UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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WESTWOOD ONE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-3980449
(State of Incorporation) (I.R.S. Employer I.D. No.)
9540 Washington Boulevard, Culver City, California 90232
(Address of Principal Executive Office) (Zip Code)
SECTION 5. OF THE EMPLOYMENT AGREEMENT
DATED DECEMBER 1, 1986
BETWEEN REGISTRANT AND NORMAN J. PATTIZ
(Full Title of the Plan)
-------------------------------------------------
Eric R. Weiss
9540 Washington Blvd.
Culver City, California 90232
(Name and address for agent for service)
(310)204-5000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to Price Per Offering Registration
Registered be Registered Share Price Fee
- ---------- ------------- --------- ---------- ------------
<S> <C> <C> <C> <C>
Common 525,000 $ 1.67 - $3,647,250 $1,257.68
Stock $16.31(1)
- ----------------------------------------------------------------
</TABLE>
Notes:
(1) 75,000 at $16.31 per share; 75,000 at $8.68 per share;
75,000 at $9.38 per share; 75,000 at $2.72 per share; 75,000 at
$2.01 per share; 75,000 at $1.67 per share; and 75,000 at $7.86 per
share. Pursuant to the terms of the Plan, each per share price was
computed on the basis of the average of the closing stock prices
for the 20 trading days prior to the November 30 vesting date in
1987, 1988, 1989, 1990, 1991, 1992 and 1993, as reported by NASDAQ.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
Item 3. Incorporation of Documents by Reference.
The following documents listed below are hereby incorporated by
reference in this registration statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended November 30, 1993;
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since November 30, 1993;
(c) The description of the Company's Common Stock contained in its
registration statement on Form 8-A dated November 24, 1984 (File
No. 0-13020), as amended by its Form 8 dated September 21, 1988.
All reports and other documents subsequently filed or to be filed
by the Company 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 securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof from
the date of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The General Corporation Law of the State of Delaware and the
Certificate of Incorporation and the Bylaws of the Company provide
for the indemnification of directors and officers under certain
conditions. In addition, the Company has entered into agreements
with certain of its directors and officers for the indemnification
against liabilities arising from claims of certain acts in their
capacities as directors and officers of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
II-1
<PAGE>
Item 8. Exhibits.
4. Employment Agreement, dated December 1, 1986, between
Company and Norman J. Pattiz, as amended. The rights of Mr. Pattiz
with respect to the securities being registered are defined at
Section 5. of the Employment Agreement (the "Plan"). The
Employment Agreement was filed as an exhibit to Company's Annual
Report on Form 10-K for the fiscal year ended November 30, 1986 and
incorporated herein by reference. Amendment Number One to the
Employment Agreement was filed as an exhibit to Company's Annual
report on Form 10-K for the fiscal year ended November 30, 1987.
5. Opinion of Counsel with respect to the legality of the
securities being registered, including consent to the use of such
opinion in the Registration Statement.
23.1 Consent of Counsel (contained in the opinion filed as
Exhibit 5).
23.2 Consent of Price Waterhouse.
24. Power of attorney (included at Page II-5).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(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 of 1933;
(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;
(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 registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of
the Securities and Exchange Act of 1934 and are incorporated by
reference in the registration statement.
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<PAGE>
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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 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 of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described in Item 6, above, 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 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 or
paid 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 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.
II-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 New York, New
York on February 7, 1995.
WESTWOOD ONE, INC.
BY: /s/ Farid Suleman
-----------------------
Farid Suleman
Chief Financial Officer
Director
II-4
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Farid Suleman, as such person's true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for
such person and in such person's name, place and stead, in any and
all capacities, to sign the Registration Statement on Form S-8 for
Westwood One, Inc. and any and all amendments thereto, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as
such person might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or a
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/Norman J. Pattiz Chairman of the Board February 3, 1995
- --------------------
Norman J. Pattiz
/s/Mel Karmazin Chief Executive Officer, February 3, 1995
- -------------------- President and Director
Mel Karmazin
/s/Farid Suleman Chief Financial Officer February 3, 1995
- -------------------- and Director
Farid Suleman
/s/William Hogan Director February 6, 1995
- --------------------
William Hogan
/s/Paul Krasnow Director February 6, 1995
- --------------------
Paul Krasnow
/s/Arthur Levine Director February 7, 1995
- --------------------
Arthur Levine
/s/Joseph Smith Director February 2, 1995
- --------------------
Joseph Smith
/s/David Dennis Director February 3, 1995
- --------------------
David Dennis
/s/Gerald Greenberg Director February 7, 1995
- --------------------
Gerald Greenberg
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
Item No. Description of Item Sequentially
Numbered Page
4 Employment Agreement, N/A
dated December 1, 1986,
between Company and
Norman J. Pattiz, as
amended, was filed as an
exhibit to Company's Annual
Reports on Form 10-K for
the Fiscal years ended
November 30, 1986 and
November 30, 1987.
5 Opinion of Counsel 1 of 2
23.1 Consent of Counsel N/A
(in Exhibit 5)
23.2 Consent of Price Waterhouse 2 of 2
24 Power of Attorney N/A
(included at page II-5)
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<PAGE>
January 25, 1995
Westwood One, Inc
9540 Washington Boulevard
Culver City, California 90232
Gentlemen:
I have acted as counsel to Westwood One, Inc. (the "Company") in
connection with the grant by the Company of options to purchase
525,000 shares (the "Shares") of the Company's Common Stock, par
value $.01 per share, pursuant to Section 5. of the Employment
Agreement, dated December 1, 1986, between Company and Norman J.
Pattiz. Such shares are being registered under the Securities Act
of 1933 in a Registration Statement on Form S-8 (the "Registration
Statement"). In that capacity, I am familiar with the proceedings,
corporate and other, relating to the authorization and issuance of
the Shares.
Based on the foregoing and such other examination of law and fact
as I have deemed necessary, I am of the opinion that the Shares are
legally issued, fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Eric R. Weiss
Eric R. Weiss
Exhibit 5
Page 1 of 2
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
February 6, 1995
To the Board of Directors of
Westwood One, Inc.
We agree to the incorporation by reference in the Registration
Statement on Form S-8 of Westwood One, Inc. of our report dated,
February 1, 1994, appearing on page F-2 of the Company's Annual
Report on Form 10K for the fiscal year ended November 30, 1993.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Century City, California
Exhibit 23.2
Page 2 of 2
