<PAGE>
As filed with the Securities and Exchange Commission on August 31, 1998.
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)
METRO NETWORKS, INC. 1997 STOCK OPTION PLAN
NONQUALIFIED STOCK OPTION GRANTS
(Full title of the plan)
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 LLP
399 PARK AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 318-6000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
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 $.001 1,540,000(2) (1) $52,780,000 $15,571
=======================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended.
The Proposed Maximum Aggregate Offering Price is based on the aggregate of:
(a) an exercise price of $34.38 per share (the average of the high and low
prices as quoted on the Nasdaq Stock Market's National Market on August 27,
1998) with respect to 1,500,000 shares issuable upon exercise of options
granted under the Metro Networks, Inc. 1997 Stock Option Plan and (b) an
exercise price of $30.25 per share with respect to 40,000 shares issuable
upon exercise of nonqualified stock options granted to certain directors.
(2) 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>
PART I
EXPLANATORY NOTE
This Registration Statement is intended to register shares to be issued
and sold pursuant to (i) the Metro Networks, Inc. 1997 Stock Option Plan and
(ii) nonqualified stock options (the "Options") issued to certain directors of
the Registrant. Pursuant to the Note to Part I of Form S-8, the plan information
specified by Part I of Form S-8 to be contained in a Section 10(a) prospectus to
be distributed to each optionee is not being filed with the Securities and
Exchange Commission. Part II contains Information Required in the Registration
Statement pursuant to Part II of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following information filed with the Securities and Exchange
Commission (the "Commission") is incorporated herein by reference:
1. The Registrant's Annual Report on Form 10-K filed on March 31, 1998
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
2. The Registrant's Quarterly Report on Form 10-Q filed on May 13, 1998
pursuant to Section 13(a) of the Exchange Act.
3. The Registrant's Quarterly Report on Form 10-Q filed on August 12,
1998 pursuant to Section 13(a) of the Exchange Act.
4. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, as amended, filed on October
18, 1996, pursuant to the Exchange Act.
In addition, all documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents with the Commission. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable; the class of securities to be offered is registered under
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") and
Article EIGHTH of the Registrant's Amended and Restated Certificate of
Incorporation provide for indemnification of the Registrant's directors and
officers in a variety of circumstances which may include liabilities under the
Securities Act of 1933. Article EIGHTH provides that unless otherwise
determined by the Board of Directors of the Registrant, the Registrant shall
indemnify to the full extent permitted by the laws of Delaware, as from time to
time in effect, the persons described in Section 145 of the DGCL.
II-1
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The general effect of the provisions in the Registrant's Amended and
Restated Certificate of Incorporation and the DGCL is to provide that the
Registrant shall indemnify its directors and officers against all liabilities
and expenses actually and reasonably incurred in connection with the defense or
settlement of any judicial or administrative proceedings in which they have
become involved by reason of their status as corporate directors or officers, if
they acted in good faith and in the reasonable belief that their conduct was
neither unlawful (in the case of criminal proceedings) nor consistent with the
best interests of the Registrant. With respect to legal proceedings by or in
the right of the Registrant in which a director or officer is adjudged liable
for improper performance of his duty to the Registrant or another enterprise
which such person served in a similar capacity at the request of the Registrant,
indemnification is limited by such provisions to that amount which is permitted
by the court.
The Registrant maintains officers' and directors' liability insurance
which will insure against liabilities that officers and directors of the
Registrant may incur in such capacities. The Registrant has also entered into
indemnification agreements with its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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 1997 Stock Option Plan.(**)
4.6 Form of Nonqualified Stock Option Agreement.(***)
5.1 Opinion of Paul, Hastings, Janofsky & Walker LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP (contained
in Exhibit 5.1).
24.1 Power of Attorney (contained on the Signature Page of this
Registration Statement).
______________________
II-2
<PAGE>
(*) Incorporated by reference to the Registrant's Registration Statement on
Form S-1, Registration No. 333-6311, originally filed with the Securities
and Exchange Commission on June 22, 1996, and declared effective (as
amended) on October 16, 1996.
