As filed with the Securities and Exchange Commission on April 6, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_____________
Radio One, Inc.
(Exact name of Registrant as specified in its charter)
_____________
Delaware 52-1166660 4832
(State or other jurisdiction of (I.R.S. Employer (Primary Standard Industry
incorporation or organization) Identification No. Classification Number)
5900 Princess Garden Parkway, 8th Floor
Lanham, MD 20706
Telephone: (301) 306-1111
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
_____________
ALFRED C. LIGGINS, III
Chief Executive Officer and President
Radio One, Inc.
5900 Princess Garden Parkway, 8th Floor
Lanham, MD 20706
Telephone: (301) 306-1111
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copy to:
TERRANCE L. BESSEY, ESQ.
Kirkland & Ellis
655 Fifteenth Street, N.W.
Washington, D.C. 20005
Telephone: (202) 879-5000
_____________
Approximate date of commencement of the proposed sale to the public: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[_]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
_____________
CALCULATION OF REGISTRATION FEE
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NUMBER OF PROPOSED PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED BE REGISTERED PRICE PER SHARE/(1)/ PRICE/(1)/ FEE
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Class D Common Stock, par value $0.001 per share..... 2,143,000 $13.96 $29,905,565 $7,476.39
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/(1)/ These amounts, estimated solely for the purpose of determining the
registration fees, were calculated pursuant to Rule 457(c) under the
Securities Act of 1933, as amended, and were based on the average of the
high and low sale price per share on The Nasdaq Stock Market's National
Market of Radio One's class D common stock, par value $0.001 per share
(the "class D common stock"), determined on April 3, 2001.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until this Registration Statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
The information in this preliminary prospectus is not complete and may be
changed. The selling stockholders may not sell these securities until the
registration statement covering them has been declared effective by the SEC.
This preliminary prospectus is not an offer to sell these securities and neither
Radio One nor the selling stockholders are soliciting offers to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED APRIL 6, 2001
PROSPECTUS
LOGO
2,143,000 Shares
of Class D Common Stock
___________
This prospectus relates to 2,143,000 shares of our class D common stock,
which may be offered from time to time by the selling shareholders named in this
prospectus, or by their transferees, pledgees, donees or successors, all of
which we refer to as selling stockholders. The securities may be sold by the
selling stockholders directly to purchasers or through agents, underwriters or
dealers. If required, the names of any agents, underwriters or dealers involved
in the sale of the securities, and the agent's commission, dealer's purchase
price or underwriter's discount, if any, will be provided in supplements to this
prospectus. The selling stockholders will receive all of the net proceeds from
the sale of the securities and will pay all underwriting discounts and selling
commissions, if any, applicable to any sale. We are responsible for the payment
of all other expenses incident to the offer and sale of the securities. The
selling stockholders and any broker-dealers, agents or underwriters that
participate in the distribution of the securities may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, and any
commission received by them and any profit on the resale of the securities
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act of 1933.
Our class D common stock is traded on The Nasdaq Stock Market's National
Market under the symbol "ROIAK."
Before deciding to purchase the class D common stock registered pursuant to
this prospectus, you should read this prospectus and any prospectus supplement
carefully. In addition, you should carefully consider the risk factors that
begin on page 2 of this prospectus before purchasing any of the class D common
stock offered hereby.
Neither the SEC nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is April 6, 2001.
