Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On August 14, 2009, Spanish Broadcasting System, Inc. (the "Company") notified The Nasdaq Stock Market, Inc. ("Nasdaq") that due to the vacancy in the Company's Audit Committee created by Antonio Fernandez' voluntary resignation as a member of the Board of Directors (the "Board"), the Company was no longer in compliance with Nasdaq Marketplace Rule 5605 ("Nasdaq Rule"), which requires that the Audit Committee be comprised of at least three members, each of whom are independent.
As a result, on August 27, 2009, the Company received a letter from Nasdaq (the "Nasdaq Letter") notifying the Company that it is not in compliance with the audit committee requirements as set forth in the Nasdaq Rule .
Nasdaq's letter advises the Company that, consistent with Nasdaq Marketplace Rule 5605(c)(4)(A), Nasdaq will provide the Company a cure period to regain compliance as follows:
• until the earlier of the Company's next annual shareholders' meeting or August 11, 2010; or

• if the next annual shareholders' meeting is held before February 8, 2010, then the Company must evidence compliance no later than February 8, 2010.

Since the Company intends to hold its next annual shareholders' meeting after February 8, 2010 and before August 11, 2010, the Company will have until its next annual shareholders' meeting to regain compliance. An active search for Mr.Fernandez' replacement is currently underway and the Company fully intends to regain compliance with the Nasdaq Rule within the cure period allowed by Nasdaq. In connection with the receipt of the Nasdaq Letter, the Company issued the press release attached to this Current Form on Form 8-K as Exhibit 99.1. The contents of the press release are incorporated by reference into Item 3.01 and the press release is deemed to be filed for purposes of the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release of Spanish Broadcasting System, Inc. dated August 31, 2009.

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