Edgar Filing: ENTRAVISION COMMUNICATIONS CORP

Registration No. 333-54438
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

-----------

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
2000 OMNIBUS EQUITY INCENTIVE 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
------------

This Post-Effective Amendment No. 1 ("Amendment No. 1") to the Registration
Statement on Form S-8 (SEC File No. 333-54438) filed on January 26, 2001 (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 and upon exercise of the options granted pursuant to our 2000
Omnibus Equity Incentive Plan, 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 the maximum number of the shares of our Class A common stock
set forth opposite his or her name in the table below. The Selling Stockholders
are not required to sell the shares of our Class A common stock and sales of our
Class A common stock are entirely at the discretion of each Selling Stockholder.
Each Selling Stockholder may sell our Class A common 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 our Class A common stock.

We have paid the expenses incurred in connection with the registration of
our Class A common stock included in this Amendment No. 1. We will not receive
any proceeds from the sale of such shares of our Class A common 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 our Class A
common 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
-------------------- -----------
Walter F. Ulloa 750,000
Philip C. Wilkinson 750,000
Jeanette Tully 175,000
Paul A. Zevnik 111,136
Jeffery A. Liberman 225,000
Glenn Emanuel 225,000
Darryl B. Thompson 65,072
Amador S. Bustos 58,553
Michael S. Rosen 64,797
Esteban E. Torres 56,613
Patricia Diaz Dennis 30,000
Andrew W. Hobson 84,320
Michael D. Wortsman 54,320

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) Our Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 2002 and June 30, 2002 (SEC File No. 001-15997).

(c) 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.

(d) 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 (i) 16,874 shares of our Class A common
stock, which includes 2,424 shares held in a 401(k) account, and (ii) 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.

II-1

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit
Number Exhibit
------ -------

4.1 Entravision Communications Corporation 2000 Omnibus Equity Incentive
Plan (incorporated by reference from the Registrant's Registration
Statement on Form S-1, (SEC File No. 333-35336) filed with the
Commission on April 21, 2000, as amended by Amendment No. 1 thereto
filed with the Commission on June 14, 2000, Amendment No. 2 thereto
filed with the Commission on July 10, 2000, Amendment No. 3 thereto
filed with the Commission on July 11, 2000 and Amendment No. 4
thereto filed with the Commission on July 26, 2000)

5** Opinion of Zevnik Horton Guibord McGovern Palmer & Fognani, L.L.P.

23.1* Consent of McGladrey & Pullen, LLP

23.2** Consent of Zevnik Horton Guibord McGovern Palmer & Fognani, L.L.P.

24** Power of Attorney

_________________
* Filed herewith
** Filed as an exhibit to the Original Filing, filed with the Commission on
January 26, 2001

Item 9. Undertakings.

Incorporated by reference to the Original Filing.

II-2

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 October 7, 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.

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
--------- ----- -----

/s/ Walter F. Ulloa Chairman, Chief Executive Officer October 7, 2002
--------------------------------
Walter F. Ulloa and Director (principal executive officer)

/s/ Philip C. Wilkinson* President, Chief Operating Officer and October 7, 2002
--------------------------------
Philip C. Wilkinson Director

/s/ Jeanette Tully* Executive Vice President, Treasurer October 7, 2002
--------------------------------
Jeanette Tully and Chief Financial Officer
(principal financial officer and
principal accounting officer)

/s/ Paul A. Zevnik* Secretary and Director October 7, 2002
--------------------------------
Paul A. Zevnik

/s/ Darryl B. Thompson* Director October 7, 2002
--------------------------------
Darryl B. Thompson

/s/ Amador S. Bustos* Director October 7, 2002
--------------------------------
Amador S. Bustos

/s/ Michael S. Rosen* Director October 7, 2002
--------------------------------
Michael S. Rosen

II-3

Signature Title Date
--------- ----- -----

/s/ Esteban E. Torres* Director October 7, 2002
--------------------------------
Esteban E. Torres

Director
-------------------------------- ---------------
Patricia Diaz Dennis

* By: /s/ Walter F. Ulloa October 7, 2002
--------------------------------
Walter F. Ulloa
Attorney-in-fact

II-4