TABLE OF CONTENTS
Page Page
---- ----
CAUTIONARY NOTE REGARDING FORWARD- i RISK FACTORS................................... 2
LOOKING STATEMENTS............................ USE OF PROCEEDS................................ 6
WHERE YOU CAN FIND ADDITIONAL i SELLING STOCKHOLDERS........................... 6
INFORMATION................................... PLAN OF DISTRIBUTION........................... 7
INCORPORATION BY REFERENCE......................... i LEGAL MATTERS.................................. 8
SUMMARY............................................ 1 EXPERTS........................................ 8
__________
You should rely only on the information contained in this document or to which
we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities. The information in this document may only be accurate
on the date of this document.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act
of 1934. These forward-looking statements are not historical facts, but rather
are based on our current expectations, estimates and projections about Radio
One's industry, our beliefs and assumptions. Words such as "anticipates,"
"expects," "intends," "plans," "believes," "seeks," "estimates" and similar
expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject to certain
risks, uncertainties and other factors, some of which are beyond our control,
are difficult to predict and could cause actual results to differ materially
from those expressed or forecasted in the forward-looking statements. These
risks and uncertainties are described in "Risk Factors" and elsewhere in this
prospectus. We caution you not to place undue reliance on these forward-looking
statements, which reflect our management's view only as of the date of this
prospectus. We are not obligated to update these statements or publicly release
the result of any revisions to them to reflect events or circumstances after the
date of this prospectus or to reflect the occurrence of unanticipated events.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are subject to the reporting requirements of the Securities Exchange Act
of 1934, as amended, and, in accordance therewith, file reports, proxy
statements and other information with the SEC. Such reports, proxy statements
and other information may be inspected and copied at the public reference
facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of such material can be obtained from the Public Reference Section
of the SEC upon payment of certain fees prescribed by the SEC. The SEC's Web
site contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC. The address of that
site on the world wide web is sec.gov. The information on the SEC's web site is
not part of this prospectus, and any references to this web site or any other
web site are inactive textual references only.
INCORPORATION BY REFERENCE
The SEC permits us to "incorporate by reference" the information in
documents we file with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and
information that we file with the SEC after the initial filing date of the
registration statement of which this prospectus is a part, and prior to the
effectiveness of that registration statement, will automatically update and
supersede this information. We have filed the following documents with the SEC
and incorporate in this prospectus by reference:
. our Annual Report on Form 10-K for the year ended December 31, 2000;
and
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. our Registration Statement on Form 8-A dated May 17, 2000.
We also incorporate by reference any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act. Statements
contained in documents incorporated or deemed to be incorporated by reference
after the initial filing date of the registration statement of which this
prospectus is a part will modify statements in any other subsequently filed
documents to the extent the new information differs from the old information.
Any statements modified or superseded will no longer constitute a part of this
prospectus in their original form.
If you request a copy of any or all of the documents incorporated by
reference, then we will send to you the copies you requested at no charge.
However, we will not send exhibits to such documents, unless such exhibits are
specifically incorporated by reference in such documents. You should direct
requests for such copies to Investor Relations, Radio One, Inc., 5900 Princess
Garden Parkway, 8th Floor, Lanham, MD 20706, or to our e-mail address:
invest@radio-one.com. Our telephone number is (301) 306-1111.
We have filed with the SEC a registration statement on Form S-3 under the
Securities Act of 1933, as amended, covering the securities described in this
prospectus. This prospectus does not contain all of the information included in
the registration statement, some of which is contained in exhibits to the
registration statement. The registration statement, including the exhibits, can
be read at the SEC web site or at the SEC offices referred to above. Any
statement made in this prospectus concerning the contents of any contract,
agreement or other document is only a summary of the actual contract, agreement
or other document. If we have filed any contract, agreement or other document as
an exhibit to the registration statement, you should read the exhibit for a more
complete understanding of the document or matter involved. Each statement
regarding a contract, agreement or other document is qualified in its entirety
by reference to the actual document.
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SUMMARY
This summary highlights information contained elsewhere or incorporated by
reference in this prospectus. This summary is not complete and does not contain
all of the information that you should consider before you make an investment
decision. You should carefully read this entire prospectus, including the "Risk
Factors" section, and the documents we have referred you to, including the
documents incorporated herein by reference, before making your investment
decision.
RADIO ONE, INC.
Our principal executive offices are located at 5900 Princess Garden
Parkway, 8th Floor, Lanham, Maryland 20706 and our telephone number is (301)
306-1111.
For a description of our business, please see our Form 10-K for the year
ended December 31, 2000, which is incorporated by reference in this prospectus.
