As filed with the Securities and Exchange Commission on May 7, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Radio One, Inc.
(Exact name of registrant as specified in its charter)
Delaware 52-1166660
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5900 Princess Garden Parkway, 8th Floor
Lanham, MD 20706
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(Address, including zip code, of principal executive offices)
1999 Stock Option and Restricted Stock Grant Plan
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(Full title of the plan)
Alfred C. Liggins, III
Chief Executive Officer
5900 Princess Garden Parkway, 8th Floor
Lanham, MD 20706
(703) 860-5050
(Name, address, including zip code, and telephone number including area code,
of agent for service)
Copy to:
Richard L. Perkal, Esq.
Kirkland & Ellis
655 15th Street, N.W.
Washington, D.C. 20005
(202) 879-5000
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Calculation of Registration Fee
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Proposed Proposed Amount
Amount Maximum Maximum of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Unit(1)(2) Offering Price(2) Fee
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Common Stock,
$.001 par value per share 1,408,099 $24.00 $33,794,376 $9,395
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(1) Calculated on the basis of
(2) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(h).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed by Radio One, Inc. with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act") or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by reference:
(a) The latest Radio One prospectus filed on May 7, 1999 pursuant to
Commission Rule 424(b).
(b) The description of our common stock par value $.001 per share
contained in a registration statement on Form 8-A filed by the
Registrant on May 6, 1999 and any amendments or reports filed for the
purpose of updating such description.
All documents filed by Radio One after the date of this Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all the
Common Stock offered hereby has been sold or which deregisters such Common Stock
then remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and shall be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference in this Registration Statement shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference in this
Registration Statement modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or so
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Kirkland & Ellis has delivered its legal opinion to the effect that the
issuance and sale of the Common Stock offered hereby have been duly authorized
by the Company and
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that, when issued in accordance with the terms of the 1999 Stock Option and
Restricted Stock Grant Plan, such Common Stock will be validly issued, fully
paid and nonassessable.
Item 6. Indemnification of Directors and Officers.
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Radio One's Amended and Restated By-Laws incorporate substantially the
provisions of the General Corporation Law of the State of Delaware (the "DGCL")
in providing for indemnification of directors and officers against expenses,
judgments, fines, settlements and other amounts actually and reasonably
incurred in connection with any proceeding arising by reason of the fact that
such person is or was an officer or director of Radio One. In addition, Radio
One is authorized to indemnify employees and agents of Radio One and may enter
into indemnification agreements with its directors and officers providing
mandatory indemnification to them to the maximum extent permissible under
Delaware law.
Radio One's Amended and Restated Certificate of Incorporation provides that
Radio One shall indemnify (including indemnification for expenses incurred in
defending or otherwise participating in any proceeding) its directors and
officers to the fullest extent authorized or permitted by the DGCL, as it may
be amended, and that such right to indemnification shall continue as to a
person who has ceased to be a director or officer of Radio One and shall inure
to the benefit of his or her heirs, executors and administrators except that
such right shall not apply to proceedings initiated by such indemnified person
unless it is a successful proceeding to enforce indemnification or such
proceeding was authorized or consented to by the board of directors. Radio
One's certificate of incorporation also specifically provides for the
elimination of the personal liability of a director to the corporation and its
stockholders for monetary damages for breach of fiduciary duty as director. The
provision is limited to monetary damages, applies only to a director's actions
while acting within his or her capacity as a director, and does not entitle
Radio One to limit director liability for any judgment resulting from (a) any
breach of the director's duty of loyalty to Radio One or its stockholders;
(b) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of the law; (c) paying an illegal dividend or approving
an illegal stock repurchase; or (d) any transaction from which the director
derived an improper benefit.
Section 145 of the DGCL provides generally that a person sued (other than in
a derivative suit) as a director, officer, employee or agent of a corporation
may be indemnified by the corporation for reasonable expenses, including
counsel fees, if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that the person's conduct was unlawful. In the case
of a derivative suit, a director, officer, employee or agent of the corporation
may be indemnified by the corporation for reasonable expenses, including
attorneys' fees, if the person has acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in the case of a
derivative suit in respect of any claim as to, which such director, officer,
employee or agent has been adjudged to be liable to the corporation unless the
Delaware Court of Chancery or the court in which such action or suit was
brought shall determine that such person is fairly and reasonably entitled to
indemnity for proper expenses. Indemnification is mandatory under section 145
of the DGCL in the case of a director or officer who is successful on the
merits in defense of a suit against him.
The Underwriting Agreement provides that the Underwriters are obligated,
under certain circumstances, to indemnify Radio One, the directors, certain
officers and controlling persons of Radio One, Inc. against certain
liabilities, including liabilities under the Securities Act. Reference is made
to the form of Underwriting Agreement filed as Exhibit 1.1 hereto.
Radio One maintains directors and officers liability insurance for the
benefit of its directors and certain of its officers.
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Item 7. Exemption from Registration Claimed
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Not applicable.
Item 8. Exhibits
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The exhibits listed on the Exhibit Index on page II-8 of this Registration
Statement are filed herewith or are incorporated herein by reference to other
filings.
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Item 9. Undertakings
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Radio One hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act").
(b) 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement.
(c) 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 the undertakings set forth in paragraphs 1(a) and
1(b) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs 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 Exchange Act that are
incorporated by reference in this Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act, 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
deemed to be the initial bona fide offering thereof.
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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. That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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 new securities at that time shall be deemed to be the initial
bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act 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 Securities Act and is, therefore,
unenforceable. In the 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 Securities Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
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Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lanham, State of Maryland, on May 7, 1999.
Radio One, Inc.
By: /s/ Alfred C. Liggins
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Alfred C. Liggins, III
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on May 7, 1999.
By: /s/ Alfred C. Liggins
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Alfred C. Liggins, III
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Scott R. Royster
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Scott R. Royster
Executive Vice President, and Chief
Financial Officer
(Principal Financial and Accounting
Officer)
By: /s/ Catherine L. Hughes
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Catherine L. Hughes
Chairperson of the Board of Directors
By: /s/ Brian W. McNeill
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Brian W. McNeill
Director
By: /s/ Terry L. Jones
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Terry L. Jones
Director
By: /s/ Larry D. Marcus
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Larry D. Marcus
Director
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INDEX TO EXHIBITS
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Exhibit 3.1 Amended and Restated Certificate of Incorporation of the
Registrant (incorporated herein by reference to Exhibit 3.1 to
Amendment No. 4 the Registrant's Registration Statement on
Form S-1 (File No. 333-74351) filed on May 5, 1999).
Exhibit 3.2 Amended and Restated Bylaws of the Registrant (incorporated
herein by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (File No. 333-74351) filed
on March 12, 1999).
Exhibit 4.3 Radio One, Inc., 1999 Stock Option and Restricted Stock Grant
Plan, as amended, filed herewith.
Exhibit 5 Opinion of Kirkland & Ellis, filed herewith.
Exhibit 23.1 Consent of Kirkland & Ellis (included in its opinion filed as
Exhibit 5).
Exhibit 23.2 Consent of Arthur Andersen, L.L.P., filed herewith.
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