UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 3, 2005

NextMedia Operating, Inc.

(Exact name of registrant as specified in its charter)


DELAWARE	333-84416	84-154397
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6312 S. Fiddlers Green Circle, Suite 360E

Greenwood Village Colorado

80111

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (303) 694-9118

Not Applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On June 3, 2005, the direct parent of NextMedia Operating Inc., NextMedia Group, Inc. (the “Company”), entered into an employment agreement with Steven Dinetz, its President and Chief Executive Officer.

Under the employment agreement, Mr. Dinetz is to be employed for a term beginning on January 1, 2005 and expiring on December 31, 2009. Mr. Dinetz’s current annual base salary under the agreement is $350,000, subject to annual discretionary increases, if any, as determined at least annually, by the compensation committee of the Board of Directors (the “Compensation Committee”). Each of the executives is eligible for an annual bonus equal to a percentage of his base salary for such fiscal year as may be determined by the Compensation Committee in its reasonable discretion and based upon the recommendation of the Chairman of the Board of Directors of the Company.

If the employment of Mr. Dinetz is terminated without cause or if Mr. Dinetz terminates his employment for good reason, in each case as defined in the agreement, the Company will make a lump sum payment to such executive equal to 220% of his then annual base salary in addition to payment to Mr. Dinetz of certain amounts previously earned and unpaid.

The foregoing description is qualified in its entirety by reference to the employment agreement by and between the Company and Mr. Dinetz, which is annexed as an exhibit to this Form 8-K.

Item 9.01. Financial Statements and Exhibits


(c	)	Exhibits

		99.1	—Employment Agreement dated as of June 3, 2005, between NextMedia Group, Inc. and Steven Dinetz.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	NEXTMEDIA OPERATING, INC.

Date: June 7, 2005	By:	/S/ SEAN R. STOVER
	Name:	Sean R. Stover
	Title:	Senior Vice President and Chief Financial Officer

NEXTMEDIA OPERATING INC 8-K