The description of our business contained in our Form 10-K for the year ended
December 31, 2000 will be updated and superseded by later filings we make with
the SEC that are incorporated by reference in this prospectus. You should
carefully read this entire prospectus and the documents incorporated by
reference in this prospectus before making a decision to invest in the class D
common stock.
Securities to be Registered
Issuer............................................... Radio One, Inc.
Common Stock Offered by the Selling
Stockholders......................................... 2,143,000 shares of class D common stock
Use of Proceeds...................................... The selling stockholders will receive all of the net
proceeds from the resale of the securities. We will
not receive any proceeds.
Trading.............................................. Our class D common stock is listed on The Nasdaq
Stock Market's National Market under the symbol
"ROIAK."
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RISK FACTORS
Investing in the class D common stock involves risk. You should consider
carefully the risk factors described below, as well as the other information
contained or incorporated by reference in this prospectus, before purchasing the
class D common stock. The risks and uncertainties described below and
incorporated by reference are not the only risks we face. Additional risks and
uncertainties not currently known to us or that we currently deem immaterial may
impair our business operations. If any of the risks described below or
incorporated by reference in this prospectus actually occur, our business,
results of operations and financial condition could be materially and adversely
affected, the trading prices of the class D common stock could decline and you
might lose all or part of your investment.
Integration of Acquisitions--We may have difficulty integrating the operations,
systems and management of the stations that we have recently acquired or agreed
to acquire.
From January 1, 2000 through March 15, 2001, we acquired or agreed to
acquire and/or operate 43 radio stations, including 12 radio stations acquired
from Clear Channel Communications, Inc. and AMFM, Inc. on August 25, 2000, and
16 stations that we will own and/or operate upon consummation of our acquisition
of Blue Chip Broadcasting, Inc. pursuant to an agreement dated February 7, 2001,
and we expect to make acquisitions of other stations and station groups in the
future. The integration of acquisitions involves numerous risks, including:
. difficulties in the integration of operations and systems and the
management of a large and geographically diverse group of stations;
. the diversion of management's attention from other business concerns;
and
. the potential loss of key employees of acquired stations.
We cannot assure you that we will be able to integrate successfully the
operations, systems or management acquired in the Clear Channel/AMFM
acquisitions or to be acquired in the Blue Chip Broadcasting, Inc. acquisition,
or any other operations, systems or management that might be acquired in the
future. Consummation of the Clear Channel/AMFM acquisitions and the pending
consummation of the Blue Chip Broadcasting, Inc. acquisitions will require us to
manage a significantly larger and geographically more diverse radio station
portfolio than historically has been the case. Our failure to integrate and
manage newly acquired stations successfully could have a material adverse effect
on our business and operating results. In addition, in the event that the
operations of a new station do not meet expectations, we may restructure or
write-off the value of some portion of the assets of the new station.
Risks of Acquisition Strategy--Our growth depends on successfully executing our
acquisition strategy.
We intend to grow by acquiring radio stations primarily in top 50
African-American markets. We cannot assure you that our acquisition strategy
will be successful. Our acquisition strategy is subject to a number of risks,
including:
. We may not successfully identify and consummate future acquisitions;
. Acquired stations may not increase our broadcast cash flow or yield
other anticipated benefits;
. Required regulatory approvals may result in unanticipated delays in
completing acquisitions; and
. We may be required to raise additional financing and our ability to do
so is limited by the terms of our debt instruments.
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Dependence on Key Personnel--The loss of key personnel could disrupt the
management of our business.
Our business depends upon the continued efforts, abilities and expertise of
our executive officers and other key employees. We believe that the unique
combination of skills and experience possessed by these individuals would be
difficult to replace, and that the loss of any one of them could have a material
adverse effect on us. These adverse effects could include the impairment of our
ability to execute our acquisition and operating strategies and a decline in our
standing in the radio broadcast industry.
Competition--We compete for advertising revenue against radio stations and other
media, many of which have greater resources than we do.