(**) Incorporated by reference to the Registrant's Annual Report on Form 10-
K for the year ended on December 31, 1997 filed with the Securities and
Exchange Commission on March 31, 1998.
(***) 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.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
A. (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (A) (1) (i) and (A) (1) (ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15 (d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 August 28, 1998.
METRO NETWORKS, INC.
(Registrant)
By: /s/ David I. Saperstein
------------------------------
David I. Saperstein
Chairman and Chief Executive Officer
II-5
<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 any 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, as amended,
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 August 28, 1998
- --------------------------- (Principal Executive Officer)
David I. Saperstein
/s/ Timothy McMillin Senior Vice President and Chief August 28, 1998
- --------------------------- Financial Officer (Principal Accounting
Timothy McMillin and Financial Officer)
/s/ Charles I. Bortnick President and Director August 28, 1998
- ---------------------------
Charles I. Bortnick
/s/ Shane E. Coppola Executive Vice President and Director August 28, 1998
- ---------------------------
Shane E. Coppola
/s/ Gary L. Worobow Senior Vice President, Secretary and August 28, 1998
- --------------------------- Director
Gary L. Worobow
/s/ James A. Arcara Director August 28, 1998
- ---------------------------
James A. Arcara
Director August __, 1998
- ---------------------------
Dennis F. Holt
Director August __, 1998
- ---------------------------
Kenin M. Spivak
</TABLE>
<PAGE>
Director August __, 1998
- -----------------
ROBERT MIGGINS
<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 1997 Stock Option Plan.(**)
4.6 Form of Nonqualified Stock Option Agreement.(***)
5.1 Opinion of Paul, Hastings, Janofsky & Walker LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP (included in Exhibit
5.1).
24.1 Power of Attorney (included on the Signature Page).
</TABLE>
____________________________
(*) Incorporated by reference to the Registrant's Registration Statement on
Form S-1, Registration No. 333-6311, originally filed with the Securities
and Exchange Commission on June 22, 1996, and declared effective (as
amended) on October 16, 1996.
(**) Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the year ended on December 31, 1997 filed with the Securities and
Exchange Commission on March 31, 1998.
(***) 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>
EXHIBIT 5.1
August 28, 1998
Metro Networks, Inc.
2800 Post Oak Boulevard
Suite 4000
Houston, Texas 77056
Re: Metro Networks, Inc.
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 August 28, 1998 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 1,540,000 shares (the "Shares") of the
Company's Common Stock, par value $.001 per share, pursuant to (i) the Company's
1997 Stock Option Plan and (ii) the exercise of stock options issued to non-
employee directors under non-qualified stock option agreements between such
individuals 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, the Company's 1997 Stock
Option Plan 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 and other
instruments and documents, as a basis for the opinions hereinafter expressed.
Based upon our examination as aforesaid, we are of the opinion that
the Shares are duly authorized and, when purchased and duly paid for upon
exercise of options, will be validly issued, fully paid and nonassessable.
<PAGE>
We hereby consent to the filing of this opinion of counsel as Exhibit
5.1 to the Registration Statement.
Sincerely,
/s/ Paul, Hastings, Janofsky & Walker LLP
<PAGE>
EXHIBIT 23.1
Independent Auditors' Consent
The Board of Directors
Metro Networks, Inc.:
We consent to incorporation by reference in the registration statement (filed on
or about August 28, 1998) on Form S-8 of Metro Networks, Inc. of our report
dated March 9, 1998 relating to the consolidated balance sheets of Metro
Networks, Inc. and subsidiaries as of December 31, 1997 and 1996, and the
related consolidated statements of operations, cash flows and stockholders'
equity for each of the years in the three-year period ended December 31, 1997,
which report appears in the December 31, 1997 annual report on Form 10-K of
Metro Networks, Inc. and subsidiaries.
Houston, Texas
August 28, 1998
