##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K/A
 (Amendment No. 1)
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 Or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 000-27823
 
 Spanish Broadcasting System, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    13-3827791(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 2601 South Bayshore Drive, PH II
Coconut Grove, Florida 33133  (Address of principal executive offices and zip code)  (305) 441-6901  None  None
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredClass A common stock, par value $0.0001 per share
    
    The NASDAQ Global Market
 o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 o þ
   Documents Incorporated by Reference:




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EXPLANATORY NOTE
 This Amendment
No. 1 amends the Annual Report on Form 10-K for the year ended
December 31, 2010, of Spanish Broadcasting System, Inc. (also referred to
as “SBS,” the “Company,” “we,”
“us” or “our”) which was filed with the Securities and
Exchange Commission (the “SEC”) on March 31, 2011 (the
“Original 10-K”). SBS is filing this Amendment No. 1 to
include the information required by Items 10, 11, 12, 13 and 14 of
Part III, which was not included in the Original 10-K. In addition, in
connection with the filing of this Amendment No. 1 and pursuant to the
rules of the SEC, the Company is including with this Amendment No. 1
currently dated certifications. Accordingly, Item 15 of Part IV has
also been amended to reflect the filing of these currently dated certifications. This Amendment
No. 1 does not include the entire Form 10-K. Except as described in this
Explanatory Note, this Amendment No. 1 does not amend any other
information set forth in the Original 10-K, and the Company has not updated
disclosures to reflect any events that occurred subsequent to March 31,
2011. Therefore, this Amendment No. 1 should be read in conjunction with our Original
10-K and our other filings made with the SEC subsequent to the filing of the
Original 10-K.




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##### 



Table of Contents
 PagePART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    1Item 11. Executive Compensation
    
    
    10Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    21Item 13. Certain Relationships and Related Transactions, and Director
Independence
    
    
    23Item 14. Principal Accountant Fees and Services
    
    
    24PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    26Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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Special Note Regarding Forward-Looking Statements




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PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance
 Board of Directors
  Name
    
    Age
    
    Position with SBSIncumbent Nominees for DirectorRaúl Alarcón, Jr.
    
    
    54
    
    
    Chairman of the Board of Directors, CEO and PresidentJoseph A. García
    
    
    67
    
    
    Senior Executive Vice President,
CFO, CAO, Secretary and DirectorJosé A. Villamil
    
    
    64
    
    
    DirectorMitchell A. Yelen
    
    
    63
    
    
    DirectorManuel E. Machado
    
    
    43
    
    
    DirectorJason L. Shrinsky
    
    
    73
    
    
    Director
 (PHOTO OF RAUL ALARCON)
    
    Raúl Alarcón, Jr.joined us in 1983 as an account executive and has been our
President and a director since October 1985 and our CEO since June 1994. On
November 2, 1999, Mr. Alarcón, Jr. became our Chairman of the Board and continues
as our CEO and President. Currently, Mr. Alarcón, Jr. is responsible for our
long-range strategic planning and operational matters and is instrumental in the
acquisition and related financing of each of our stations. Mr. Alarcón, Jr. is the
son of the late Pablo Raúl Alarcón, Sr. Mr. Alarcón, Jr. provides an historical perspective to our long
operating history, having joined us in 1983 and has extensive experience in
Spanish-language media broadcasting.(PHOTO OF JOSEPH A. GARCIA)
    
    Joseph A. Garcíahas been our CFO since 1984, Executive Vice President since 1996
to 2008, and Secretary since November 2, 1999. On June 3, 2008, Mr. García was
elected to the Board and on August 4, 2008, became our Chief Administrative
Officer and Senior Executive Vice President. Mr. García is responsible for our
financial affairs, operational and administrative matters, investor relations, and
has been instrumental in the acquisition and related financing of our stations.
Before joining us in 1984, Mr. García spent thirteen years in international
financial planning positions with Philip Morris Companies, Inc. and with Revlon,
Inc., where he was manager of financial planning for Revlon  Latin America. Mr. García provides a historical perspective to
our long operating history, having joined us in 1984.
  1




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(PHOTO OF JOSE A. VILLAMIL)
    
    José A. Villamilbecame one of our directors on June 30, 2004. Mr. Villamil
has over 30 years of successful experience as a senior business economist, university educator and as a public official of both the
 Federal and State of Florida governments. Mr. Villamil was the Chief Executive Officer of The Washington Economics Group, Inc.
(WEG), an economic consulting firm, serving in such position from 1993 to 1998 and from 2000 to July 2008. Since August 2008,
Mr. Villamil has served as the Dean of the School of Business of St. Thomas University, Miami Florida, while continuing to serve
as Principal Advisor to the clients of WEG. From 1999 to 2000, he directed the Tourism, Trade and Economic Development activities
 of the State in the Office of Governor Jeb Bush.  Mr. Villamil is the immediate past Chairman of the Governors Council of Economic
Advisors of Florida. Since April 2003, Mr. Villamil has been director of Mercantil CommerceBank, N.A. and CommerceBank Holding Corp.,
and since November 2010, he has been director of Pan-American Life Insurance Group (PALIG). Presently, he is Director of Enterprise
 Florida  the States principal economic development organization. Mr. Villamil is active in professional and community affairs.  He
is currently Chairman of the Economic Roundtable of the Beacon Council  Miami-Dade Countys official economic development organization.
He is also a Senior Research Fellow of Florida TaxWatch, an established fiscal and policy research organization of the State of
Florida. From 1989 to 1993, Mr. Villamil served as Chief Economist and later as Undersecretary for Economic Affairs at the United States Department of
Commerce. Mr. Villamils professional experience and his expertise in the field of economics provides a unique
perspective to the Board of Directors(PHOTO OF MITECHELL A. YELEN)
    
