UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): August 8, 2012

EMMIS COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

INDIANA

(State of incorporation or organization)

0-23264

(Commission file number)

35-1542018

(I.R.S. Employer

Identification No.)

ONE EMMIS PLAZA

40 MONUMENT CIRCLE

SUITE 700

INDIANAPOLIS, INDIANA 46204

(Address of principal executive offices)

(317) 266-0100

(Registrant’s Telephone Number, Including Area Code)

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):

The First and Second Amendments to Put and Call Agreement between subsidiaries of Emmis Communications Corporation (collectively, “Emmis”), a subsidiary of Grupo Radio Centro, S.A.B. de C.V. (“GRC”) and certain of GRC’s “Qualified Designees” (as defined in the Put and Call Agreement dated April 3, 2009 (as amended, the “Put and Call Agreement”)) provided that the Qualified Designees had the right to purchase radio station KXOS-FM (f/k/a KMVN-FM), Los Angeles, CA (the “Station”) for $85.5 million on or before August 8, 2012. Because the closing did not occur, the purchase price for the Station automatically reverts to $110 million and GRC’s designation of the Qualified Designees is automatically rescinded. In all other respects, the Put and Call Agreement remains in full force and effect, as does the Local Programming and Marketing Agreement for the Station between Emmis and GRC dated April 3, 2009. Nonetheless, the parties are discussing a possible further amendment to the Put and Call Agreement as the Qualified Designees’ banks have informed the parties that the financing process has been delayed but continues to move forward. However, no assurances can be given that agreement on any further amendment to the Put and Call Agreement will be reached.

Note: Certain statements included in this report which are not statements of historical fact, including but not limited to those identified with the words “expect,” “will” or “look” are intended to be, and are, by this Note, identified as “forward-looking statements,” as defined in the Securities and Exchange Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others:

Emmis does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise

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, thereunto duly authorized.