Our stations compete for audiences and advertising revenue with other radio
stations and with other media such as cable and broadcast television,
newspapers, direct mail, outdoor advertising and the Internet, some of which may
be controlled by horizontally-integrated companies. Audience ratings and
advertising revenue are subject to change and any adverse change in a market
could adversely affect our net broadcast revenue in that market. If a competing
station converts to a format similar to that of one of our stations, or if one
of our competitors strengthens its operations, our stations could suffer a
reduction in ratings and advertising revenue. Other radio companies which are
larger and have more resources may also enter markets in which we operate.
Although we believe our stations are well positioned to compete, we cannot
assure you that our stations will maintain or increase their current ratings or
advertising revenue.
Restrictions Imposed by Our Debt--The terms of our debt restrict us from
engaging in many activities and require us to satisfy various financial tests.
Our bank credit facility and the agreements governing our other outstanding
debt contain covenants that restrict, among other things, our ability to incur
additional debt, pay cash dividends, purchase our capital stock, make capital
expenditures, make investments or other restricted payments, swap or sell
assets, engage in transactions with related parties, secure non-senior debt with
our assets, or merge, consolidate or sell all or substantially all of our
assets.
Our bank credit facility requires that we obtain our banks' consent for
acquisitions that do not meet specific criteria. These restrictions may make it
more difficult to pursue our acquisition strategy. Our bank credit facility also
requires that we maintain specific financial ratios. Events beyond our control
could affect our ability to meet those financial ratios, and we cannot assure
you that we will meet them.
A portion of the loans under our bank credit facility in the amount of
$150.0 million will be due in February 2002, and the remainder of the loans
under our bank credit facility will be due in August 2007. A breach of any of
the covenants contained in our bank credit facility could allow our lenders to
declare all amounts outstanding under our bank credit facility to be immediately
due and payable. In addition, our banks could proceed against the collateral
granted to them to secure that indebtedness. If the amounts outstanding under
our bank credit facility are accelerated, we cannot assure you that our assets
will be sufficient to repay in full the money owed to the banks or to our other
debt holders.
Substantial Debt--Our substantial level of debt could limit our ability to grow
and compete.
We have a substantial amount of debt, a portion of which bears interest at
variable rates. The amount and nature of our debt is described in greater detail
in our reports filed with the SEC. Our substantial level of indebtedness could
adversely affect us for various reasons, including limiting our ability to:
. obtain additional financing for working capital, capital expenditures,
acquisitions, debt payments or other corporate purposes;
. have sufficient funds available for operations, future business
opportunities or other purposes;
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. compete with competitors that have less debt than we do; and
. react to changing market conditions, changes in our industry and
economic downturns.
Controlling Stockholders--Two common stockholders have a majority voting
interest in Radio One and have the power to control matters on which Radio One's
common stockholders may vote.
Catherine L. Hughes and her son, Alfred C. Liggins, III, collectively hold
approximately 55.9% of the outstanding voting power of Radio One's common stock.
As a result, Ms. Hughes and Mr. Liggins will control most decisions involving
Radio One, including transactions involving a change of control of Radio One,
such as a sale or merger. In addition, certain covenants in Radio One's debt
instruments require that Ms. Hughes and Mr. Liggins maintain specified ownership
and voting interests in Radio One, and prohibit other parties' voting interests
from exceeding specified amounts. Ms. Hughes and Mr. Liggins have agreed to vote
their shares together in elections of members of the board of directors.
Technology Changes, New Services and Evolving Standards--We must respond to the
rapid changes in technology, services and standards which characterize our
industry in order to remain competitive.
The radio broadcasting industry is subject to rapid technological change,
evolving industry standards and the emergence of new media technologies. We
cannot assure you that we will have the resources to acquire new technologies or
to introduce new services that could compete with these new technologies.
Several new media technologies are being developed, including the following:
. Audio programming by cable television systems, direct broadcast
satellite systems, Internet content providers and other digital audio
broadcast formats;
. Satellite digital audio radio service, which could result in the
introduction of several new satellite radio services with sound quality
equivalent to that of compact discs; and
. In-band on-channel digital radio, which could provide multi-channel,
multi-format digital radio services in the same bandwidth currently
occupied by traditional AM and FM radio services.