    Mitchell A. Yelenbecame one of our directors on September 28, 2007. Mr. Yelen is
currently the Director of tax services at Pinchasik, Strongin, Muskat, Stein &
Company, P.A., a CPA firm, where he has been employed since 1984 specializing in
litigation support, complex tax research and financial planning. Mr. Yelen
previously held positions at CPA firms: Kaufman, Rossin & Co., P.A. and Alexander
Grant & Co., P.A. Among other degrees, he holds an M.B.A. in Finance from
Northwestern University and a J.D. and L.L.M. in taxation from the University of
Miami. Mr. Yelens knowledge of accounting and finance makes him a valuable member of the Board of Directors.(PHOTO OF MANUEL E. MACHADO)
    
    Manuel E. Machadobecame one of our directors on June 3, 2010. Mr. Machado has
been the Chief Executive Officer and Co-Chairman of MGSCOMM, an integrated
marketing communications agency, one of the fastest-growing marketing
communications agencies in the country, since its formation in March 2003. Mr.
Machado was also elected to the board of directors of Worldwide Partners, Inc.
(worldwidepartners.com) on May 26, 2010. MGSCOMM and Worldwide Partners, Inc. are
not affiliates of the Company. Prior to the formation of MGSCOMM in 2003, Mr.
Machado developed successful communications programs for some of the worlds most
renowned brands such as McDonalds Corporation, Coors Brewing, Ford Motor Co.,
Bacardi, Coca Cola, MasterCard International, Ralston Purina, Proctor & Gamble,
Nike, Pisco Chile and the Government of Chile. He is also the founder of The Meka
Group, a marketing communications agency later known as BVK/Meka, and served as
its CEO from 1994 to 2003. Mr. Machado has also held key positions in companies of
worldwide recognition such as Univision Network, Burson-Marsteller and Bacardi.
Mr. Machado is a Past Chairman of the Association of Hispanic Advertising Agencies
(AHAA), www.ahaa.org. He has been involved with the community through several
organizations, including being named Trustee of the Vizcaya Museum and Gardens,
the Latin Grammys Host Committee, the WLRN Board of Trustees, the Voices for
Children Foundation Board of Directors, the Miami-Dade County Sister Cities
Program, the Mercy Foundation Ambassadors Board of Directors, the Hialeah
Foundation Board of Directors, Trustee of the Greater Miami Chamber of Commerce,
and Trustee of the Beacon Council. Mr. Machados knowledge of media advertising and
marketing communications makes Mr. Machado an important contributor to the Board of Directors.(PHOTO OF JASON L. SHRINSKY)
    
    Jason L. Shrinskybecame one of our directors on November 2,
1999. Mr. Shrinsky is a retired partner from the law firm Kaye
Scholer LLP, which he joined as a partner in 1986. Mr. Shrinsky
has been a lawyer counseling corporations and high net worth
individuals on financings, mergers and acquisitions, other
related financial transactions and regulatory procedures since
1964. Kaye Scholer LLP has served as our legal counsel for more
than 20 years. Mr. Shrinskys legal background and long-time relationship with the Company provides him with a broad
understanding of the financial transactions undertaken by the Company and the operational, financial, legal, regulatory and
strategic issues facing the Company and the Board of Directors.
  2




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Executive Officers Who Are Not Directors
  Name
    
    Age
    
    Position with SBSExecutive OfficersAlbert Rodriguez
    
    
    46
    
    
    Chief Revenue Officer of the Company and General Manager
of the Miami Television MarketMarko Radlovic
    
    
    47
    
    
    Chief Revenue Officer of Radio Segment and General Manager
of the Los Angeles Radio MarketMelanie M. Montenegro
    
    
    36
    
    
    Executive Vice President and General Counsel
 Albert Rodriguez
 Marko Radlovic
 Melanie M. Montenegro
  3




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Section 16(a) Beneficial Ownership Reporting Compliance
   Code of Business Conduct and Ethics
   www.spanishbroadcasting.com Investor Info/Code of Conduct
 Procedures to Recommend Nominees to the Board of Directors
  The Board of Directors
     4




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Controlled Company Exemption
  Board Leadership Structure
     5




