SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 24, 2008
Cox Radio, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-12187 58-1620022
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
6205 Peachtree Dunwoody Road
Atlanta, Georgia 30328
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(Address of principal executive offices) (Zip Code)
(678) 645-0000
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act 17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Compensatory Arrangements of Certain Officers.
On March 24, 2008, the Compensation Committee of the Board of Directors approved
the accelerated vesting of all unvested shares of restricted shares of Class A
Common Stock granted to Marc W. Morgan, Cox Radio's Executive Vice President and
Chief Operating Officer, from March 2004 through March 2007 under Cox Radio's
Long-Term Incentive Plan (LTIP). In accordance with the terms of the LTIP, the
effect of the Committee's action was to amend each award agreement to accelerate
vesting of these awards, and the Committee also approved the removal of the
transfer and resale restrictions applicable to the shares subject to these
awards. The purpose of amending these awards was to allow for a sale of shares
in light of certain pre-vesting income tax consequences associated with the
awards under the LTIP.
In addition, the Committee granted 23,985 restricted stock units, each
representing one share of Class A Common Stock, to Mr. Morgan with a grant date
of March 24, 2008. The units vest on the fifth anniversary date of the grant, or
March 24, 2013, and upon vesting, Mr. Morgan will receive one share of
unrestricted Class A Common Stock for each vested restricted stock unit.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COX RADIO, INC.
Date: March 28, 2008 By: /s/ Neil O. Johnston
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Name: Neil O. Johnston
Title: Vice President and
Chief Financial Officer