<PAGE>
As filed with the Securities and Exchange Commission on November 12, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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Radio One, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware 52-1166660 4832
(State or other (I.R.S. Employer (Primary Standard
jurisdiction of Identification No.) Industry Classification
incorporation or Number)
organization)
5900 Princess Garden Parkway, 8th Floor
Lanham, MD 20706
Telephone: (301) 306-1111
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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ALFRED C. LIGGINS, III
Chief Executive Officer and President
Radio One, Inc.
5900 Princess Garden Parkway, 8th Floor
Lanham, MD 20706
Telephone: (301) 306-1111
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copies to:
RICHARD L. PERKAL, ESQ. ANTOINETTE COOK BUSH, ESQ.
Kirkland & Ellis STEPHEN W. HAMILTON, ESQ.
655 Fifteenth Street, N.W. Skadden, Arps, Slate, Meagher & Flom
Washington, D.C. 20005 LLP
Telephone: (202) 879-5000 1440 New York Avenue, N.W.
Washington, D.C. 20005
Telephone: (202) 371-7000
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Approximate date of commencement of the 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 (the "Securities Act"), 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] File No 333-89607
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>
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Proposed
Proposed maximum
Amount maximum aggregate Amount of
Title of each Class of to be offering price offering registration
Securities to be Registered registered(/1/) per share(/2/) price(/3/) fee(/4/)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par value
$0.001 per share................ 770,000 Shares $59.25 $45,622,500 $12,684
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</TABLE>
(1) Includes 70,000 shares that the underwriters have the option to purchase
from the Company to cover over-allotments, if any.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933.
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2
EXPLANATORY NOTE
This Registration Statement is being filed by Radio One, Inc. (the
"Company") pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
and includes the Registration Statement facing page, this page, the signature
pages, an exhibit index, an opinion of counsel regarding the legality of the
Class A common stock being offered hereby and a related consent, and
accountants' consents. The Company hereby incorporates by reference into this
Registration Statement on Form S-1 in its entirety the Registration Statement on
Form S-1 (File No. 333-89607), as amended (including the exhibits thereto),
declared effective on November 10, 1999 by the Securities and Exchange
Commission (the "Commission").
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to transmit to the Commission the filing fees set forth on the cover
page of this Registration Statement by a wire transfer of such amounts to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on November 15, 1999), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the
amount of such filing fees and (iv) it will confirm receipt of such instructions
by its bank during regular business hours on November 15.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Lanham, Maryland on
November 12, 1999.
RADIO ONE, INC.
By: /s/ ALFRED C. LIGGINS, III
-----------------------------
Name: Alfred C. Liggins, III
Title: President and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Radio One, Inc., hereby
severally constitute and appoint Alfred C. Liggins, III and Scott R. Royster
and each of them singly, our true and lawful attorneys, with full power to them
and each of them singly, to sign for us in our names in the capacities
indicated below, all pre-effective and post-effective amendments to this
Registration Statement (or any other registration on statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act), and generally to do all things in our names and on our behalf
in such capacities to enable Radio One, Inc. to comply with the provisions of
the Securities Act, as amended, and all requirements of the SEC.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on behalf of the following persons by
Scott R. Royster, their true and lawful attorney, on the date indicated.
Radio One, Inc.
<TABLE>
<CAPTION>
Signature Title(s) Date
--------- -------- ----
<S> <C> <C>
/s/ Catherine L. Hughes Chairperson of the Board of November 12, 1999
____________________________________ Directors
Catherine L. Hughes
/s/ Terry L. Jones Director November 12, 1999
____________________________________
Terry L. Jones
/s/ Brian W. McNeill Director November 12, 1999
____________________________________
Brian W. McNeill
/s/ Larry D. Marcus Director November 12, 1999
____________________________________
Larry D. Marcus
/s/ Alfred C. Liggins, III President and Chief November 12, 1999
____________________________________ Executive Officer
Alfred C. Liggins, III (Principal Executive
Officer) and Director
/s/ Scott R. Royster Executive Vice President and November 12, 1999
____________________________________ Chief Financial Officer
Scott R. Royster (Principal Financial and
Accounting Officer)
</TABLE>
<PAGE>
5
EXHIBIT INDEX
Exhibit
No. Description
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5.1 Form of Opinion and Consent of Kirkland & Ellis.
