-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AfKmfS/qKxxmipBe6Mubj5w7hlPKPn5P37Jix7MjqOCzLI6XpF8OT2hQ8EFWoucS MlOADAzbVQBn3upMCsMsxw== 0000950144-02-001614.txt : 20020414 0000950144-02-001614.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950144-02-001614 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COX RADIO INC CENTRAL INDEX KEY: 0001018522 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 581620022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12187 FILM NUMBER: 02551611 BUSINESS ADDRESS: STREET 1: C/O COX ENTERPRISES INC STREET 2: 1400 LAKE HEARN DR CITY: ATLANTA STATE: GA ZIP: 30319 BUSINESS PHONE: 4048435000 MAIL ADDRESS: STREET 1: C/O COX ENTERPRISES INC STREET 2: 1400 LAKE HEARN DR CITY: ATLANTA STATE: GA ZIP: 30319 8-A12B/A 1 g74299e8-a12ba.txt COX RADIO, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (AMENDMENT NO. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Cox Radio, Inc. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 58-1620022 - ------------------------------------------------------------------------------- (State of Incorporation or Organization) (IRS Employer Identification No.) 1400 Lake Hearn Drive, N.E., Atlanta, Georgia 30319 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: 1-12187 (if applicable). Securities to be registered pursuant to Section 12(b) of the Act:
Title of Class Name of Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Class A Common Stock, $0.33 par value per share New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None - ------------------------------------------------------------------------------- ITEM 1. DESCRIPTION OF COMMON STOCK The following is a summary of the material terms and provisions of our Class A Common Stock, par value $0.33 per share. The following description also sets forth selected provisions of our bylaws and our amended and restated certificate of incorporation, as amended, which we collectively refer to as our "certificate of incorporation". This description is a summary only and is qualified in its entirety by our certificate of incorporation and bylaws, which are incorporated as exhibits to this amended registration statement. COMMON STOCK Our certificate of incorporation currently authorizes us to issue 210,000,000 shares of Class A Common Stock, 135,000,000 shares of Class B Common Stock, par value $0.33 per share, and 15,000,000 shares of preferred stock, par value $0.33 per share. Except with respect to voting and convertibility, shares of Class A Common Stock and shares of Class B Common Stock are identical in all respects. Holders of Class A Common Stock are entitled to one vote per share, while holders of Class B Common Stock are entitled to ten votes per share. VOTING. The holders of Class A Common Stock and Class B Common Stock vote together as a single class on all actions, except that the affirmative vote of the holders of a majority of outstanding shares of Class A Common Stock and Class B Common Stock voting separately as a class is required: - to approve any amendment to our certificate of incorporation that would alter or change the powers, preferences or special rights of such class in a way that adversely affects the holders of such class; and - to approve such other matters as may require a class vote under the Delaware General Corporation Law. DIVIDENDS AND OTHER DISTRIBUTIONS. Each share of common stock is equal in respect of dividends and other distributions in cash, stock or property, including distributions upon our liquidation or a sale of all or substantially all of our assets. However, in the case of dividends or other distributions payable on either class of common stock in shares of such stock, including distributions pursuant to stock splits or dividends, only Class A Common Stock will be distributed with respect to outstanding Class A Common Stock, and only Class B Common Stock will be distributed with respect to outstanding Class B Common Stock. Neither the Class A Common Stock nor the Class B Common Stock will be split, divided or combined unless each other class is proportionately split, divided or combined. We have never declared or paid cash dividends on our Class A Common Stock and we currently intend to retain any future earnings for use in developing and operating our businesses. Accordingly, we do not expect to pay cash dividends on the Class A Common Stock in the foreseeable future. -2- CONVERTIBILITY OF CLASS B COMMON STOCK INTO CLASS A COMMON STOCK. Cox Enterprises, Inc. holds all of the shares of Class B Common Stock currently outstanding. Shares of the Class B Common Stock are convertible at any time, or from time to time, at the Class B Common Stock holder's option, into Class A Common Stock on a share-for-share basis. RESTRICTIONS ON FOREIGN OWNERSHIP. Our certificate of incorporation restricts the ownership, voting and transfer of our capital stock, including Class A Common Stock and Class B Common Stock, in accordance with the Communications Act of 1934, as amended, and the rules of the Federal Communications Commission, to prohibit ownership of more than 25% of our outstanding capital stock (or more than 25% of the voting rights it represents) by or for the account of aliens or corporations otherwise subject to domination or control by aliens. Our certificate of incorporation also prohibits any transfer of our capital stock that would cause us to violate this prohibition. In addition, our certificate of incorporation authorizes our board of directors to adopt such provisions as it deems necessary to enforce these prohibitions, including the inclusion of a legend regarding restrictions on foreign ownership of our capital stock on the certificates representing such capital stock. The Class A Common Stock certificates contain a certification that must be executed by the transferee of any such certificate before transfers of the shares represented thereby may be made on our books. Such certification addresses whether such transferee, or any person or entity for whose account such shares will be held, is an alien. In addition, our certificate of incorporation provides that we reserve the right to refuse to honor any transfer of our capital stock which, in our judgment or the judgment of our transfer agent, would or might constitute a violation of the Communications Act of 1934, as amended, or the rules and regulations of the Federal Communications Commission. LIQUIDATION, DISSOLUTION OR WINDING UP. In the event of our liquidation, dissolution or winding up, whether voluntary or not, the holders of Class A Common Stock and Class B Common Stock shall be entitled to share ratably, according to their respective interests, in our assets which remain after payment, or provision for payment, of our debts and other liabilities and the preferential amounts due to the holders of any stock ranking prior to the common stock in the distribution of assets. TRANSFER AGENT AND REGISTRAR The transfer agent and registrar for our Class A Common Stock is First Union National Bank, N.A. -3- ITEM 2. EXHIBITS The following exhibits are incorporated by reference as indicated below.
