<PAGE>
As filed with the Securities and Exchange Commission on July 30, 1997.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------
METRO NETWORKS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0505148
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2800 POST OAK BOULEVARD, SUITE 4000
HOUSTON, TEXAS 77056
(Address of Principal Executive Offices) (Zip Code)
NONQUALIFIED STOCK OPTION GRANTS
(Full title of the plans)
DAVID I. SAPERSTEIN
CHIEF EXECUTIVE OFFICER
METRO NETWORKS, INC.
2800 POST OAK BOULEVARD, SUITE 4000
HOUSTON, TEXAS 77056
(Name and address of agent for service)
(713) 407-6000
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
NEIL A. TORPEY, ESQ.
PAUL, HASTINGS, JANOFSKY & WALKER
399 PARK AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 318-6000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximium
Amount to be Maximum Offering Aggregate Amount of
Title of Securities to be Registered Registered Price Per Share Offering Price(1) Registration Fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, Par Value $.01.......... 10,000(2) $23.00 $230,000 $70.00
=================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended. The
Proposed Maximum Offering Price is based on an exercise price of $23.00 per
share with respect to 10,000 shares issuable upon exercise of nonqualified
stock options granted to a director.
(2) Includes 10,000 shares to be issued pursuant to certain nonqualified stock
options granted to a director. In addition to such shares, this
Registration Statement covers an indeterminate number of additional shares
which may become subject to options as a result of the adjustment provisions
of the plans and agreements. The registration fee is calculated only on the
stated number of shares.
================================================================================
<PAGE>
EXPLANATORY NOTE
This Registration Statement incorporates by reference the contents of the
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission by Metro Networks, Inc. (Registration No. 333-23561) on March 18,
1997.
2
<PAGE>
ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are as follows:
EXHIBIT NO. DESCRIPTION
---------- -----------
4.1 Amended and Restated Certificate of Incorporation of the
Registrant.(*)
4.2 Amended and Restated By-laws of the Registrant.(*)
4.3 Form of Common Stock Certificate.(*)
4.4 Form of Series A Convertible Preferred Stock Certificate.(*)
4.5 1996 Incentive Stock Option Plan.(*)
4.6 1996 Employee Stock Purchase Plan.(*)
4.7 Form of Nonqualified Stock Option Agreement.(*)
5.1 Opinion of Paul, Hastings, Janofsky & Walker.
23.1 Consent of Paul, Hastings, Janofsky & Walker (contained in
Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (contained on the Signature Page of this
Registration Statement).
__________________
(*) Incorporated by reference to the Registrant's Registration Statement on
Form S-8, Registration No. 333-23561, originally filed with the Securities
and Exchange Commission on March 18, 1997.
3
<PAGE>
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 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 New York, State of New York, on July 25, 1997.
METRO NETWORKS, INC.
(Registrant)
By:/s/ David I. Saperstein
-----------------------------
David I. Saperstein
Chairman and Chief Executive Officer
4
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David I. Saperstein, Shane E. Coppola and
Gary L. Worobow, with full power to act without the other, and each of them, as
his true and lawful attorney- or attorneys-in-fact and agent or agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
pre- or post-effective amendments) to the Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and any other regulatory
authority, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David I. Saperstein
- ------------------------ Chairman and Chief Executive Officer July 25, 1997
David I. Saperstein (Principal Executive Officer)
/s/ Curtis H. Coleman
- ------------------------ Senior Vice President, Chief Financial July 25, 1997
Curtis H. Coleman Officer and Director (Principal
Accounting and Financial Officer)
/s/ Charles I. Bortnick
- ------------------------ President and Director July 25, 1997
Charles I. Bortnick
/s/ Shane E. Coppola
- ------------------------ Executive Vice President and Director July 25, 1997
Shane E. Coppola
/s/ Gary L. Worobow
- ------------------------ Senior Vice President, Secretary July 25, 1997
Gary L. Worobow and Director
________________________ Director July __, 1997
James A. Arcara
________________________ Director July __, 1997
Robert M. Miggins
________________________ Director July __, 1997
Dennis F. Holt
________________________ Director July __, 1997
Kenin M. Spivack
</TABLE>
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit No. Description Page No.
- ----------- ----------- ----------
<S> <C> <C>
4.1 Amended and Restated Certificate of Incorporation of the Registrant.(*)
4.2 Amended and Restated By-laws of the Registrant.(*)
4.3 Form of Common Stock Certificate.(*)
4.4 Form of Series A Convertible Preferred Stock Certificate.(*)
4.5 1996 Incentive Stock Option Plan.(*)
4.6 1996 Employee Stock Purchase Plan.(*)
4.7 Form of Nonqualified Stock Option Agreement.(*)
5.1 Opinion of Paul, Hastings, Janofsky & Walker.
23.1 Consent of Paul, Hastings, Janofsky & Walker (included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (included on the Signature Page).
</TABLE>
_________________________
(*) Incorporated by reference to the Registrant's Registration Statement on
Form S-8, Registration No. 333-23561, filed with the Securities and
Exchange Commission on March 18, 1997.
<PAGE>
July 29, 1997
25383.75646
METRO NETWORKS, INC.
2800 Post Oak Boulevard
Suite 4000
Houston, Texas 77056
Ladies and Gentlemen:
We are furnishing this opinion of counsel to Metro Networks, Inc., a
Delaware corporation (the "Company"), for filing as Exhibit 5.1 to the
Registration Statement on Form S-8 (the "Registration Statement") to be filed by
the Company on or about July 29, 1997 with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
issuance and sale by the Company of up to 10,000 shares (the "Shares") of the
Company's Common Stock, par value $.01 per share, pursuant to the exercise of
stock options issued to a non-employee director under a non-qualified stock
option agreement between such individual and the Company.
In our capacity as counsel for the Company in connection with the
matters referred to above, we have examined the Amended and Restated Certificate
of Incorporation and Restated Bylaws of the Company and the form of Nonqualified
Stock Option Agreement of the Company, and the originals or copies certified or
otherwise identified, of records of corporate action of the Company as
furnished to us by the Company, certificates of public officials and of
representatives of the Company, statutes
<PAGE>
and other instruments and documents, as a basis for the opinions hereinafter
expressed.
Based upon our examination aforesaid, we are of the opinion that the
Shares are duly authorized and, when purchased and paid for upon exercise of
options pursuant to the stock option agreement described in the Registration
Statement, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion of counsel as Exhibit
5.1 to the Registration Statement.
Very truly yours,
/s/ Paul, Hastings, Janofsky &
Walker LLP
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to incorporation by reference in the Registration Statement on
Form S-8 of Metro Networks, Inc. of our report dated February 28, 1997, relating
to the consolidated balance sheets of Metro Networks, Inc. and Subsidiaries and
its Predecessors as of December 31, 1996 and 1995, and the related consolidated
statements of operations, shareholders' equity/partners' capital and cash flows
for each of the years in the three-year period ended December 31, 1996, which
report appears in the December 31, 1996 Annual Report on Form 10-K of Metro
Networks, Inc.
KPMG PEAT MARWICK LLP
Houston, Texas
July 29, 1997