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Risk Oversight
  Committees of our Board of Directors
 Audit Committee
    
    
    reviews our annual audited and quarterly unaudited consolidated financial statements;
    
    reviews and approves related party transactions;
    
    reviews our financial reporting process and disclosure and internal controls and procedures,
including major issues regarding accounting principles and financial statement presentation, and
critical accounting policies to be used in the consolidated financial statements;
    
    reviews and discusses with management and the Independent Registered Public Accounting Firm the
Companys internal controls and the Independent Registered Public Accounting Firms attestation of
the report;
    
    appoints, oversees, and approves the fees paid to the Independent Registered Public Accounting Firm;
    
    reviews with the Independent Registered Public Accounting Firm the scope of the annual audit,
including fees and staffing, and approves all audit and permitted non-audit services provided by
the Independent Registered Public Accounting Firm;
    
    reviews findings and recommendations of the Independent Registered Public Accounting Firm and
managements response to the recommendations of the Independent Registered Public Accounting Firm;
    
    discusses policies with respect to risk assessment and risk management, our major risk exposures,
and the steps management has taken to monitor and mitigate such exposures; and
    
    reviews compliance with the Companys Code of Business Conduct and Ethics (Code of Ethics) and
whistleblower policies.
  6




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www.spanishbroadcasting.com Investor Information/Audit Committee
Charter
 Compensation Committee
    
    
    reviews and makes recommendations to management with respect to our overall compensation programs and policies;
    
    approves the adoption, amendment, and termination of incentive compensation and deferred compensation programs
for our employees;
    
    approves employment agreements and severance arrangements for the CEO, as appropriate;
    
    approves employment agreements and severance arrangements for our senior executives (other than the CEO), as
appropriate;
    
    interprets and supervises the administration of our stock and long-term incentive compensation programs; and
    
    exercises all authority of the Board under our equity-based plans.
 www.spanishbroadcasting.com Investor Info/Compensation Committee
Charter
 The Role of Executive Officers in Determining Executive Compensation
     7




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Role of the Compensation Committee Advisor
  
    
    Provide comparative market data for our peer group, developed with the Compensation
Committee and management, with respect to compensation matters;
 
    
    Analyze our compensation and benefit programs relative to our peer group;
 
    
    Advise the Compensation Committee on compensation matters;
 
    
    Summarize the results of the benchmarking and peer group analysis in a report to the
Compensation Committee and members of management, as appropriate; and
 
    
    Participate in meetings with the full Board to present the results of the peer group
analysis.
   Disclosure Committee
   Nominating Committee
  Director Nominations
    8




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Stockholder Communications with the Board of Directors
 Stockholder-Board Communication
 Whistleblower Hotline
  www.spanishbroadcasting.com Investor
Info/Ethics and Compliance Hotline
  9




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Item 11.
    
    Executive Compensation
 Summary Compensation Table
  Stock
    
    
    Option
    
    
    All OtherSalary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    TotalName and Principal Position
    
    Year
    
    ($)
    
    
    ($)
    
    
    ($)(a)
    
    
    ($)(a)
    
    
    ($)
    
    
    ($)Raul Alarcon, Jr.
    
    2010
    
    
    1,250,000
    
    
    518,133
    (b)
    
    
    
    
    
    
    64,360
    
    
    
    150,390
    (c)
    
    1,982,883Chief Executive Officer, President and Chairman of the Board of the Directors
    
    2009
    
    
    1,250,000
    
    
    
    1,002,295
    
    
    
    
    
    
    
    61,560
    
    
    
    172,503
    
    
    
    2,486,358Joseph A. Garcia
    
    2010
    
    
    525,000
    
    
    50,000
    (d)
    
    
    
    
    
    
    
    
    
    
    47,513
    (e)
    
    622,513Senior Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Secretary
    
    2009
    
    
    525,000
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    37,027
    
    
    
    662,027Frank Flores(f)
    
    2010
    
    
    129,427
    (f)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,716
    (g)
    
    
    141,143Chief Revenue Officer of the radio segment and General Manager of the New York market
    
    2009
    
    
    292,310
    
    
    
    317,381
    
    
    
    
    
    
    
    
    
    
    
    *
    
    
    
    609,691Marko
Radlovic(h)
    
    2010
    
    
    275,000
    (h)
    
    
    72,273
    (i)
    
    
    
    
    
    
    
    
    
    
    15,552
    (j)
    
    
    362,825Chief Revenue Officer of the radio segment and General Manager of the Los Angeles market
 
 *
    
    Indicates amounts less than $10,000.(a)
    
    Represents the aggregate grant date fair value computed in accordance with FASB Topic ASC 718 (ASC 718). See Note 10(c) to the Notes to
Consolidated Financial Statements, included in Part IV, Item 15 of the Original 10-K, for a discussion of the assumptions
used to value equity-based compensation.(b)
    
    For Fiscal Year 2010, Mr. Alarcón received a $18,133 contractual performance bonus and a $500,000 discretionary bonus.(c)
    
