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): July 30, 2011
WESTWOOD ONE, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-14691 | 95-3980449 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1166 Avenue of the Americas, 10th Floor New York, NY | 10036 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:(212) 641-2000
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
Item 1.01 | Entry into a Material Definitive Agreement. |
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
FOR | WITHHELD | NON-VOTES | ||||||||||
H MELVIN MING | 20,729,662 | 32,607 | 0 | |||||||||
EMANUEL NUNEZ | 19,047,748 | 1,714,521 | 0 | |||||||||
JOSEPH P PAGE | 19,573,006 | 1,189,263 | 0 |
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. | |
The following is a list of the exhibits filed as a part of this Form 8-K: |
Exhibit No. | Description of Exhibit | |||
2.1 | Agreement and Plan of Merger, dated as of July 30, 2011, by and among Westwood One, Inc., Radio Network Holdings, LLC and Verge Media Companies, Inc.* | |||
2.2 | Form of Amended and Restated Certificate of Incorporation of Westwood One, Inc. | |||
10.1 | Indemnity and Contribution Agreement, dated as of July 30, 2011, by and among Westwood One, Inc., Gores Radio Holdings, LLC, Verge Media Companies, Inc. and Triton Media Group, LLC. | |||
99.1 | Press Release dated August 1, 2011. |
* | Schedules and exhibits to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. |
WESTWOOD ONE, INC. | ||||
Date: August 4, 2011 | By: | /s/ David Hillman | ||
Name: | David Hillman | |||
Title: | Chief Administrative Officer; EVP, Business Affairs; General Counsel and Secretary | |||