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As filed with the Securities and Exchange Commission on September 24, 1999
Registration No. 333-23561
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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
(703) 407-6000
(Address including Zip Code, and
telephone number, including area code,
of registrant's principal executive offices)
METRO NETWORKS, INC. 1996 INCENTIVE STOCK OPTION PLAN
METRO NETWORKS, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
NONQUALIFIED STOCK OPTION GRANTS
(Full title of the plan)
CHARLES I. BORTNICK
PRESIDENT
METRO NETWORKS, INC.
2800 POST OAK BOULEVARD, SUITE 4000
HOUSTON, TEXAS 77056
(Name and address of agent for service)
(703) 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
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REMOVAL OF SECURITIES FROM REGISTRATION
The Registration Statement on Form S-8 (Registration No. 333-23561) (the
"Registration Statement") of Metro Networks, Inc., a Delaware corporation
("Metro"), pertaining to (a) 1,000,000 shares of Metro common stock, par value
$.001 per share ("Metro Common Stock"), issuable upon exercise of options
granted under the 1996 Incentive Stock Option Plan, (b) 1,500,000 shares of
Metro Common Stock issuable upon exercise of options under the 1996 Employee
Stock Purchase Plan and (c) 30,000 shares of Metro Common Stock issuable upon
exercise of nonqualified stock options granted to certain directors, to which
this Post-Effective Amendment No. 1 relates, was declared effective by the
Securities and Exchange Commission on March 18, 1997.
On September 22, 1999, holders of Metro Common Stock, at their special
meeting of stockholders, approved and adopted the Agreement and Plan of Merger,
dated as of June 1, 1999 and as amended as of August 20, 1999 (the "Merger
Agreement"), among Metro, Copter Acquisition Corp. ("Merger Sub") and Westwood
One, Inc., a Delaware corporation ("Westwood"), and the transactions
contemplated thereby, including the right to receive shares of common stock of
Westwood, par value $.01 per share ("Westwood Common Stock"), in exchange for
their shares of Metro Common Stock. On September 22, 1999, holders of Westwood
Common Stock, at their annual meeting of stockholders, approved the issuance of
shares of Westwood Common Stock in the Merger (as defined below).
The Merger Agreement provides, among other things, for the merger of
Merger Sub with and into Metro, with Metro surviving such merger as a wholly
owned subsidiary of Westwood (the "Merger"). The Merger became effective upon
the filing of a Certificate of Merger with the Secretary of State of the State
of Delaware on September 22, 1999 (the "Effective Time").
Pursuant to the Merger Agreement, each share of Metro Common Stock
issued and outstanding immediately before the Effective Time (excluding those
held by Metro, Westwood or Merger Sub), was converted into the right to receive
1.5 shares of Westwood Common Stock. In addition, each share of Metro Common
Stock was canceled and ceased to exist, and each outstanding option to purchase
shares of Metro Common Stock was converted into an option to purchase shares of
Westwood Common Stock.
As a result of the Merger, Metro has terminated all offerings of Metro
Common Stock pursuant to its existing registration statements, including the
Registration Statement. In accordance with an undertaking made by Metro in the
Registration Statement to remove from registration, by means of a
post-effective amendment, any shares of Metro Common Stock which remain unsold
at the termination of the offering, Metro hereby removes from registration all
shares of Metro Common Stock registered under the Registration Statement which
remain unsold as of the Effective Time.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8, and
pursuant to Rule 478 under the Securities Act, the Registrant has duly caused
this Post-Effective Amendment to the Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on September 24, 1999.
METRO NETWORKS, INC.
By: /s/ Shane E. Coppola
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Name: Shane E. Coppola
Title: Executive Vice President
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