As filed with the Securities and Exchange Commission on January 28, 2005,
Post-Effective Amendment No. 1 To Registration Statement
On Form S-8 (No. 333-76176)
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 58-2112281
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6205 Peachtree Dunwoody Road
Atlanta, Georgia 30328
(Address of Principal Executive Offices) (Zip Code)
COX RADIO, INC.
2001 EMPLOYEE STOCK PURCHASE 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
DEREGISTRATION OF SECURITIES
On January 2, 2002, Cox Radio, Inc. (the "Registrant") filed a registration
statement on Form S-8 (the "Prior Registration Statement") for the purpose of
registering 750,000 shares of its Class A common stock, par value $0.33 per
share, (the "Common Stock") to be issued under the Cox Radio, Inc. 2001 Employee
Stock Purchase Plan (the "2001 Plan"). The 2001 Plan was completed on December
31, 2003. A total of 210,876 shares were issued under the 2001 Plan.
Accordingly, the Registrant is filing this Post-Effective Amendment No. 1 to the
Prior Registration Statement to deregister the remaining 539,124 shares of
Common Stock. Contemporaneously with the filing of this Post-Effective Amendment
No. 1, the Registrant is filing a registration statement on Form S-8 for the
purpose of registering 600,000 shares of Common Stock to be issued under the Cox
Radio, Inc. 2004 Employee Stock Purchase Plan (the "Subsequent Registration
Statement"). The 539,134 shares deregistered by this Post-Effective Amendment
No. 1 will be registered under the Subsequent Registration Statement and a
portion of the previously paid $3,054.32 filing fee attributable to such shares
will be carried forward and applied to the filing fee to be paid for filing the
Subsequent Registration Statement. The Registrant reserves the right, to the
extent permitted, to carry forward and apply the balance of the Prior
Registration Statement filing fee to future registration statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Post-Effective Amendment No. 1 to Form S-8
and has duly caused this Post-Effective Amendment No. 1 to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Atlanta,
State of Georgia on the 7th day of December, 2004.
COX RADIO, INC.
By:/s/Robert F. Neil
-------------------------
Robert F. Neil
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 to form S-8 to be
signed by the following persons in the capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
/s/James C. Kennedy Chairman of the Board of December 7, 2004
- -------------------------- Directors
James C. Kennedy
/s/Robert F. Neil President and Chief Executive December 7, 2004
- -------------------------- Officer, and Director
Robert F. Neil (Principal Executive Officer)
/s/Neil O. Johnston Vice President and Chief December 7, 2004
- -------------------------- Financial Officer (Principal
Neil O. Johnston Financial And Accounting Officer)
/s/Juanita P. Baranco Director December 7, 2004
- --------------------------
Juanita P. Baranco
/s/G. Dennis Berry Director December 7, 2004
- --------------------------
G. Dennis Berry
/s/Richard A. Ferguson Director December 7, 2004
- ---------------------------
Richard A. Ferguson
/s/Marc W. Morgan Director December 7, 2004
- ---------------------------
Marc W. Morgan
/s/Nicholas D. Trigony Director December 7, 2004
- ---------------------------
Nicholas D. Trigony