23.1 Consent of Arthur Andersen, L.L.P.
23.2 Consent of Mitchell & Titus, L.L.P.
23.3 Consent of Kirkland & Ellis (included in Exhibit 5.1).
<PAGE>
Exhibit 5.1
November 12, 1999
Radio One, Inc.
5900 Princess Garden Parkway
8th Floor
Lanham, Maryland 20706
Re: Shares of Common Stock, $.001 par value
---------------------------------------
Dear Ladies and Gentlemen:
We are acting as counsel to Radio One, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), of a Registration Statement on Form S-1, File No. [________]
(the "Registration Statement") pertaining to the registration of a proposed
offering by the Company of up to 700,000 shares of the Company's Common Stock,
$.001 par value per share, and 70,000 shares of the Company's Common Stock,
$.001 par value per share, pursuant to which the Company has granted the
underwriters an option to purchase, solely to cover over-allotments, if any.
Shares to be newly issued and sold by the Company in the proposed offering shall
hereinafter be referred to as the "New Shares", and the New Shares, together
with the existing shares of the Company's Common Stock, $.001 par value per
share, shall hereinafter be referred to as the "Common Stock".
We have examined originals, or copies certified or otherwise identified to
our satisfaction, of such documents, corporate records and other instruments as
we have deemed necessary for the purposes of this opinion, including the
following: (i) Amended and Restated Certificate of Incorporation and the Amended
and Restated Bylaws of the Company, each as amended to the date hereof; and (ii)
certain resolutions adopted by the Board of Directors of the Company. In
addition, we have made such other and further investigations as we have deemed
necessary to enable us to express the opinions hereinafter set forth.
Based upon the foregoing and having regard to legal considerations that we
deem relevant, and subject to the comments and qualifications set forth below,
it is our opinion that the Common Stock has been duly authorized and when the
New Shares have been duly executed and delivered by authorized officers of the
Company and issued upon receipt of the consideration to be paid therefor (all in
conformity with the Board of Directors' resolutions examined by us), the Common
Stock will be duly and validly issued, fully paid and non-assessable.
For purposes of this opinion, we have with your permission made the
following assumptions, in each case without independent verification: (i) the
authenticity of all documents submitted to us as originals, (ii) the conformity
to the originals of all documents submitted to us as copies, (iii) the
authenticity of the originals of all documents submitted to us as copies, (iv)
the genuineness of the signatures of persons signing all documents in connection
with which this opinion is rendered, (v) the authority of such persons signing
all documents on behalf of the parties thereto and (vi) the due authorization,
execution and delivery of all documents by the parties thereto.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the section
entitled "Legal Matters" in the prospectus included in the Registration
Statement. In giving such consent, we do not thereby concede that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations promulgated thereunder.
We do not find it necessary for purposes of this opinion to cover, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the offering and sale of the Common
Stock. This opinion shall be limited to the laws of the State of Delaware.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Very truly yours,
/s/ Kirland & Ellis
KIRKLAND & ELLIS
<PAGE>
Exhibit 23.1
Consent of the Independent Public Accountants
As independent public accountants, we hereby consent to the use of our reports
and to all references to our Firm included in or made a part of this
registration statement.
/s/ Arthur Andersen L.L.P.
November 12, 1999
<PAGE>
Exhibit 23.2
Consent of Independent Accountants
We consent to the inclusion in this registration statement on Form S-1 of our
report dated March 25, 1998 on our audit of the financial statements of ALLUR-
DETROIT, INC. We also consent to the reference to our firm under the caption
"Experts".
By: /s/ Mitchell & Titus, L.L.P.
Mitchell & Titus, L.L.P.
Washington, DC
November 12, 1999
