a cash payment equal to the fraction of a share of Class A Common Stock or Class B Common Stock to which such shareholder would otherwise be entitled multiplied by the

  closing price per share of the Class A Common Stock on the New York Stock Exchange at the close of business on the date prior to the Effective Time. The Reverse Stock Split Ratio determined by the committee shall be disclosed in a Current Report on Form 8-K filed by the Corporation with the Securities and Exchange Commission prior to the Effective Time.

[Signature Page Follows]

IN TESTIMONY WHEREOF, the undersigned corporation has caused these articles of amendment to be signed by a duly authorized officer thereof on June 29, 2023.

 

Audacy, Inc.

By:

  

/s/ Andrew P. Sutor, IV

Name: Andrew P. Sutor, IV

Title: Executive Vice President

Exhibit 99.1

 

LOGO

Audacy, Inc. Announces 1-For-30 Reverse Stock Split

PHILADELPHIA, PA — June 30, 2023 — As previously announced on June 6, 2023, Audacy, Inc. (NYSE: AUD; OTC: AUDA) (the “Company” or “Audacy”) effected a 1-for-30 reverse stock split of the Company’s Class A and Class B common stock on June 30, 2023. The Company’s Class A common stock will begin trading on a split-adjusted basis at the opening of the market on June 30, 2023, under a new CUSIP number, 05070N 202. At the Annual Meeting of Shareholders held on May 24, 2023, the Company’s shareholders approved a reverse stock split of the Company’s outstanding Class A and Class B common stock at a ratio within a range between 1-for-two and 1-for-30, as determined by a committee appointed by the Company’s Board of Directors. This committee established the ratio on June 5, 2023, as has been previously reported.

The 1-for-30 reverse stock split reduced the number of outstanding shares of the Company’s Class A common stock from approximately 137.5 million shares (excluding unvested restricted stock) to approximately 4.6 million shares (excluding unvested restricted stock) and reduced the number of outstanding shares of the Company’s Class B common stock from approximately 4.0 million shares to approximately 135 thousand shares. Proportional adjustments were made to the number of shares of Audacy’s Class A common stock subject to outstanding equity awards, as well as to the applicable exercise prices.

Information for Audacy Shareholders

At the effective time of the reverse stock split, Audacy shareholders received one share of Company Class A or Class B common stock for every 30 shares of Class A or Class B common stock held, as applicable. Record holders of Class A or Class B common stock will receive a transaction statement with respect to the exchange of such shares for post-reverse split shares. American Stock Transfer & Trust Company, LLC, the transfer agent for the Company’s common stock, will act as the exchange agent, and may be contacted at (877) 248-6417. No stock certificates will be issued to reflect the reverse stock split.

Audacy did not issue fractional shares in connection with the reverse stock split. Instead, any shareholders of Class A or Class B common stock who would have been entitled to receive fractional shares as a result of the reverse stock split will instead receive cash payments in lieu of such fractional shares.

In connection with the reverse stock split, there was no change to the total number of authorized shares of Company Class A or Class B common stock as set forth in the Amended and Restated Articles of Incorporation of the Company.

For more information on the reverse stock split, please refer to Audacy’s proxy materials for the May 24, 2023 annual meeting of shareholders, which can be accessed through the investor portion of Audacy’s website at https://audacyinc.com/investors/proxy-materials/ and on the United States Securities and Exchange Commission’s (“SEC”) EDGAR website, https://www.sec.gov/.

About Audacy

Audacy, Inc. (NYSE: AUD; OTC: AUDA) is a leading multi-platform audio content and entertainment company with the country’s best collection of local music, news and sports brands, a premium podcast creator, major event producer, and digital innovator. Audacy engages 200 million consumers each month, bringing people together around content that matters to them. Learn more at www.audacyinc.com, Facebook (Audacy Corp), Twitter (@AudacyCorp), LinkedIn (@Audacy-Inc) and Instagram (@lifeataudacy).

Note Regarding Forward-Looking Statements

This news announcement contains certain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon current expectations and involve certain risks and uncertainties, including the Company’s ability to successfully complete the reverse stock split. Additional information and key risks applicable to these statements are described in the Company’s reports on Forms 8-K, 10-Q and 10-K and other filings the Company makes with the SEC. All of the forward-looking statements in this press release are qualified by these cautionary statements, and actual results or developments may differ materially from those in these forward-looking statements. The Company assumes no obligation to publicly update or revise any forward-looking statements.

CONTACTS:

David Heim

Audacy

908-472-3927

David.Heim@Audacy.com

###

v3.23.2
Document and Entity Information
Jun. 30, 2023
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001067837
Current Fiscal Year End Date --12-31
Document Type 8-K
Document Period End Date Jun. 30, 2023
Entity Registrant Name AUDACY, INC.
Entity Incorporation State Country Code PA
Entity File Number 001-14461
Entity Tax Identification Number 23-1701044
Entity Address, Address Line One 2400 Market Street
Entity Address, Address Line Two 4th Floor
Entity Address, City or Town Philadelphia
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19103
City Area Code (610)
Local Phone Number 660-5610
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Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Class A Common Stock, par value $.01 per share
Trading Symbol AUD
Security Exchange Name NYSE
Entity Emerging Growth Company false
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