SECURITIES AND EXCHANGE COMMISSION FORM S-4/A Registration of securities issued in business combination transactions [amend] Filing Date: 2009-12-30 SEC Accession No. 0001193125-09-261985 (HTML Version on secdatabase.com) FILER NEXSTAR BROADCASTING INC Mailing Address Business Address 909 LAKE CAROLYN 909 LAKE CAROLYN CIK:1142125| IRS No.: 233063155 | State of Incorp.:DE | Fiscal Year End: 1231 PARKWAY PARKWAY Type: S-4/A | Act: 33 | File No.: 333-163854 | Film No.: 091266937 SUITE 1450 SUITE 1450 SIC: 4833 Television broadcasting stations IRVING TX 75039 IRVING TX 75039 972-373-8800 NEXSTAR BROADCASTING GROUP INC Mailing Address Business Address 5215 N. O'CONNOR BLVD. 5215 N. O'CONNOR BLVD. CIK:1142417| IRS No.: 233083125 | State of Incorp.:DE | Fiscal Year End: 1231 SUITE 1400 SUITE 1400 Type: S-4/A | Act: 33 | File No.: 333-163854-01 | Film No.: 091266938 IRVING TX 75039 IRVING TX 75039 SIC: 4833 Television broadcasting stations 972-373-8800 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the Securities and Exchange Commission on December 30, 2009 No. 333-163854 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXSTAR BROADCASTING, INC. (Exact name of registrant as specified in its charter) Delaware 4833 23-3063152 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 5215 North OConnor Boulevard Suite 1400 Irving, Texas 75039 (972) 373-8800 (Address, including zip code, and telephone number, including area code, of registrants principal executive offices) Perry A. Sook President and Chief Executive Officer 5215 North OConnor Boulevard Suite 1400 Irving, Texas 75039 (972) 373-8800 (972) 373-8800 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Christian O. Nagler, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022-4675 (212) 446-4800 Approximate date of commencement of proposed sale of the securities to the public: The exchange will occur as soon as practicable after the effective date of this Registration Statement. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ¨ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ 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): Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Large accelerated filer ¨ Accelerated filer ¨ Non-Accelerated filer x (Do not check if a smaller reporting company) Smaller reporting Company ¨ CALCULATION OF REGISTRATION FEE Title of Each Class of Securities Proposed Maximum Aggregate to be Registered Offering Price (1) Amount of Registration Fee (2) Senior Subordinated PIK Notes due 2014 $42,628,184 $2,378.66 Guarantees (3) N/A N/A (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. (2) Previously paid. (3) No separate consideration will be received for the guarantees, and no separate fee is payable, pursuant to Rule 457(n) under the Securities Act of 1933, as amended. The registrant hereby amends this Registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document NEXSTAR BROADCASTING GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 4833 23-3083125 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 5215 North OConnor Boulevard Suite 1400 Irving, Texas 75039 (972) 373-8800 (Address, including zip code, and telephone number, including area code, of registrants principal executive offices) Perry A. Sook President and Chief Executive Officer 5215 North OConnor Boulevard Suite 1400 Irving, Texas 75039 (972) 373-8800 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Christian O. Nagler, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022-4675 (212) 446-4800 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document EXPLANATORY NOTE This Pre-Effective Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-163854) of Nexstar Broadcasting, Inc. and Nexstar Broadcasting Group, Inc. is filed for the purpose of adding exhibits to such Registration Statement and amending the Exhibit Index, which is incorporated by reference by Part IIItem 21. Exhibits and Financial Statement Schedules. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 20. Indemnification of Directors and Officers. General Corporation Law (a) Nexstar Broadcasting, Inc. Article 8 of the Certificate of Incorporation of Nexstar Broadcasting, Inc. (Nexstar) provides that each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a proceeding), by reason of the fact that he (or person of whom he is the legal representative), is or was a director or officer of Nexstar as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by Nexstar to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware against all expense, liability and loss and reasonably incurred by such person in connection with such proceeding and such indemnification shall inure to the benefit of his or her heirs, executors and administrators. The by-laws of Nexstar do not provide for any indemnification provisions. Section 102(b)(7) of the General Corporation Law of the State of Delaware permits a Delaware corporation to limit the personal liability of its directors in accordance with the provisions set forth therein. Section 145 of the General Corporation Law of the State of Delaware contains provisions permitting corporations organized thereunder to indemnify director, officers, employees or agents against expenses, judgments and fines reasonably incurred and against certain other liabilities in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person was or is a director, officer, employee or agent of the corporation. (b) Nexstar Broadcasting Group, Inc. Article 5 of the Certificate of Incorporation of Nexstar Broadcasting Group, Inc. provides that each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a proceeding), by reason of the fact that he (or person of whom he is the legal representative), is or was a director or officer of Nexstar Broadcasting Group, Inc. as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by Nexstar Broadcasting Group, Inc. to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware against all expense, liability and loss