As filed with the Securities and Exchange Commission on January 25, 2002
Registration No. 333-13281
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Cox Radio, Inc.
(Exact name of registrant as specified in its charter)
Delaware 58-16220022
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization
1400 Lake Hearn Drive 30319
Atlanta, Georgia (Zip Code)
(Address of Principal Executive Offices)
COX RADIO, INC. LONG-TERM INCENTIVE PLAN
(Full title of plan)
DOW, LOHNES & ALBERTSON, PLLC
Counsel
1200 New Hampshire Avenue, N.W.
Suite 800
Washington, D.C. 20036
(Name and Address of agent for service)
Telephone number of agent for service:
(202) 776-2000
CALCULATION OF REGISTRATION FEE
- ------------------------ --------------------- --------------------- ---------------------- -----------------
Title Of Security Amount Being Proposed Maximum Proposed Maximum Amount of
Being Registered Registered* Offering Price Per Aggregate Offering Registration Fee
Share (**) Price (**)
- ------------------------ --------------------- --------------------- ---------------------- -----------------
- ------------------------ --------------------- --------------------- ---------------------- -----------------
Class A Common Stock, 6,000,000 $22.12 $132,720,000 $12,210
$.33 Par Value
- ------------------------ --------------------- --------------------- ---------------------- -----------------
(*) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers an indeterminate number of additional shares
which may be offered and issued in accordance with the Plan terms to prevent
dilution from stock splits, stock dividends or similar transactions.
(**) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933.
STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 (the "Registration Statement") is
being filed pursuant to General Instruction E to Form S-8 under the Securities
Act of 1933, as amended (the "Securities Act") to register additional shares of
the registrant's common stock issuable pursuant to the Cox Radio, Inc.
Long-Term Incentive Plan (the "LTIP"). Unless otherwise noted herein, this
Registration Statement incorporates by reference the contents of the
registrant's registration statement relating to the LTIP on Form S-8
(File No. 33-13281), and all exhibits thereto, which was previously filed with
the Securities and Exchange Commission on October 2, 1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel
Certain attorneys of Dow, Lohnes & Albertson, PLLC own shares of the
Company's Class A Common Stock totaling less than one percent of the outstanding
shares of the Company's Class A Common Stock.
Item 8. Exhibits
Exhibit Number Description of Exhibit Page
- -------------- ---------------------- ----
5 Opinion of Dow, Lohnes & Albertson, PLLC 4
23.1 Consent of Deloitte & Touche LLP 6
23.2 Consent of Dow, Lohnes & Albertson
(contained in their opinion in Exhibit 5) 4
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SIGNATURES
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 Atlanta, State of Georgia on the 27th day of
December, 2001.
COX RADIO, INC.
By: /s/ Robert F. Neil
------------------
Robert F. Neil
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Registration Statement to be signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
/s/ James C. Kennedy Director and December 27, 2001
- --------------------- Chairman of the Board
James C. Kennedy
/s/ David E. Easterly Director December 27, 2001
- --------------------
David E. Easterly
/s/ Robert F. Neil President, Chief December 27, 2001
- ------------------ Executive Officer and
Robert F. Neil Director (principal executive
officer)
/s/ Neil O. Johnston Vice President and Chief December 27, 2001
- -------------------- Financial Officer (principal
Neil O. Johnston financial officer and principal
accounting officer)
/s/ Marc W. Morgan Director December 27, 2001
- ------------------
Marc W. Morgan
/s/ Nicholas D. Trigony Director December 27, 2001
- -----------------------
Nicholas D. Trigony
/s/ Paul M. Hughes Director December 27, 2001
- ------------------
Paul M. Hughes
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Exhibit 5
[Firm Letterhead Appears Here]
January 22, 2002
Cox Radio, Inc.
1400 Lake Hearn Drive
Atlanta, Georgia 30319
Re: Registration Statement of Form S-8
We have acted as special counsel for Cox Radio, Inc., a Delaware corporation
("Cox"), in connection with the preparation of the Registration Statement
on Form S-8 (the "Registration Statement") pertaining to 6,000,000 shares
(the "Shares") of Class A Common Stock, $.33 par value per share, being
issued by Cox pursuant to the Cox Radio, Inc. Long-Term Incentive Plan
(the "Plan").
In preparing this opinion we have reviewed (a) the Registration Statement;
(b) Cox's Amended Certificate of Incorporation and Bylaws; (c) the Plan; and
(d) certain records of Cox's corporate proceedings as reflected in its minute
and stock books.
As to matters of fact relevant to our opinion, we have relied upon oral
representations of officers of Cox without further investigation. With
respect to the foregoing documents, we have assumed: (i) the authenticity of all
documents submitted to us as originals, the conformity with authentic original
documents of all documents submitted to us as copies or forms, the genuineness
of all signatures and the legal capacity of natural persons, and (ii) that the
foregoing documents, in the forms thereof submitted for our review, have not
been altered, amended or repealed in any respect material to our opinion as
stated herein. We have not reviewed any documents other than the documents
listed above for purposes of rendering our opinion as expressed herein, and we
assume that there exists no provision of any such other document that bears upon
or is inconsistent with our opinion as expressed herein. We have conducted no
independent factual investigation of our own but rather have relied solely upon
the foregoing documents, the statements and information set forth therein and
the additional matters recited or assumed herein, all of which we assume to be
true, complete and accurate in all material respects.
Our opinion is limited to matters arising under the General Corporation
Law of the State of Delaware, insofar as such laws apply, and we express no
opinion as to conflicts of law rules, or the laws of any states or
jurisdictions, including federal laws regulating securities or other federal
laws, or the rules and regulations of stock exchanges or any other regulatory
body.
Based upon and subject to the foregoing and any other qualifications stated
herein, we are of the opinion that the Shares, when and to the extent issued and
paid for pursuant to the provisions of the Plan, will be validly issued, fully
paid and non-assessable.
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Cox Radio, Inc.
January 22, 2002
Page Two
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement and to all references to our firm in the Registration
Statement, provided, however, that in giving such consent we do not admit that
we come within the category of persons whose consent is required under Section
7 of the Securities Act of 1933 or the Rules and Regulations of the Commission
thereunder. Except as provided for hereinabove, without our prior written
consent, this opinion may not be furnished or quoted to, or relied upon
by, any other person or entity for any purpose.
Very truly yours,
DOW, LOHNES & ALBERTSON, PLLC
By: /s/ Richard P. McHugh
---------------------
Richard P. McHugh
Member
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-31281 of Cox Radio, Inc. on Form S-8 of
our report dated February 8, 2001, appearing in the Annual Report on Form 10-K
of Cox Radio, Inc. for the year ended December 31, 2000.
/s/ DELOITTE & TOUCHE LLP
- ------------------------
Deloitte & Touche LLP
Atlanta, Georgia
January 22, 2002
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