    Per Mr. Alarcóns employment agreement, he is entitled to the use of an automobile and driver, personal tax services, telecommunication
services, health insurance benefits and a separate life insurance policy. In Fiscal Year 2010, we incurred expenses related to the usage of an
automobile and driver of $74,361,  telecommunication services of
$33,009, health insurance premiums of
$25,684, computer equipment of $621, and life insurance premium of $
16,715, respectively.(d)
    
    For Fiscal Year 2010, Mr. García received a
$50,000 discretionary bonus.(e)
    
    Per Mr. Garcías employment agreement, he is entitled to the use of an automobile, related car expenses, health insurance benefits and
telecommunication services.  In Fiscal Year 2010, we incurred expenses related to the usage of an automobile of
$20,036, telecommunications services of $1,500, and health insurance
premiums of $25,977, respectively.(f)
    
    Mr. Flores resigned on July 19, 2010.(g)
    
    Per Mr. Flores employment agreement, he was
entitled to automobile related allowance and certain health insurance
benefits. For Fiscal Year 2010, we incurred expenses of $2,700
related to the automobile related allowance and health insurance
premiums of $9,016, respectively.(h)
    
    Mr. Radlovic was appointed Chief Revenue Officer of the radio segment and General Manager of the Los Angeles market effective July 19, 2010.
This table reflects his complete compensation for Fiscal Year 2010, the only year covered by the table in which he served as a named executive
officer. Mr. Radlovic previously was a named executive officer in 2007 and 2008.(i)
    
    For Fiscal Year 2010, Mr. Radlovic received a $72,273 discretionary performance bonus in his role as General Manager of the Los Angeles market.(j)
    
    Mr. Radlovic is entitled to a monthly automobile allowance
and certain health insurance benefits. For Fiscal Year 2010, we incurred expenses of $6,000
related to the automobile allowance and health insurance premiums of $9,552, respectively.  10




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Employment Agreements
   Raúl Alarcón, Jr.
  Base Salary.
 Bonus.
 Securities.
 Benefits; Perquisites.
 Severance
   11




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Joseph A. García
  Base Salary.
 Bonus.
 Securities.
 Benefits; Perquisites.
 Severance
  Frank Flores
  Base Salary.
 Bonus.
 Benefits; Perquisites.
 Severance
   12




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Marko Radlovic
  Base Salary.
 Bonus.
 Benefits; Perquisites.
 Severance
   13




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Outstanding Equity Awards At Fiscal Year-End 2010
  Option Awards
    
    
    Stock AwardsNumber of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Market ValueSecurities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    of Shares orUnderlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Units ofUnexercised
    
    
    Unexercised
    
    
    Option
    
    
    
    
    
    
    Stock That
    
    
    Stock ThatOptions
    
    
    Options
    
    
    Exercise
    
    
    Option
    
    
    Have Not
    
    
    Have NotExercisable
    
    
    Unexercisable
    
    
    Price
    
    
    Expiration
    
    
    Vested
    
    
    VestedName
    
    (#)
    
    
    (#)
    
    
    ($)
    
    
    Date (a)
    
    
    (#)
    
    
    ($)Raul Alarcon, Jr.
    
    
    100,000
    
    
    
    
    
    
    $
    7.77
    
    
    
    10/27/2011
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    $
    6.13
    
    
    
    10/27/2012
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    $
    8.69
    
    
    
    10/25/2013
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    $
    9.98
    
    
    
    10/27/2014
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    $
    6.27
    
    
    
    10/25/2015
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    $
    4.79
    
    
    
    10/27/2016
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    $
    2.62
    
    
    
    10/27/2017
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    $
    0.20
    
    
    
    10/27/2018
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    $
    0.73
    
    
    
    10/27/2019
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    $
    0.77
    
    
    
    10/27/2020
    
    
    
    
    
    
    
    30,000
    (b)
    
    
    21,600Joseph A. Garcia
    
    
    150,000
    
    
    
    
    
    
    $
    9.10
    
    
    
    1/16/2012
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    $
    11.78
    
    
    
    1/21/2014
    
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    $
    10.79
    
    
    
    3/7/2015
    
    
    
    
    
    
    
    125,000
    
    
    
    
    
    
    $
    0.45
    
    
    
    9/3/2018
    
    
    
    
    
    
    
    Marko Radlovic
    
    
    20,000
    
    
    
    
    
    
    $
    9.20
    
    
    
    8/30/2011
    
    
    
    
    
    
    
    15,000
    
    
    
    
    
    
    $
    9.10
    
    
    
    1/16/2012
    
    
    
    
    
    
    
    90,000
    
    
    
    
    
    
    $
    9.44
    
    
    
    11/6/2013
    
    
    
    
    
    
    
    62,500
    
    
    
    
    
    
    $
    10.10
    
    
    
    11/3/2014
    
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    $
    8.50
    
    
    
    7/21/2015
    
    
    
    
    
    
    
    62,500
    
    
    
    
    
    
    $
    5.08
    
    
    
    11/23/2015
    
    
    
    
    
    
    
    
 
 (a)
    
    The expiration date of each option occurs 10 years after the stock option grant date. If a NEO is terminated, the stock options
will expire based on the plans terms.(b)
    
