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As filed with the Securities and Exchange Commission on July 27, 2000
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_____________
RADIO ONE, INC.
(exact name of registrant as specified in its charter)
Delaware 52-1166660
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5900 PRINCESS GARDEN PARKWAY, 8TH FLOOR
LANHAM, MD 20706
(301) 306-1111
(Name, address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
_____________
1999 Stock Option and Restricted Stock Grant Plan
(Full titles of the plan)
_____________
ALFRED C. LIGGINS, III
CHIEF EXECUTIVE OFFICER
5900 PRINCESS GARDEN PARKWAY, 8TH FLOOR
LANHAM, MD 20706
(301) 306-1111
(Name, address, and telephone number of agent for service)
PLEASE ADDRESS COPIES OF ALL COMMUNICATIONS TO:
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NORMA M. SHARARA JAMES J. BARNES
SILVERSTEIN AND MULLENS BUCHANAN INGERSOLL
A DIVISION OF BUCHANAN INGERSOLL PROFESSIONAL CORPORATION
PROFESSIONAL CORPORATION 20TH FLOOR, 301 GRANT STREET
1776 K STREET, N.W., SUITE 800 PITTSBURGH, PENNSYLVANIA 15219
WASHINGTON, D.C. 20006 (412) 562-8800
(202) 452-7900
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Title of Each Class of Amount to be Maximum Offering Maximum Aggregate Amount of
Securities to be Registered Registered Price Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Class D Common Stock, $.001 70,000(1) $26.53 $ 1,857,100 $13,045
par value per share 60,000(1) 26.375 1,582,500
7,436(1) 18.08 134,443
5,116(1) 22.51 115,162
346,016(1) 8.11 2,806,190
2,327,630(2) 18.4375(3) 42,915,679(3)
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Total 2,816,198 $49,411,074
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</TABLE>
(1) Options granted and exercise price determined for these shares (total of
488,568 shares).
(2) Shares still eligible for grant.
(3) The offering price per share and aggregate offering price have been
estimated solely for the purposes of determining the registration fee
pursuant to Rule 457(h) on the basis of the high and low prices of Radio
One, Inc.'s Class D common stock, $.001 par value per share, reported on
the Nasdaq National Market on July 25, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Radio One, Inc., a Delaware corporation,
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended or the Securities Exchange Act of 1934, as amended are incorporated
herein by reference:
(a) The description of our Class D common stock, par value $.001 per share
contained in a registration statement on Form 8-A filed under the
Exchange Act by Radio One on May 17, 2000 and any amendments or
reports filed for the purpose of updating such description.
(b) Radio One's quarterly report on Form 10-Q for the period ended
March 31, 2000, filed with the Commission on May 15, 2000.
(c) Radio One's annual report on Form 10-K for the year ended December 31,
1999, filed with the Commission on March 29, 2000.
All documents filed by Radio One after the date of this registration
statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all the
Class D common stock offered hereby has been sold or which deregisters that
Class D common stock then remaining unsold, shall be deemed to be incorporated
in this registration statement by reference and shall be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this registration
statement 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 in this registration statement modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or so superseded, to constitute a part of this
registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Radio One's Amended and Restated Bylaws incorporate substantially the
provisions of the General Corporation Law of the State of Delaware (the "DGCL")
in providing for indemnification of directors and officers against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with any proceeding arising by reason of the fact that such person
is or was an officer or director of Radio One. In addition, Radio One is
authorized to indemnify employees and agents of Radio One and may enter into
indemnification agreements with its directors and officers providing mandatory
indemnification to them to the maximum extent permissible under Delaware law.
Radio One's Amended and Restated Certificate of Incorporation provides that
Radio One shall indemnify (including indemnification for expenses incurred in
defending or otherwise participating in any proceeding) its directors and
officers to the fullest extent authorized or permitted by the DGCL, as it may be
amended, and that such right to indemnification shall continue as to a person
who has ceased to be a director or officer of Radio One and shall inure to the
benefit of his or her heirs, executors and administrators except that such right
shall not apply to proceedings initiated by such indemnified person unless it is
a successful proceeding to enforce indemnification or such proceeding was
authorized or consented to by the board of directors. Radio One's certificate of
incorporation also specifically provides for the elimination of the personal
liability of a director to the corporation and its stockholders for monetary
damages for breach of fiduciary duty as director. The provision is limited to
monetary damages, applies only to a director's actions while acting within his
or her capacity as a director, and does not entitle Radio One to limit director
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liability for any judgment resulting from (a) any breach of the director's duty
of loyalty to Radio One or its stockholders; (b) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of the law;
(c) paying an illegal dividend or approving an illegal stock repurchase; or (d)
any transaction from which the director derived an improper benefit.
