As filed with the Securities and Exchange Commission on December 11, 1998
Registration No. 333-__________
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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 or other jurisdiction of organization) (I.R.S. Employer
Identification No.)
9540 Washington Boulevard
Culver City, California 90232
(Address of Principal Executive Offices) (Zip Code)
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1989 STOCK INCENTIVE PLAN
(Full title of the plan)
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JOEL HOLLANDER
President and
Chief Executive Officer
Westwood One, Inc.
9540 Washington Boulevard
Culver City, California 90232
(310) 204-5000
(Name, address and telephone number of agent for service)
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Copy to:
ELIZABETH A. KING, ESQ.
Bryan Cave LLP
120 Broadway, Suite 300
Santa Monica, California 90401
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of Amount Proposed Maximum
Securities of Shares Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered per Share Price Fee
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Common Stock,
par value $.01 per share 4,000,000 $25.655 1 $102,620,000 1 $30,279.90
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1 Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
amount of the registration fee on the basis of the average of the high and
low reported sale prices of a share of Common Stock of Westwood One, Inc.
(the "Company" or the "Registrant") on December 10, 1998 as reported by The
Nasdaq Stock Market.
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<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Items 1 and 2 of Part
I of Form S-8 will be sent or given to plan participants as specified in Rule
428(b)(1) and, in accordance with the instructions to Part I, are not filed with
the Commission as part of this Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E (Registration of Additional Securities)
to Form S-8, the contents of the Registrant's prior Registration Statement on
Form S-8 (file number 033-28849) filed with the Securities and Exchange
Commission (the "Commission") on May 5, 1989 relating to 2,800,000 shares of the
Company's Common Stock, par value $.01 per share, issuable upon the exercise of
options or other rights quaranteed under the Company's 1989 Stock Incentive Plan
are hereby incorporated herein by this reference.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of the Company's Common Stock registered
hereunder will be passed upon for the Company by Bryan Cave LLP, Santa Monica,
California.
Item 8. Exhibits.
Exhibit
Number
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4.1 Westwood One, Inc. 1989 Stock Incentive Plan**
5.1 Opinion of Bryan Cave LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Bryan Cave LLP (included in Exhibit 5.1)
24.1 Power of Attorney (see page 3 of this Registration Statement)
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** Previously filed as an exhibit to the Registration Statement on Form S-8
(file number 033-28849) filed with the Commission on May 5, 1989 and
hereby incorporated herein by this reference
<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 the Culver City, California, on December 11, 1998.
Westwood One, Inc.
By: /S/ JOEL HOLLANDER
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Joel Hollander, President and Chief Executive Officer
2
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Joel Hollander and Gary Yusko, or either
of them, his attorneys-in-fact and agents, each with full power of substitution
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this Registration Statement, and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of said attorneys-in-fact
and agents full power and authority to do so and perform each and every act and
thing requisite and necessary to be done in connection with this Registration
Statement, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that either of said
attorneys-in-fact and agents, 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/S/ JOEL HOLLANDER President, Chief Executive Officer December 11, 1998
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Joel Hollander
/S/ NORMAN J. PATTIZ Chairman of the Board December 11, 1998
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Norman J. Pattiz
/S/ FARID SULEMAN Director, Chief Financial Officer December 11, 1998
- ---------------------- (principal financial and accounting
Farid Suleman officer)
/S/ MEL KARMAZIN Director December 11, 1998
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Mel Karmazin
/S/ DAVID L. DENNIS Director December 11, 1998
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David L. Dennis
/S/ JOSEPH B. SMITH Director December 11, 1998
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Joseph B. Smith
/S/ GERALD B. GREENBERG Director December 11, 1998
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Gerald B. Greenberg
/S/ STEPHEN A. LERMAN Director December 11, 1998
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Stephen A. Lerman
/S/ PAUL G. KRASNOW Director December 11, 1998
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Paul G. Krasnow
3
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------ ------- ------------
4.1 Westwood One, Inc. 1989 Stock Incentive Plan**
5.1 Opinion of Bryan Cave LLP............................................
23.1 Consent of PricewaterhouseCoopers LLP...............................
23.2 Consent of Bryan Cave LLP (included in Exhibit 5.1)..................
24.1 Power of Attorney (see page 3 of this Registration Statement)........
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** Previously filed as an exhibit to the Registration Statement on Form S-8
(file number 033-28849) filed with the Commission on May 5, 1989 and hereby
incorporated herein by this reference
4
<PAGE>
EXHIBIT 5.1
December 11, 1998
Westwood One, Inc.
9540 Washington Boulevard
Culver City, CA 90232
Re: Westwood One, Inc. - Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel for Westwood One, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of a registration statement
on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, to be filed with the Securities and Exchange Commission (the
"Commission") on December 11, 1998, in connection with the registration of an
aggregate of 4,000,000 shares of the Company's Common Stock, par value $.01 per
share (collectively, the "Shares"), issuable upon the exercise of options and
other rights granted under the Company's 1989 Stock Incentive Plan (the "Plan").
In connection with the preparation of the Registration Statement and the
issuance and sale of the Shares in accordance with the Plan and the Form S-8
prospectus to be delivered to participants in the Plan, we have made certain
legal and factual examinations and inquiries and examined, among other things,
such documents, records, instruments, agreements, certificates and matters as we
have considered appropriate and necessary for the rendering of this opinion. We
have assumed for the purpose of this opinion the authenticity of all documents
submitted to us as originals and the conformity with the originals of all
documents submitted to us as copies, and the genuineness of the signatures
thereon. As to various questions of fact material to this opinion, we have, when
relevant facts were not independently established, relied, to the extent deemed
proper by us, upon certificates and statements of officers and representatives
of the Company.
Based on the foregoing and in reliance thereon, it is our opinion that the
Shares have been duly authorized, and, when issued and sold in accordance with
the Plan and the prospectus to be delivered to participants in the Plan, the
Shares will be validly issued, fully paid and nonassessable.
<PAGE>
Westwood One, Inc.
December 11, 1998
Page 2
We hereby consent to the inclusion of our opinion as Exhibit 5.1 to the
Registration Statement and further consent to the reference to this firm in the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Commission thereunder.
This opinion is rendered solely for your benefit in accordance with the
subject transaction and is not to be otherwise used, circulated, quoted or
referred to without our prior written consent. We are opining herein only as to
the internal (and not the conflict of law) laws of the States of California and
Delaware, and we assume no responsibility as to the applicability thereto, or
the effect thereon, of the laws of any other jurisdiction.
Very truly yours,
/S/ BRYAN CAVE LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 18, 1998 appearing on page
F-2 of Westwood One, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1997.
/S/ PRICEWATERHOUSECOOPERS LLP
Century City, California
December 9, 1998