    Restricted stock vested on January 1, 2011.  14




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Elements of Post-Termination Compensation
  Pension Benefits
  Nonqualified Deferred Compensation
  Potential Payments upon Termination or Change in Control
   15




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Potential Payments Upon Termination or Change of Control
 Value of
    
    
    Value ofSeverance
    
    
    Severance
    
    
    Stock
    
    
    Option
    
    
    Other(Salary)
    
    
    (Bonus)
    
    
    Acceleration
    
    
    Acceleration
    
    
    Benefits
    
    
    TotalName
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Raúl Alarcón, Jr.Without Cause
    
    
    917,808
    (a)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,866
    (b)
    
    
    949,674With Cause
    
    
    458,904
    (c)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    458,904Death
    
    
    917,808
    (a)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,858
    (b)
    
    
    936,666Disability
    
    
    917,808
    (a)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,866
    (b)
    
    
    949,674Joseph A. GarcíaDeath or Disability
    
    
    1,050,000
    (d)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,050,000Prior to a Change of
Control: Without
Cause /With Good
Reason/Non-Renewal
by Company
    
    
    1,050,000
    (e)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,866
    (f)
    
    
    1,077,866Prior to the Second
Anniversary of a
Change of Control: Without Cause /With
Good
Reason/Non-Renewal
by Company
    
    
    1,050,000
    (g)
    
    
    100,000
    (g)
    
    
    
    
    
    
    
    
    
    
    27,866
    (f)
    
    
    1,177,866Marko RadlovicWithout Cause
    
    
    47,596
    (h)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,596
 
 (a)
    
    Represents the aggregate base salary payments which the executive would have received during the employment term if such termination had not occurred.(b)
    
    Represents the aggregate value of the continuation of the executives health and life insurance benefits for up to the employment term.(c)
    
    Represents 50% of the aggregate base salary payments which the executive would have received
during the employment term if such termination had not occurred.(d)
    
    Represents two times the aggregate base salary payments which the executive would have
received during a one-year period, provided we receive a release in a form acceptable to us.(e)
    
    Represents the aggregate base salary payments of the greater of the remainder of the term or
24 months, which the executive would have received if such termination had not occurred,
provided we receive a release in a form acceptable to us.(f)
    
    Represents the aggregate value of the continuation of executive health insurance benefits for
up to 12 months after such date of termination.(g)
    
    Represents two times the aggregate base salary and bonus payments which the executive would
have received during a one-year period, provided we receive a release in a form acceptable to
us.(h)
    
    At December 31, 2010, employment was at-will. In the event that the employment is
terminated without cause, in exchange for a release in a form acceptable to us, Mr. Radlovic
shall receive one week severance of his then annual base salary for every year served.  Change
of Control Triggering Event
   16




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##### Table of Contents



Non-Competition
Provision
  Overview of Director Compensation and Procedures
  
    
    publicly available data describing director compensation in peer companies;
    
    survey data collected by our human resources department; and
    
    information obtained from other companies.
 Director
Compensation
  2010 Director Compensation
  Fees Earnedor Paid in
    
    
    
    
    
    
    All OtherCash
    
    
    Option Awards
    
    
    Compensation
    
    
    TotalName (a)
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Manuel E. Machado (b)
    
    
    37,500
    
    
    
    75,015
    (c)
    
    
    
    
    
    
    112,515Jose Antonio Villamil (b)
    
    
    75,000
    
    
    
    
    
    
    
    
    
    
    
    75,000Mitchell Yelen (b)
    
    
    75,000
    
    
    
    
    
    
    
    
    
    
    
    75,000Jason Shrinsky (b)
    
    
    25,000
    
    
    
    
    
    
    
    50,000
    (d)
    
    
    75,000
 
 (a)
    
    Raúl Alarcón, Jr. and Joseph A. García are omitted from this table because they did not
receive any additional compensation for service as a director.(b)
    
    The following are the aggregate number of option awards outstanding as of December 31, 2010
for each of our non-employee directors. The expiration date of each option occurs 10 years
after the stock option grant date. Number of Options
    
    
    Number of Options
    
    
    Option Exercise
    
    
    Grant Date Fair
    
    
    Option ExpirationDirector
    
    Outstanding
    
    
    Exercisable
    
    
    Price
    
    
    Value per Share
    
    
    DateManuel E. Machado
    
    
    50,000
    
    
    
    10,000
    
    
    $
    1.79
    
    
    $
    1.50
    
    
    
    6/03/2020Jose Antonio Villamil
    
    
    50,000
    
    
    
    50,000
    
    
    $
    9.33
    
    
    $
    6.83
    
    
    
    6/30/2014Mitchell Yelen
    
    
    50,000
    
    
    
    40,000
    
    
    $
    2.58
    
    
    $
    1.65
    
    
    
    9/28/2017Jason Shrinsky
    
    
    50,000
    
    
    
    50,000
    
    
    $
    10.79
    
    
    $
    6.71
    
    
    