We have entered into a programming agreement with a satellite digital audio
radio service, and have also invested in a developer of digital audio broadcast
technology and two Internet content providers. However, we cannot assure you
that these arrangements will be successful or enable us to adapt effectively to
these new media technologies.
Government Regulation--Our business depends on maintaining our licenses with the
FCC. We cannot assure you that we will be able to maintain these licenses.
Radio broadcasters depend upon maintaining radio broadcasting licenses
issued by the FCC. These licenses are ordinarily issued for a maximum term of
eight years and may be renewed. Our radio broadcasting licenses expire at
various times from October 1, 2003 to August 1, 2006. Although we may apply to
renew our FCC licenses, interested third parties may challenge our renewal
applications. In addition, if Radio One or any of our stockholders, officers, or
directors violates the FCC's rules and regulations or the Communications Act of
1934, as amended, or is convicted of a felony, the FCC may commence a proceeding
to impose sanctions upon us. Examples of possible sanctions include the
imposition of fines; the revocation of our broadcast licenses; or the renewal of
one or more of our broadcasting licenses for a term of fewer than eight years.
If the FCC were to issue an order denying a license renewal application or
revoking a license, we would be required to cease operating the radio station
covered by the license only after we had exhausted administrative and judicial
review without success.
The radio broadcasting industry is subject to extensive and changing
federal regulation, as described in greater detail in our reports filed with the
SEC. Among other things, the Communications Act and FCC rules and policies limit
the number of broadcasting properties that any person or entity may own
(directly or by attribution) in any
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market and require FCC approval for transfers of control and assignments of
licenses. The filing of petitions or complaints against Radio One or any FCC
licensee from which we are acquiring a station could result in the FCC delaying
the grant of, or refusing to grant or imposing conditions on its consent to the
assignment or transfer of control of licenses. The Communications Act and FCC
rules and policies also impose limitations on non-U.S. ownership and voting of
the capital stock of Radio One.
Antitrust Matters--We may have difficulty obtaining regulatory approval for
acquisitions in our existing markets and, potentially, new markets.
An important part of our growth strategy is the acquisition of additional
radio stations. The agencies responsible for enforcing the federal antitrust
laws, the Federal Trade Commission or the Department of Justice, may investigate
certain acquisitions. After the passage of the Telecommunications Act of 1996,
the Department of Justice became more aggressive in reviewing proposed
acquisitions of radio stations. The Justice Department is particularly
aggressive when the proposed buyer already owns one or more radio stations in
the market of the station it is seeking to buy. The Justice Department has
challenged a number of radio broadcasting transactions. Some of those challenges
ultimately resulted in consent decrees requiring, among other things,
divestitures of certain stations. In general, the Justice Department has more
closely scrutinized radio broadcasting acquisitions that result in local market
shares in excess of 40% of radio advertising revenue.
We cannot predict the outcome of any specific Department of Justice or FTC
investigation. Any decision by the Department of Justice or FTC to challenge a
proposed acquisition could affect our ability to consummate an acquisition or to
consummate it on the proposed terms. For an acquisition meeting certain size
thresholds, the Hart-Scott-Rodino Act requires the parties to file Notification
and Report Forms concerning antitrust issues with the Department of Justice and
the FTC and to observe specified waiting period requirements before consummating
the acquisition. If the investigating agency raises substantive issues in
connection with a proposed transaction, then the parties frequently engage in
lengthy discussions or negotiations with the investigating agency concerning
possible means of addressing those issues, including restructuring the proposed
acquisition or divesting assets. In addition, the investigating agency could
file suit in federal court to enjoin the acquisition or to require the
divestiture of assets, among other remedies. Acquisitions that are not required
to be reported under the Hart-Scott-Rodino Act may be investigated by the
Department of Justice or the FTC under the antitrust laws before or after
consummation. In addition, private parties may under certain circumstances bring
legal action to challenge an acquisition under the antitrust laws. As part of
its increased scrutiny of radio station acquisitions, the Department of Justice
has stated publicly that it believes that local marketing agreements, joint
sales agreements, time brokerage agreements and other similar agreements
customarily entered into in connection with radio station transfers could
violate the Hart-Scott-Rodino Act if such agreements take effect prior to the
expiration of the waiting period under the Hart-Scott-Rodino Act. Furthermore,
the Department of Justice has noted that joint sales agreements may raise
antitrust concerns under Section 1 of the Sherman Act and has challenged joint
sales agreements in certain locations. As indicated above, the Department of
Justice also has stated publicly that it has established certain revenue and
audience share concentration benchmarks with respect to radio station
acquisitions, above which a transaction may receive additional antitrust
scrutiny. However, to date, the Department of Justice has also investigated
transactions that do not meet or exceed these benchmarks and has cleared
transactions that do exceed these benchmarks.