Section 145 of the DGCL provides generally that a person sued (other than
in a derivative suit) as a director, officer, employee or agent of a corporation
may be indemnified by the corporation for reasonable expenses, including counsel
fees, if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe that the person's conduct was unlawful. In the case of a derivative
suit, a director, officer, employee or agent of the corporation may be
indemnified by the corporation for reasonable expenses, including attorneys'
fees, if the person has acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in the case of a
derivative suit in respect of any claim as to which such director, officer,
employee or agent has been adjudged to be liable to the corporation unless the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine that such person is fairly and reasonably entitled to indemnity
for proper expenses. Indemnification is mandatory under section 145 of the DGCL
in the case of a director or officer who is successful on the merits in defense
of a suit against him.
Radio One maintains directors and officers liability insurance for the
benefit of its directors and certain of its officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit 3.1 Amended and Restated Certificate of Incorporation of Radio One
(incorporated by reference to Exhibit 3.1 of Radio One's quarterly
report on Form 10-Q for the period ended March 31, 2000 (File
No. 000-25969) filed on May 15, 2000).
Exhibit 3.2 Amended and Restated Bylaws of Radio One (incorporated by
reference to Exhibit 3.2 of Radio One's annual report on Form 10-K
(File No. 000-25969) filed on March 29, 2000).
Exhibit 4.1 Radio One, Inc. 1999 Stock Option and Restricted Stock Grant Plan
(incorporated by reference to Radio One's registration statement
on Form S-8 (File No. 333-78123) filed on May 7, 1999).
Exhibit 4.2 Amendment No. 1. to the Radio One, Inc. 1999 Stock Option and
Restricted Stock Grant Plan (incorporated by reference to Radio
One's post-effective Amendment No. 1 to its registration statement
on Form S-8 (File No. 333-78123) filed on July 27, 2000).
Exhibit 4.3 Amendment No. 2 to Radio One, Inc. 1999 Stock Option and
Restricted Stock Grant Plan, filed herewith.
Exhibit 5.1 Opinion of Buchanan Ingersoll Profession Corporation, filed
herewith.
Exhibit 23.1 Consent of Buchanan Ingersoll Professional Corporation (included
in its opinion filed as Exhibit 5.1).
Exhibit 23.2 Consent of Arthur Andersen, LLP, filed herewith.
ITEM 9. UNDERTAKINGS
(a) Radio One hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
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(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(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 the undertakings set forth in paragraphs 1(a) and
1(b) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by Radio One pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the 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 therein, 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 that remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of Radio One'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 new securities at
that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Radio One
pursuant to the foregoing provisions, or otherwise, Radio One has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Radio One of expenses incurred or
paid by a director, officer or controlling person of Radio One 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, Radio
One 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 whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, Radio One, Inc.
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 Lanham, State of Maryland, on July 27, 2000.
RADIO ONE, INC.
By: /s/ Scott R. Royster
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Scott R. Royster
Executive Vice President, and Chief
Financial Officer
(Principal Financial and Accounting
Officer)
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on July 27, 2000.
By: /s/ Alfred C. Liggins, III
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Alfred C. Liggins, III
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Catherine L. Hughes
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Catherine L. Hughes
Chairperson of the Board of Directors
By: /s/ Brian W. McNeill
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Brian W. McNeill
Director
By: /s/ Terry L. Jones
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Terry L. Jones
Director
By: /s/ Larry D. Marcus
-------------------------------------
Larry D. Marcus
Director
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INDEX TO EXHIBITS
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Exhibit 3.1 Amended and Restated Certificate of Incorporation of Radio One
(incorporated by reference to Exhibit 3.1 of Radio One's quarterly
report on Form 10-Q for the period ended March 31, 2000 (File
No. 000-25969) filed on May 15, 2000).
Exhibit 3.2 Amended and Restated Bylaws of Radio One (incorporated by
reference to Exhibit 3.2 of Radio One's annual report on Form 10-K
(File No. 000-25969) filed on March 29, 2000).
Exhibit 4.1 Radio One, Inc. 1999 Stock Option and Restricted Stock Grant Plan
(incorporated by reference to Radio One's registration statement
on Form S-8 (File No. 333-78123) filed on May 7, 1999).
Exhibit 4.2 Amendment No. 1. to the Radio One, Inc. 1999 Stock Option and
Restricted Stock Grant Plan (incorporated by reference to Radio
One's post-effective Amendment No. 1 to its registration statement
on Form S-8 (File No. 333-78123) filed on July 27, 2000).
Exhibit 4.3 Amendment No. 2 to Radio One, Inc. 1999 Stock Option and
Restricted Stock Grant Plan, filed herewith.
Exhibit 5.1 Opinion of Buchanan Ingersoll Professional Corporation filed
herewith.
Exhibit 23.1 Consent of Buchanan Ingersoll Professional Corporation (included
in its opinion filed as Exhibit 5.1).
Exhibit 23.2 Consent of Arthur Andersen, LLP, filed herewith.