    3/7/2015
 (c)
    
    Mr. Machado received an option grant in connection with his appointment to the Board of
Directors in June 2010. This amount  represents the aggregate grant date fair value computed in accordance
with FASB Topic ASC 718 (ASC 718). See Note 10(c) to the Notes to Consolidated Financial
Statements, included in Part IV, Item 15 of the Original 10-K, for a
discussion of the assumptions used to value equity-based compensation.(d)
    
    On March 16, 2009, we entered into a consulting agreement effective April 1, 2009, with Mr.
Shrinsky. The term of the agreement is through December 31, 2011 and may be renewed at our
option on or before December 31st of each succeeding year. Under the terms of the consulting
agreement, he is paid a retainer of $50,000 per year to advise us with respect to various
business matters.  17




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##### Table of Contents



Stock
Option Plan for Non-Employee Directors
   2006
Omnibus Equity Compensation Plan
    Limitations
on Directors and Officers Liability
     18




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##### Table of Contents



19




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##### Table of Contents



Compensation Committee
 Compensation Committee
  20




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##### Table of Contents



Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
    
    each person known by us to beneficially own more than 5% of any class of our common stock;
    
    each director;
    
    each executive officer named in the Summary Compensation Table (the NEOs); and
    
    all named executive officers and directors as a group.
  Class A Shares
    
    
    Class B Shares
    
    
    Percent of
    
    
    Percent ofPercent of
    
    
    
    
    
    
    Percent of
    
    
    Total
    
    
    TotalNumber of
    
    
    Class A
    
    
    Number of
    
    
    Class B
    
    
    Economic
    
    
    VotingName and Address(1)(2)
    
    Shares
    
    
    Shares
    
    
    Shares
    
    
    Shares
    
    
    Interest
    
    
    PowerRaúl Alarcón, Jr.(3)
    
    
    1,162,000
    
    
    
    2.3
    %
    
    
    23,400,000
    
    
    
    100.0
    %
    
    
    33.3
    %
    
    
    82.7
    %Joseph A. García(4)
    
    
    500,000
    
    
    
    1.0
    %
    
    
    
    
    
    
    *
    
    
    
    *
    
    
    
    *Marko Radlovic(6)
    
    
    275,000
    
    
    
    *
    
    
    
    
    
    
    
    *
    
    
    
    *
    
    
    
    *Manuel E. Machado(6)
    
    
    10,000
    
    
    
    *
    
    
    
    
    
    
    
    *
    
    
    
    *
    
    
    
    *Mitchell A. Yelen(5)
    
    
    45,000
    
    
    
    *
    
    
    
    
    
    
    
    *
    
    
    
    *
    
    
    
    *Jose A. Villamil(6)
    
    
    50,000
    
    
    
    *
    
    
    
    
    
    
    
    *
    
    
    
    *
    
    
    
    *Jason L. Shrinsky(7)
    
    
    65,000
    
    
    
    *
    
    
    
    
    
    
    
    *
    
    
    
    *
    
    
    
    *All named executive
officers and
directors as a
group(8)
    
    
    2,107,000
    
    
    
    4.1
    %
    
    
    23,400,000
    
    
    
    100.0
    %
    
    
    34.3
    %
    
    
    82.8
    %CBS Corporation(9)
    
    
    7,600,000
    
    
    
    15.4
    %
    
    
    
    
    
    
    *
    
    
    
    10.5
    %
    
    
    2.7
    %Columbia Wanger Asset
Management, L.P.(10)
    
    
    3,468,600
    
    
    
    7.0
    %
    
    
    
    
    
    
    *
    
    
    
    4.8
    %
    
    
    1.2
    %Attiva Capital
Partners, LTD(11)
    
    
    3,190,246
    
    
    
    6.5
    %
    
    
    
    
    
    
    *
    
    
    
    4.4
    %
    
    
    1.1
    %Beach Point Capital
Management(12)
    
    
    2,632,418
    
    
    
    5.3
    %
    
    
    
    
    
    
    *
    
    
    
    3.6
    %
    
    
    *
 
 *
    
    Indicates less than 1%.(1)
    
    The address of all directors and executive officers in this table, unless otherwise
specified, is c/o Spanish Broadcasting System, Inc., 2601 South Bayshore Drive, PH 2, Coconut
Grove, Florida 33133.  21




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##### Table of Contents



(2)
    
    As used in this table, beneficial ownership means the sole or shared power to vote or
direct the voting of a security, or the sole or shared power to dispose, or direct the
disposition, of a security. A person is deemed as of any date to have beneficial ownership of
any security that the person has the right to acquire within 60 days after that date,
regardless if the security is in-the-money or not. For purposes of computing the percentage of
outstanding shares held by each person named above, any security that the person has the right
to acquire within 60 days of the date of calculation is deemed to be outstanding, but is not
deemed to be outstanding for purposes of computing the percentage ownership of any other
person.(3)
    