Similarly, the FCC staff has adopted procedures to review proposed radio
broadcasting transactions even if the proposed acquisition otherwise complies
with the FCC's ownership limitations. In particular, the FCC may invite public
comment on proposed radio transactions that the FCC believes, based on its
initial analysis, may present ownership concentration concerns in a particular
local radio market. In March 2001, however, the FCC Commissioners expressed
their intent to eliminate delays in the staff's review of transactions that
might involve concentration of market share but are otherwise consistent with
the radio ownership limits set forth in the Communications Act.
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USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the securities by
the selling stockholders.
SELLING STOCKHOLDERS
The class D common stock offered by this prospectus will be issued to
certain of the stockholders of Blue Chip Broadcasting, Inc. pursuant to a Merger
Agreement dated February 7, 2001 by and among us, Blue Chip Merger Subsidiary,
Inc. (one of our wholly-owned subsidiaries), Blue Chip Broadcasting, Inc. and
the stockholders of Blue Chip Broadcasting, Inc. on the date of the closing of
the transaction described therein.
The class D common stock registered under the registration statement of
which this prospectus is a part may be offered from time to time by the selling
stockholders named below (or by their transferees, pledgees, donees or
successors) as will be further described in a prospectus supplement. The selling
stockholders are under no obligation to sell all or any portion of their shares
under this prospectus.
Class D Common Stock
The following table sets forth with respect to each of the selling
stockholders (1) the number of shares of class D common stock held by that
selling stockholder prior to the registration contemplated by this prospectus,
(2) the number of shares of class D common stock to be registered for that
selling stockholder hereunder, (3) the number of shares of class D common stock
that the selling stockholder will hold after completion of the sale of the class
D common stock registered for that selling stockholder hereunder, and (4) the
percentage of the outstanding class D common stock that the selling stockholder
will hold after completion of the sale of the class D common stock registered
for that selling stockholder hereunder. Information regarding the number of
shares of class D held by a selling stockholder prior to the registration
contemplated by this prospectus has been obtained from the selling stockholders.
Except as noted, none of the selling stockholders has, or within the past three
years has had, any position, office or other material relationship with us or
any of our predecessors.
Number of Shares of
Class D Common
Number of Shares Number of Stock Held After Percentage of Class D
of Class D Shares of Class Completion of the Common Stock Held
Common Stock D Common Sale of the Class D After Completion of the
Held Prior to the Stock to be Common Stock Sale of the Class D
Registration Registered Registered Common Stock
Name of Selling Stockholder Hereunder Hereunder Hereunder Registered Hereunder
- --------------------------------------- ------------------- ------------------ --------------------- ------------------------
L. Ross Love 500
Cheryl H. Love
Lovie L. Ross
LRC Love Limited Partnership
Love Family Limited Partnership
Windings Lane Partnership, Ltd.
J. Kenneth Blackwell
Calvin D. Buford
Buford Family Limited Partnership
Thomas Revely, III
C. Howard Buford
Vada Hill
George C. Hale, Sr.
