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) October 5, 2004
WESTWOOD ONE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-13020 95-3980449
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(Commission File Number) (IRS Employer Identification No.)
40 West 57th Street, 5th Floor, New York, NY 10019
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(Address of Principal Executive Offices) (Zip Code)
212-641-2000
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(Registrant's Telephone Number, Including Area Code)
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(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))
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Item 1.01 Entry into a Material Definitive Agreement
On October 5, 2004, Shane Coppola, Andrew Zaref, Charles Bortnick and Peter
Kosann, each of whom are executive officers of Westwood One, Inc. (the
"Company"), were granted options to purchase 175,000, 75,000, 75,000, and 75,000
shares of Common Stock, respectively, $0.01 par value per share, exercisable at
a price of $ 20.50 per share pursuant to the Company's 1999 Stock Incentive
Plan, as amended (the "Plan"). The options granted generally become exercisable
in equal one-fifth increments on October 5, 2005, 2006, 2007, 2008, and 2009,
and expire on October 5, 2014, subject to earlier exercise or termination as
specified in the Stock Option Agreement and Plan.
In addition, on October 5, 2004, the Compensation Committee (the
"Committee") agreed to grant, on the date in February 2005 determined by the
Committee as the date on which the Committee shall meet (the "2005 Option
Date"), Shane Coppola, Andrew Zaref, Charles Bortnick and Peter Kosann, options
to purchase 75,000, 50,000, 50,000, and 50,000 shares of Common Stock,
respectively, exercisable at a price per share equal to the last sale price
reported for the Common Stock on the New York Stock Exchange on the 2005 Option
Date, or on the last date preceding such date on which a sale was reported,
provided that each such individual must be an employee of the Company on the
2005 Option Date in order to receive such option grant. The options granted
generally become exercisable in equal one-fifth increments annually one year
after the 2005 Option Date for five years, and expire ten years from the 2005
Option Date, subject to earlier exercise or termination as specified in the
Stock Option Agreement and Plan.
A copy of a form of the Stock Option Agreement for the Plan is filed
herewith as Exhibit 10.1, and a copy of the Plan is filed as Annex G to the
Company's proxy statement dated August 20, 1999, filed with the Commission on
August 25, 1999, and each is incorporated herein by reference.
Item 5.02(d) Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On October 5, 2004, the Board of Directors of Westwood One, Inc. elected
Leslie Moonves as a Class I Director to serve a term ending on the date of the
annual meeting of stockholders of the Company in 2007. Mr. Moonves has not been
named to serve on any committees of the Board. Mr. Moonves is the Co-President
and Co-Chief Operating Officer of Viacom, Inc.
Item 9.01 Financial Statements And Exhibits.
(c) Exhibits
The following is a list of exhibits filed as part of this Form 8-K:
Exhibit No. Description of Document
10.1 Form of Stock Option Agreement under Company's 1999 Stock
Incentive Plan
10.2 Westwood One Elects Leslie Moonves to Board of Directors
Press Release
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 12, 2004 /S/ Andrew Zaref
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Andrew Zaref
Chief Financial Officer