    Includes 1,000,000 shares of Class A common stock issuable upon the exercise and/or vesting
of securities that the holder has the right to within sixty days of the date of this table.
Also includes 1,070,000 shares of Class B common stock owned by Pablo Raúl Alarcón, Sr.s
estate. Raúl Alarcón, Jr. is the executor of the estate of Pablo Raúl Alarcón, Sr., and has
the power to vote Mr. Alarcón Sr.s shares.(4)
    
    Includes 350,000 shares of Class A common stock issuable upon the exercise and/or vesting of
securities that the holder has the right to within sixty days of the date of this table.(5)
    
    Includes 40,000 shares of Class A common stock issuable upon the exercise and/or vesting of
securities that the holder has the right to within sixty days of the date of this table.(6)
    
    Shares of Class A common stock beneficially owned by Messrs. Radlovic, Machado, and Villamil
are issuable upon the exercise and/or vesting of securities that the holder has the right to
within sixty days of the date of this table.(7)
    
    Includes 50,000 shares of Class A common stock issuable upon the exercise and/or vesting of
securities that the holder has the right to within sixty days of the date of this table. Mr.
Shrinsky holds these options for the benefit of the law firm, Kaye Scholer LLP. Mr. Shrinsky
shares ownership of, and voting and investment power for, 15,000 shares of Class A common
stock with his spouse.(8)
    
    Includes 1,775,000 shares of Class A common stock issuable upon the exercise and/or vesting
of securities that the holder has the right to within sixty days of the date of this table.(9)
    
    Reflects ownership of Mr. Sumner M. Redstone, National Amusements, Inc. (NAI), NAIRI, Inc.
(NAIRI), CBS Corporation (CBS), Westinghouse CBS Holding Company, Inc. (W/CBS HCI), CBS
Broadcasting Inc. (CBSBI), CBS Radio Inc. (CBS Radio) and CBS Radio Media Corporation
(CRMC) (collectively, the Reporting Entities) of 380,000 shares of our Series C Preferred
Stock. Upon conversion, each of the shares of Series C Preferred Stock will convert into
twenty fully paid and non-assessable shares of Class A Common Stock. Mr. Sumner M. Redstone,
by virtue of his stock ownership in NAI, may be deemed to be the beneficial owner, with shared
dispositive and voting power, of the Series C Preferred Stock held or controlled by the
Reporting Entities. The address of the Reporting Entities and Mr. Redstone is c/o CBS
Corporation, 51 West 52nd Street, New York, NY 10019. We obtained this information from a
Schedule 13D/A filed by CBS Corporation on February 14, 2006. Nonetheless, the percentage
which appears in this table may differ from the percentage disclosed in such filing.(10)
    
    Reflects the ownership of Columbia Wanger Asset Management, L.P. and Columbia Acorn Trust, a
Massachusetts business trust that is advised by Columbia Wanger Asset Management, L.P. The
address of Columbia Wanger Asset Management, L.P. is 227 West Monroe Street, Suite 3000,
Chicago, Illinois 60606. Columbia Wanger Asset Management, L.P. has sole investment discretion
and voting power with respect to all the shares. We obtained this information from a Schedule
13G/A filed by Columbia Wanger Asset Management, L.P. on February 11, 2011. Nonetheless, the
percentage which appears in this table may differ from the percentage disclosed in such
filing.(11)
    
    Includes 114,000 shares of Class A common stock held by Attiva Capital Partners, LTD
(Attiva), 140,000 shares of Class A common stock held by Complejo Metalurgico de Cumana -
Venezuela, 67,000 shares of Class A common stock held by David Tomasello and 2,869,246 shares
of Class A common stock held by Antonio Tomasello. Antonio Tomasello is the father of David
Tomasello, who is the managing member of Attiva and Chairman of Complejo Metalurgico de Cumana
- Venezuela and, for the purposes of the reporting requirements of the Securities Exchange Act
of 1934, may be deemed to be a beneficial owner of the shares held by that entity which
represent 6.5% of the shares of Class A common stock outstanding. David Tomasello has sole
voting power and shared dispositive power with respect to such securities. We obtained this
information from a Schedule 13D filed August 7, 2009. The address for Attiva is 275 Madison
Avenue, 4th floor, New York, New York 10016. Nonetheless, the percentage which appears in this
table may differ from the percentage disclosed in such filing.(12)
    
    The address of Beach Point Capital Management LP is 1620 26th Street, Suite 6000N,
Santa Monica, California 90404. Beach Point GP LLC is the general partner of Beach Point
Capital Management LP and, for the purposes of the reporting requirements of the Securities
Exchange Act of 1934, may be deemed to be a beneficial owner of the shares held by that entity
which represent 5.3% of the shares of Class A common stock outstanding. Beach Point Capital
Management LP has sole investment discretion and voting power with respect to all the shares.
The shares are owned by various individual and institutional investors for which Beach Point
Capital Management LP serves as an investment advisor. We obtained this information from a
Schedule 13G/A filed by Beach Point Capital Management LP on January 21, 2011. Nonetheless,
the percentage which appears in this table may differ from the percentage disclosed in such
filing.  22