Exhibit Number Description - ------- ----------- 3.1 -- Amended and Restated Certificate of Incorporation of Cox Radio, Inc. (Incorporated by reference to Exhibit 3.1 of Cox Radio, Inc.'s Registration Statement on Form S-1 (Commission File No. 333-08737)). 3.2 -- Certificate of Amendment of Certificate of Incorporation of Cox Radio, Inc. 3.3 -- Amended and Restated Bylaws of Cox Radio, Inc. (Incorporated by reference to Exhibit 3.2 of Cox Radio, Inc.'s Registration Statement on Form S-1 (Commission File No. 333-08737)). 4.1 -- Form of Specimen Class A Common Stock Certificate.
-4- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, Cox Radio, Inc. has duly caused this amended registration statement to be signed on its behalf by the undersigned, thereto duly authorized. COX RADIO, INC. By: /s/ Neil O. Johnston ---------------------------------------- Name: Neil O. Johnston Title: Vice President and Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer and duly authorized officer) Date: January 31, 2002 EX-3.2 3 g74299ex3-2.txt CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INC. Exhibit 3.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF COX RADIO, INC. COX RADIO, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY: FIRST: That, the Board of Directors of COX RADIO, INC. pursuant to Sections 141 and 242 of the General Corporation Law, duly adopted resolutions setting forth a proposed amendment to the Certificate of Incorporation of said Corporation, declaring said amendment to be advisable and submitting the proposed amendment to the stockholders of the Corporation for consideration thereof. The stockholders of the Corporation duly approved, pursuant to said Section 242, said proposed amendment at the annual meeting of the stockholders on May 11, 2000. The resolutions setting forth the amendment to the Certificate of Incorporation are as follows: RESOLVED, that, subject to stockholder approval, the Certificate of Incorporation of the Corporation be amended by filing the Certificate of Amendment such that subsection A of Article IV thereof shall be restated in its entirety to read as follows: "A. Authorized Shares. The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is three hundred sixty million (360,000,000) shares, of which (i) three hundred forty-five million (345,000,000) shares, of a par value of $0.33 per share, shall be Common Stock (the "Common Stock"), and (ii) fifteen million (15,000,000) shares of a par value of $0.33 per share, shall be Preferred Stock (the "Preferred Stock"). The Common Stock shall be divided into classes as follows: two hundred ten million (210,000,000) shares of Class A Common Stock ("Class A Stock") and one hundred thirty-five million (135,000,000) shares of Class B Common Stock ("Class B Stock")."; FURTHER RESOLVED, that, subject to stockholder approval, the Certificate of Incorporation of the Corporation be further amended upon the filing of the Certificate of Amendment such that the following paragraph be inserted as a new first paragraph to Article IV of the Certificate of Incorporation: "That, as of May 12, 2000 (the "Effective Date"), a three-for-one stock split of the Corporation's capital stock shall become effective, such that (i) each share of Class A Stock outstanding and held of record by each stockholder of the Corporation (including treasury shares) on the Effective Date shall represent three shares of Class A Stock from and after the Effective Date; and (ii) each share of Class B Stock outstanding and held of record by each stockholder of the Corporation (including treasury shares) on the Effective Date shall represent three shares of Class B Stock from and after the Effective Date."; FURTHER RESOLVED, that the foregoing amendments to the Certificate of Incorporation of the Corporation be submitted to the stockholders of the Corporation for their approval at the next annual meeting of stockholders and that the Board of Directors recommends that the stockholders of the Corporation vote in favor of such amendments; FURTHER RESOLVED, that the proper officers of the Corporation be, and they each (acting alone) hereby are, authorized to file the Certificate of Amendment with the Secretary of State of the State of Delaware promptly after the requisite stockholder approval has been obtained; and FURTHER RESOLVED, that the foregoing amendments to the Certificate of Incorporation of the Corporation, subject to approval by the stockholders of the Corporation, shall be effective upon the filing of the Certificate of Amendment, setting forth the foregoing amendments with the Secretary of State of the State of Delaware. SECOND: That said amendments were approved by the requisite vote of the stockholders of the Corporation at the annual meeting of stockholders of the Corporation. THIRD: That said amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. FOURTH: That the capital of said Corporation shall not be reduced under or by reason of said amendments. IN WITNESS WHEREOF, said COX RADIO, INC. has caused this certificate to be signed by Robert F. Neil, its President and Chief Executive Officer, and Andrew A. Merdek, its Secretary, this 12 day of May, 2000. By: /s/ Robert F. Neil ------------------------------- Robert F. Neil President and Chief Executive Officer ATTEST: /s/ Andrew A. Merdek -------------------------------- Andrew A. Merdek Secretary EX-4.1 4 g74299ex4-1.txt FORM OF SPECIMENT CLASS A COMMON STOCK CERTIFICATE EXHIBIT 4.1 [PICTURE OF PEOPLE STANDING AROUND A GLOBE] NUMBER SHARES CRD ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE [COX RADIO LOGO] CUSIP 224051 10 2 SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFICATE IS TRANSFERABLE IN CHARLOTTE, N.C. AND NEW YORK, N.Y. COX RADIO, INC. This is to Certify that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS A COMMON STOCK, PAR VALUE $0.33 PER SHARE, OF Cox Radio, Inc. issued under and subject to the Amended and Restated Certificate of Incorporation of the Corporation (a copy of which is on file at the office of the Transfer Agent of the Corporation), to all the terms and conditions of which the said owner by accepting this Certificate expressly assents and agrees to be bound. The shares represented by this Certificate are transferable, to the extent permitted by the Amended and Restated Certificate of Incorporation of the Corporation, on the books of the Corporation in person or by attorney duly authorized in writing upon surrender of this Certificate duly endorsed. This Certificates shall not be valid until countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. [SEAL OF COX RADIO, INC.] Dated: COUNTERSIGNED AND REGISTERED: FIRST UNION NATIONAL BANK (CHARLOTTE, N.C.) BY: TRANSFER AGENT AND REGISTRAR AUTHORIZED SIGNATURE /s/ Andrew Merdek /s/ Robert F. Neil - ------------------------ --------------------------- Secretary President and Chief Executive Officer (REVERSE SIDE OF STOCK CERTIFICATE) COX RADIO, INC. The Corporation will furnish to any stockholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class of stock authorized to be issued and of each series of preferred stock so far as the same have been fixed, and the authority of the Board to designate and fix the relative rights, preferences and limitations of other series of preferred stock. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT -- ____________ Custodian ____________ TEN ENT -- as tenants by the entireties (Cust) (Minor) JT TEN -- as joint tenants with right under Uniform Gifts to Minors of survivorship and not as Act________________________________ tenants in common (State)
Additional abbreviations may also be used though not in the above list. For value received, _________________________________________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Please print or typewrite name and address including postal zip code of assignee - ------------------------------------------------------------------------------- Shares - ------------------------------------------------------------------------ of the Class A Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint - ------------------------------------------------------------------------------- Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated, ------------------------- ------------------------------------------ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the Certificate, in every particular, without alteration or enlargement, or any change whatever. Signature Guaranteed: NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion program), pursuant to S.E.C. Rule 17 Ad-15. STATUTORY RESTRICTIONS - FEDERAL COMMUNICATIONS ACT. The Corporation and its subsidiaries and affiliates operate communications properties subject to the jurisdiction of the Federal Communications Commission under the Communications Act of 1934, as amended. Said Act and the rules and regulations of said Commission contain express restrictions on the transfer of stock of corporations subject thereto, particularly with respect to alien persons. The right is reserved to refuse to honor any transfer of the stock of the Corporation which, in the judgment of the Corporation or its Transfer Agent, would or might constitute a violation of said Act or rules and regulations. As used in this context, the word "alien" shall be construed to include the following: a person who is a citizen of a country other than the United States, any entity organized under the laws of a government other than the government of the United States or any state, territory or possession of the United States, a government other than the government of the United States or of any state, territory or possession of the United States, or a representative of, or an individual or entity controlled by, any of the foregoing. APPLICATION FOR TRANSFER OF SHARES The undersigned (the "Applicant") hereby makes application for the transfer to the name of the Applicant of the number of shares of stock represented by this Certificate and hereby certifies to the Corporation that: The Applicant is _____ is not _____ an alien. The Applicant will _____ will not _____ hold the shares applied for or any of them for or on behalf of an alien. The Applicant hereby agrees that on request of the Corporation, he will furnish proof in support of this certification. Date: ------------------------- ------------------------------------------ Signature of Applicant -----END PRIVACY-ENHANCED MESSAGE-----