SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Cox Radio, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 58-1620022
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(State of Incorporation or Organization) (IRS Employer Identification No.)
1400 Lake Hearn Drive, N.E., Atlanta, Georgia 30319
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
1-12187 (if applicable).
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Class Name of Exchange on Which
to be so Registered Each Class is to be Registered
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Class A Common Stock,
$0.33 par value per share New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
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ITEM 1. DESCRIPTION OF COMMON STOCK
The following is a summary of the material terms and provisions of our
Class A Common Stock, par value $0.33 per share. The following description also
sets forth selected provisions of our bylaws and our amended and restated
certificate of incorporation, as amended, which we collectively refer to as our
"certificate of incorporation". This description is a summary only and is
qualified in its entirety by our certificate of incorporation and bylaws, which
are incorporated as exhibits to this amended registration statement.
COMMON STOCK
Our certificate of incorporation currently authorizes us to issue
210,000,000 shares of Class A Common Stock, 135,000,000 shares of Class B
Common Stock, par value $0.33 per share, and 15,000,000 shares of preferred
stock, par value $0.33 per share. Except with respect to voting and
convertibility, shares of Class A Common Stock and shares of Class B Common
Stock are identical in all respects. Holders of Class A Common Stock are
entitled to one vote per share, while holders of Class B Common Stock are
entitled to ten votes per share.
VOTING. The holders of Class A Common Stock and Class B Common Stock
vote together as a single class on all actions, except that the affirmative
vote of the holders of a majority of outstanding shares of Class A Common Stock
and Class B Common Stock voting separately as a class is required:
- to approve any amendment to our certificate of incorporation
that would alter or change the powers, preferences or special
rights of such class in a way that adversely affects the
holders of such class; and
- to approve such other matters as may require a class vote
under the Delaware General Corporation Law.
DIVIDENDS AND OTHER DISTRIBUTIONS. Each share of common stock is equal
in respect of dividends and other distributions in cash, stock or property,
including distributions upon our liquidation or a sale of all or substantially
all of our assets. However, in the case of dividends or other distributions
payable on either class of common stock in shares of such stock, including
distributions pursuant to stock splits or dividends, only Class A Common Stock
will be distributed with respect to outstanding Class A Common Stock, and only
Class B Common Stock will be distributed with respect to outstanding Class B
Common Stock. Neither the Class A Common Stock nor the Class B Common Stock
will be split, divided or combined unless each other class is proportionately
split, divided or combined.
We have never declared or paid cash dividends on our Class A Common
Stock and we currently intend to retain any future earnings for use in
developing and operating our businesses. Accordingly, we do not expect to pay
cash dividends on the Class A Common Stock in the foreseeable future.
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CONVERTIBILITY OF CLASS B COMMON STOCK INTO CLASS A COMMON STOCK. Cox
Enterprises, Inc. holds all of the shares of Class B Common Stock currently
outstanding. Shares of the Class B Common Stock are convertible at any time, or
from time to time, at the Class B Common Stock holder's option, into Class A
Common Stock on a share-for-share basis.
RESTRICTIONS ON FOREIGN OWNERSHIP. Our certificate of incorporation
restricts the ownership, voting and transfer of our capital stock, including
Class A Common Stock and Class B Common Stock, in accordance with the
Communications Act of 1934, as amended, and the rules of the Federal
Communications Commission, to prohibit ownership of more than 25% of our
outstanding capital stock (or more than 25% of the voting rights it represents)
by or for the account of aliens or corporations otherwise subject to domination
or control by aliens. Our certificate of incorporation also prohibits any
transfer of our capital stock that would cause us to violate this prohibition.
In addition, our certificate of incorporation authorizes our board of directors
to adopt such provisions as it deems necessary to enforce these prohibitions,
including the inclusion of a legend regarding restrictions on foreign ownership
of our capital stock on the certificates representing such capital stock. The
Class A Common Stock certificates contain a certification that must be executed
by the transferee of any such certificate before transfers of the shares
represented thereby may be made on our books. Such certification addresses
whether such transferee, or any person or entity for whose account such shares
will be held, is an alien. In addition, our certificate of incorporation
provides that we reserve the right to refuse to honor any transfer of our
capital stock which, in our judgment or the judgment of our transfer agent,
would or might constitute a violation of the Communications Act of 1934, as
amended, or the rules and regulations of the Federal Communications Commission.
LIQUIDATION, DISSOLUTION OR WINDING UP. In the event of our
liquidation, dissolution or winding up, whether voluntary or not, the holders
of Class A Common Stock and Class B Common Stock shall be entitled to share
ratably, according to their respective interests, in our assets which remain
after payment, or provision for payment, of our debts and other liabilities and
the preferential amounts due to the holders of any stock ranking prior to the
common stock in the distribution of assets.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our Class A Common Stock is First
Union National Bank, N.A.
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ITEM 2. EXHIBITS
The following exhibits are incorporated by reference as indicated
below.
Exhibit
Number Description
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3.1 -- Amended and Restated Certificate of Incorporation of Cox Radio, Inc.
(Incorporated by reference to Exhibit 3.1 of Cox Radio, Inc.'s
Registration Statement on Form S-1 (Commission File No. 333-08737)).
3.2 -- Certificate of Amendment of Certificate of Incorporation of Cox Radio, Inc.
3.3 -- Amended and Restated Bylaws of Cox Radio, Inc. (Incorporated by reference to Exhibit 3.2 of Cox Radio,
Inc.'s Registration Statement on Form S-1 (Commission File No. 333-08737)).
4.1 -- Form of Specimen Class A Common Stock Certificate.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, Cox Radio, Inc. has duly caused this amended
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
COX RADIO, INC.
By: /s/ Neil O. Johnston
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Name: Neil O. Johnston
Title: Vice President and Chief
Financial Officer (Principal
Financial Officer, Principal
Accounting Officer and duly
authorized officer)
Date: January 31, 2002