Steven R. Love
Stephen E. Kaufmann
R. Dean Meiszer
Trebuchet Corporation
Torchstar Communications, LLC
Blue Chip Venture Funds Partnership
EGI-Fund (99) Investors, L.L.C.
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PLAN OF DISTRIBUTION
The class D common stock may be offered and sold from time to time to
purchasers directly by the selling stockholders. Alternatively, the selling
stockholders may from time to time offer those securities to or through
underwriters, broker-dealers or agents, who may receive compensation in the form
of underwriting discounts, concessions or commissions from the selling
stockholders or the purchasers of the securities for whom they act as agents.
The selling stockholders and any underwriters, broker-dealers or agents that
participate in the distribution of the securities may be deemed to be
"underwriters" within the meaning of the Securities Act, and any profit on the
sale of such securities and any discounts, commissions, concessions or other
compensation received by any such underwriter, broker-dealer or agent may be
deemed to be underwriting discounts and commissions under the Securities Act.
The securities may be sold from time to time in one or more transactions at
fixed prices, at prevailing market prices at the time of sale, at varying prices
determined at the time of sale or at negotiated prices. The sale of the
securities may be effected in transactions, which may involve crosses or block
transactions:
. on any national securities exchange or quotation service on which the
securities may be listed or quoted at the time of sale;
. in the over-the-counter market;
. in transactions otherwise than on such exchanges or services or in the
over-the-counter market; or
. through the issuance by the selling stockholders or others of
derivative securities, including without limitation, warrants,
exchangeable securities, forward delivery contracts and the
writing of options.
In connection with sales of the securities or otherwise, the selling
stockholders may enter into hedging transactions with broker-dealers, which may
in turn engage in short sales of the securities in the course of hedging the
positions they assume. The selling stockholders may also sell the securities
short and deliver securities to close out such short positions, or loan or
pledge securities to broker-dealers that in turn may sell such securities.
At the time a particular offering of the securities is made, a prospectus
supplement, if required in addition to this prospectus, will be distributed,
which will set forth the aggregate amount and type of securities being offered
and the terms of the offering, including the name or names of any underwriters,
broker-dealers or agents, any discounts, commissions and other terms
constituting compensation from the selling stockholders and any discounts,
commissions or concessions allowed or reallowed to paid broker-dealers.
To comply with the securities laws of certain jurisdictions, if applicable,
the securities will be offered or sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain jurisdictions
the securities may not be offered or sold unless they have been registered or
qualified for sale in such jurisdictions or any exemption from registration or
qualification is available and is complied with.
The selling stockholders will be subject to applicable provisions of the
Exchange Act and rules and regulations under the Exchange Act, which provisions
may limit the timing of purchases and sales of any of the securities by the
selling stockholders. This may affect the marketability of those securities.
Pursuant to the registration rights agreement, we shall bear all fees and
expenses incurred in connection with the registration of the securities, except
that selling stockholders will pay all broker's commissions and, in connection
with any underwritten offering, all expenses customarily borne by selling
stockholders in an underwritten offering, including underwriting discounts and
commissions. The selling stockholders will be indemnified by us, against certain
civil liabilities, including certain liabilities under the Securities Act or the
Exchange Act or otherwise, or alternatively will be entitled to contribution in
connection with those liabilities.
7
LEGAL MATTERS
Kirkland & Ellis, Washington, D.C. (a partnership that includes
professional corporations) will pass upon the validity of the class D common
stock offered by this prospectus.
EXPERTS
The financial statements incorporated in this prospectus by reference for
each of the years in the three year period ended December 31, 2000 have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated by reference in reliance
upon the authority of said firm as experts in giving said report.
8
[Back Cover]
LOGO
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses of the Registrant in connection
with the registration of the securities being registered, other than
underwriting discounts and commissions. All such amounts are estimates, other
than the fees payable to the Commission.
SEC registration fee........................................................................... $7,476
Legal fees and expenses........................................................................ 15,000
Accounting fees and expenses................................................................... 10,000
Printing....................................................................................... 10,000
Miscellaneous.................................................................................. 10,000
---------
Total................................................................................. *$52,476
_____________________________
*All expenses except the SEC registration fee are estimated.
