<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
METRO NETWORKS, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 4899 76-0505148
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification No.)
incorporation or Code Number)
organization)
</TABLE>
2800 POST OAK BOULEVARD
SUITE 4000
HOUSTON, TEXAS 77056
(713) 407-6000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
DAVID I. SAPERSTEIN
CHIEF EXECUTIVE OFFICER
METRO NETWORKS, INC.
2800 Post Oak Boulevard
Suite 4000
Houston, Texas 77056
(713) 407-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
COPIES TO:
<TABLE>
<S> <C>
Neil A. Torpey, Esq. Robert E. Buckholz, Jr.,
Paul, Hastings, Janofsky & Esq.
Walker Sullivan & Cromwell
399 Park Avenue 125 Broad Street
New York, New York 10022 New York, New York 10004
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
------------------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: /X/ 333-6311
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE AGGREGATE OFFERING AMOUNT OF REGISTRATION
REGISTERED PRICE(1) FEE
<S> <C> <C>
Common Stock, $.001 par value.......... $132,000,000 $40,000
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) of the Securities Act of 1933, as amended.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to the Rule 462(b) under
the Securities Act of 1933 ("Rule 462(b)") and includes the registration
statement facing page, this page, the signature page, and exhibit index, an
opinion of counsel and two accountants' consents. Pursuant to Rule 462(b), the
contents of the registration statement on Form S-1 (File No. 333-6311) of Metro
Networks, Inc., including the exhibits thereto (the "Initial Registration
Statement"), are incorporated by reference into this registration statement.
This registration statement covers the registration of $132,000,000 aggregate
offering price of Common Stock of Metro Networks, Inc. for sale in the offer
referred to in the Initial Registration Statement.
<PAGE>
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<S> <C> <C>
23.1 Consent of KPMG Peat Marwick LLP
23.3 Consent of KPMG Peat Marwick LLP
</TABLE>
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York on October 16, 1996.
METRO NETWORKS, INC.
By: /s/ DAVID I. SAPERSTEIN
-----------------------------------
David I. Saperstein
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<C> <S> <C>
NAME TITLE DATE
- ------------------------------------------------------ ----------------------------------- --------------------
/S/ DAVID I. SAPERSTEIN
------------------------------------------- Chairman of the Board of Directors October 16, 1996
David I. Saperstein and Chief Executive Officer
/s/ CHARLES I. BORTNICK*
------------------------------------------- President and Director October 16, 1996
Charles I. Bortnick
/s/ SHANE E. COPPOLA*
------------------------------------------- Executive Vice President and October 16, 1996
Shane E. Coppola Director
Senior Vice President, Chief
/s/ CURTIS H. COLEMAN* Financial Officer and Director
------------------------------------------- (Chief Financial and Accounting October 16, 1996
Curtis H. Coleman Officer)
/s/ GARY L. WOROBOW*
------------------------------------------- Senior Vice President, General October 16, 1996
Gary L. Worobow Counsel, Secretary and Director
</TABLE>
* by David I. Saperstein as attorney-in-fact
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Exhibit Numbered Pages
- ---------- ---------------------------------------------------------------------------------------- ---------------
<S> <C> <C>
23.1 Consent of KPMG Peat Marwick LLP
23.3 Consent of KPMG Peat Marwick LLP
</TABLE>
<PAGE>
EXHIBIT 23.1
Boards of Directors and Partners
Metro Traffic Control, Inc.
Metro Reciprocal, Inc.
Metro Networks, Ltd.
Metro Video News, Inc.:
We consent to the use of our report included herein and to the reference to
our firm under the heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Houston, Texas
October 16, 1996
<PAGE>
EXHIBIT 23.3
Boards of Directors
Skyview Broadcasting Networks, Inc.
Airborne Broadcast Consultants
Airborne Broadcasting Systems, Inc.:
We consent to the use of our report included herein and to the reference to
our firm under the heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Houston, Texas
October 16, 1996
