Item 2.02 Results of Operations and Financial Condition.
On May 15, 2008, Spanish Broadcasting System, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended March 31, 2009. A copy of the press release is attached hereto as Exhibit 99.1.
This information shall not be deemed "filed" for 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, except as shall be expressly set forth by specific reference in such a filing.
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On May 12, 2009, the Board of Directors of the Company approved certain amendments to the Company's Code of Business Conduct and Ethics (the "Code of Ethics"), which applies to all of the directors, officers and employees of the Company and its subsidiaries. The Code of Ethics was amended to clarify and expand the Company's policies with respect to, among other things: (a) conflict of interest, (b) records and information created in the business setting,
(c) accuracy of financial reports and other public communications, and
(d) reporting procedures. A copy of the amended Code of Ethics is available on the Company's website at http://www.spanishbroadcasting.com. The foregoing description of the amendments to the Code of Ethics is qualified in its entirety by reference to the amended Code of Ethics, which is attached as Exhibit 14.1, and incorporated herein by reference. Item 8.01 Other Events.
The annual meeting of the stockholders of the Company will be held on Wednesday, June 3, 2009 (the "Annual Meeting"). The close of business on Thursday, April 16, 2009, was the record date for determining the stockholders of the Company who are entitled to notice of, and to vote at, the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.

14.1 - Spanish Broadcasting System, Inc. Code of Business Conduct and Ethics.

99.1 - Press Release of Spanish Broadcasting System, Inc., dated May 15, 2009.

---