Item 15. Indemnification of Directors and Officers.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
permits a Delaware corporation to limit the personal liability of its directors
in accordance with the provisions set forth therein. The Amended and Restated
Certificate of Incorporation of the Registrant provides that the personal
liability of its directors shall be limited to the fullest extent permitted by
applicable law.
Section 145 of the General Corporation Law of the State of Delaware
contains provisions permitting corporations organized thereunder to indemnify
directors, officers, employees or agents against expenses, judgments and fines
reasonably incurred and against certain other liabilities in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person was or is a director, officer, employee or agent of the corporation. The
Amended and Restated Certificate of Incorporation of the Registrant provides for
indemnification of its directors and officers to the fullest extent permitted by
applicable law.
Item 16. Exhibits
The following exhibits are filed pursuant to Item 601 of Regulation S-K.
Exhibit
No. Description
- --------- -------------------------------------------------------------------
4.13 Registration Rights Agreement dated February 7, 2001 by and between
Radio One and certain stockholders of Blue Chip Broadcasting, Inc.
named therein (incorporated by reference to Exhibit 4.1 of Radio
One's Current Report on Form 8-K filed February 8, 2001 (File No.
000-25969; Film No. 1528282)).
5.1 Opinion of Kirkland & Ellis regarding legality of securities being
registered (to be filed by amendment).
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kirkland & Ellis (included in Exhibit 5.1).
24.1 Powers of Attorney (included on signature pages hereto).
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Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes that:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that clauses (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as
of the time it was declared effective.
(5) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the
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event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Lanham, Maryland on April 6, 2001.
RADIO ONE, INC.
By: /s/ Alfred C. Liggins, III
----------------------------------------------
Name: Alfred C. Liggins, III
Title: President and Chief Executive Officer
II-4
POWER OF ATTORNEY AND SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons on the date
indicated. We, the undersigned officers and directors of Radio One, Inc., hereby
severally constitute and appoint Scott R. Royster and Linda J. Eckard Vilardo,
and each of them singly, our true and lawful attorneys, with full power to them
and each of them singly, to sign for us in our names in the capacities indicated
below, all pre-effective and post-effective amendments to this Registration
Statement (or any other registration statement for the same offering that is to
be effective upon filing pursuant to Rule 462(b) under the Securities Act), and
generally to do all things in our names and on our behalf in such capacities to
enable Radio One, Inc. to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the SEC.
Radio One, Inc.
Signature Title(s) Date
- ------------------------------------- ------------------------------------------------ -----------------
/s/ Catherine L. Hughes
- -------------------------------------
Catherine L. Hughes Chairperson of the Board of Directors April 6, 2001
/s/ Terry L. Jones
- -------------------------------------
Terry L. Jones Director April 6, 2001
_____________________________________
Brian W. McNeill Director
/s/ Larry D. Marcus
- -------------------------------------
Larry D. Marcus Director April 6, 2001
/s/ Alfred C. Liggins, III
- -------------------------------------
Alfred C. Liggins, III President and Chief Executive Officer April 6, 2001
(Principal Executive Officer) and Director
/s/ Scott R. Royster
- -------------------------------------
Scott R. Royster Executive Vice President and Chief Financial April 6, 2001
Officer (Principal Financial and Accounting
Officer)
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EXHIBIT INDEX
Exhibit
No. Description
- ---------- --------------------------------------------------------------------
4.13 Registration Rights Agreement dated February 7, 2001 by and between
Radio One and certain stockholders of Blue Chip Broadcasting, Inc.
named therein (incorporated by reference to Exhibit 4.1 of Radio
One's Current Report on Form 8-K filed February 8, 2001 (File No.
000-25969; Film No. 1528282)).
5.1 Opinion of Kirkland & Ellis regarding legality of securities being
registered (to be filed by amendment).
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kirkland & Ellis (included in Exhibit 5.1).
24.1 Powers of Attorney (included on signature pages hereto).
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