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##### Table of Contents



Equity Compensation Plan Information
  Number of Sharesto be Issued
    
    
    Weighted-Average
    
    
    Number of SecuritiesUpon
    
    
    Exercise
    
    
    Remaining AvailableExercise of
    
    
    Price of
    
    
    for Future IssuanceOutstanding
    
    
    Outstanding
    
    
    Under EquityOptions,
    
    
    Options,
    
    
    Compensation PlansWarrants
    
    
    Warrants
    
    
    (excludingPlan Category
    
    and Rights
    
    
    and Rights
    
    
    Column (a))Equity Compensation Plans Approved by
Stockholders:2006 Omnibus Equity Compensation Plan
    
    
    280,000
    
    
    $
    0.86
    
    
    
    2,958,0001999 Stock Option Plan
    
    
    1,517,900
    
    
    $
    6.55
    
    
    
    Non-Employee Directors Stock Option Plan
    
    
    150,000
    
    
    $
    7.57
    
    
    
    Total
    
    
    1,947,900
    
    
    
    
    
    
    
    2,958,000
 
 Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
 Approval Policies and Procedures
  Related Party Transactions
      23




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##### Table of Contents



Certain Relationships
  Item 12.
Security Ownership of Certain Beneficial Owners and Management.
 Director Independence
 The Board of Directors
 
 Item 14.
    
    Principal Accountant Fees and Services
  Audit and Audit-Related Fees, Tax Fees and All Other Fees
  Fiscal Year Ended
    
    
    Fiscal Year EndedDecember 31, 2010
    
    
    December 31, 2009($ in thousands)Annual audit fees(1)
    
    $
    690
    
    
    $
    620Audit related fees(2)
    
    
    20
    
    
    
    24Tax fees(3)
    
    
    265
    
    
    
    350All other fees(4)
    
    
    
    
    
    
    Total fees for services
    
    $
    976
    
    
    $
    994
 (1)
    
    Annual audit fees for the audit of the consolidated financial statements included in the
Companys Annual Report on Form 10-K and the review of the interim condensed consolidated
financial statements included in the Companys quarterly reports on Form 10-Q. This category
also includes fees for statutory audits required by the Puerto Rico tax authorities, consents,
review of registration statements and other documents filed with the SEC, and accounting
consultations.(2)
    
    Audit related fees are the fees for the financial statement audit of the Companys employee
benefit plan.(3)
    
    Tax fees are the fees for professional services rendered for tax compliance, tax advice, and
tax planning for the Companys U.S. and Puerto Rico entities.(4)
    
    All other fees are the fees for services other than those in the above three categories. Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the
Independent Registered Public Accounting Firm
   24




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##### Table of Contents




    
    Audit services include audit work performed in the preparation of the
consolidated financial statements, as well as work that generally only
the Independent Registered Public Accounting Firm can reasonably be
expected to provide, including comfort letters, statutory audits, and
attest services and consultation regarding financial accounting and/or
reporting standards.
    
    Audit related services are for assurance and related services that are
traditionally performed by the Independent Registered Public
Accounting Firm, including due diligence related to mergers and
acquisitions, employee benefit plan audits, and special procedures
required to meet certain regulatory requirements.
    
    Tax services include all services performed by the Independent
Registered Public Accounting Firms tax personnel except those
services specifically related to the audit of the financial
statements, and includes fees in the areas of tax compliance, tax
planning, and tax advice.
    
    Other services are those services not captured in the other categories.
   25




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##### Table of Contents



PART IV
 
 Item 15.
    
    Exhibits and Financial Statement Schedules
  Exhibit number
    
    Exhibit description31.1
    
    
    Chief Executive Officers Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.31.2
    
    
    Chief Financial Officers Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.32.1
    
    
    Chief Executive Officers Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Chief Financial Officers Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  26




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##### Table of Contents



SIGNATURES
 th
 Spanish Broadcasting System, Inc.By:
    
    /s/ Raúl Alarcón, Jr.Name:
    
    Raúl Alarcón, Jr.Title:
    
    Chairman of the Board of Directors,Chief Executive Officer and President
 th
  /s/
Raúl Alarcón, Jr.
Raúl Alarcón, Jr.
    
    Chairman of the Board of Directors, Chief Executive Officer
and President (principal executive officer)/s/
Joseph A. García
Joseph A. García
    
    Director, Senior Executive Vice President, Chief Financial
Officer, Chief Administration Officer and
Secretary (principal financial and accounting officer)/s/
Jose A. Villamil
Jose A. Villamil
    
    Director/s/
Mitchell A. Yelen
Mitchell A. Yelen
    
    Director/s/
Jason L. Shrinsky
Jason L. Shrinsky
    
    Director/s/
Manuel E. Machado
Manuel E. Machado
    
    Director
  27




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
 Exhibit Index
 Exhibit number
    
    Exhibit description31.1
    
    
    Chief Executive Officers Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.31.2
    
    
    Chief Financial Officers Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.32.1
    
    
    Chief Executive Officers Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Chief Financial Officers Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  28