-----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, Gtru8jKznVmzkd+aDRV7nCH7n2LM2l57utd3SNgchGUN8bS57txqecYAKSX/GCeu 0s4cciFQlbhs9BoAcoA3qA== 0001010192-02-000008.txt : 20020414 0001010192-02-000008.hdr.sgml : 20020414 ACCESSION NUMBER: 0001010192-02-000008 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020125 EFFECTIVENESS DATE: 20020125 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: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-13281 FILM NUMBER: 02517079 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 S-8 POS 1 coxltip.txt COX S-8 FOR LTIP As filed with the Securities and Exchange Commission on January 25, 2002 Registration No. 333-13281 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cox Radio, Inc. (Exact name of registrant as specified in its charter) Delaware 58-16220022 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization 1400 Lake Hearn Drive 30319 Atlanta, Georgia (Zip Code) (Address of Principal Executive Offices) COX RADIO, INC. LONG-TERM INCENTIVE PLAN (Full title of plan) DOW, LOHNES & ALBERTSON, PLLC Counsel 1200 New Hampshire Avenue, N.W. Suite 800 Washington, D.C. 20036 (Name and Address of agent for service) Telephone number of agent for service: (202) 776-2000 CALCULATION OF REGISTRATION FEE
- ------------------------ --------------------- --------------------- ---------------------- ----------------- Title Of Security Amount Being Proposed Maximum Proposed Maximum Amount of Being Registered Registered* Offering Price Per Aggregate Offering Registration Fee Share (**) Price (**) - ------------------------ --------------------- --------------------- ---------------------- ----------------- - ------------------------ --------------------- --------------------- ---------------------- ----------------- Class A Common Stock, 6,000,000 $22.12 $132,720,000 $12,210 $.33 Par Value - ------------------------ --------------------- --------------------- ---------------------- -----------------
(*) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers an indeterminate number of additional shares which may be offered and issued in accordance with the Plan terms to prevent dilution from stock splits, stock dividends or similar transactions. (**) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) under the Securities Act of 1933. STATEMENT UNDER GENERAL INSTRUCTION E REGISTRATION OF ADDITIONAL SECURITIES This Registration Statement on Form S-8 (the "Registration Statement") is being filed pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the "Securities Act") to register additional shares of the registrant's common stock issuable pursuant to the Cox Radio, Inc. Long-Term Incentive Plan (the "LTIP"). Unless otherwise noted herein, this Registration Statement incorporates by reference the contents of the registrant's registration statement relating to the LTIP on Form S-8 (File No. 33-13281), and all exhibits thereto, which was previously filed with the Securities and Exchange Commission on October 2, 1996. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 5. Interests of Named Experts and Counsel Certain attorneys of Dow, Lohnes & Albertson, PLLC own shares of the Company's Class A Common Stock totaling less than one percent of the outstanding shares of the Company's Class A Common Stock. Item 8. Exhibits
Exhibit Number Description of Exhibit Page - -------------- ---------------------- ---- 5 Opinion of Dow, Lohnes & Albertson, PLLC 4 23.1 Consent of Deloitte & Touche LLP 6 23.2 Consent of Dow, Lohnes & Albertson (contained in their opinion in Exhibit 5) 4
-2- SIGNATURES Pursuant to the requirements of the Securities Act, 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 City of Atlanta, State of Georgia on the 27th day of December, 2001. COX RADIO, INC. By: /s/ Robert F. Neil ------------------ Robert F. Neil President and Chief Executive Officer Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed by the following persons in the capacities and on the dates indicated.
Signature Capacity Date --------- -------- ---- /s/ James C. Kennedy Director and December 27, 2001 - --------------------- Chairman of the Board James C. Kennedy /s/ David E. Easterly Director December 27, 2001 - -------------------- David E. Easterly /s/ Robert F. Neil President, Chief December 27, 2001 - ------------------ Executive Officer and Robert F. Neil Director (principal executive officer) /s/ Neil O. Johnston Vice President and Chief December 27, 2001 - -------------------- Financial Officer (principal Neil O. Johnston financial officer and principal accounting officer) /s/ Marc W. Morgan Director December 27, 2001 - ------------------ Marc W. Morgan /s/ Nicholas D. Trigony Director December 27, 2001 - ----------------------- Nicholas D. Trigony /s/ Paul M. Hughes Director December 27, 2001 - ------------------ Paul M. Hughes
-3- Exhibit 5 [Firm Letterhead Appears Here] January 22, 2002 Cox Radio, Inc. 1400 Lake Hearn Drive Atlanta, Georgia 30319 Re: Registration Statement of Form S-8 We have acted as special counsel for Cox Radio, Inc., a Delaware corporation ("Cox"), in connection with the preparation of the Registration Statement on Form S-8 (the "Registration Statement") pertaining to 6,000,000 shares (the "Shares") of Class A Common Stock, $.33 par value per share, being issued by Cox pursuant to the Cox Radio, Inc. Long-Term Incentive Plan (the "Plan"). In preparing this opinion we have reviewed (a) the Registration Statement; (b) Cox's Amended Certificate of Incorporation and Bylaws; (c) the Plan; and (d) certain records of Cox's corporate proceedings as reflected in its minute and stock books. As to matters of fact relevant to our opinion, we have relied upon oral representations of officers of Cox without further investigation. With respect to the foregoing documents, we have assumed: (i) the authenticity of all documents submitted to us as originals, the conformity with authentic original documents of all documents submitted to us as copies or forms, the genuineness of all signatures and the legal capacity of natural persons, and (ii) that the foregoing documents, in the forms thereof submitted for our review, have not been altered, amended or repealed in any respect material to our opinion as stated herein. We have not reviewed any documents other than the documents listed above for purposes of rendering our opinion as expressed herein, and we assume that there exists no provision of any such other document that bears upon or is inconsistent with our opinion as expressed herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we assume to be true, complete and accurate in all material respects. Our opinion is limited to matters arising under the General Corporation Law of the State of Delaware, insofar as such laws apply, and we express no opinion as to conflicts of law rules, or the laws of any states or jurisdictions, including federal laws regulating securities or other federal laws, or the rules and regulations of stock exchanges or any other regulatory body. Based upon and subject to the foregoing and any other qualifications stated herein, we are of the opinion that the Shares, when and to the extent issued and paid for pursuant to the provisions of the Plan, will be validly issued, fully paid and non-assessable. -4- Cox Radio, Inc. January 22, 2002 Page Two We hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement and to all references to our firm in the Registration Statement, provided, however, that in giving such consent we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the Rules and Regulations of the Commission thereunder. Except as provided for hereinabove, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other person or entity for any purpose. Very truly yours, DOW, LOHNES & ALBERTSON, PLLC By: /s/ Richard P. McHugh --------------------- Richard P. McHugh Member -5- Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 333-31281 of Cox Radio, Inc. on Form S-8 of our report dated February 8, 2001, appearing in the Annual Report on Form 10-K of Cox Radio, Inc. for the year ended December 31, 2000. /s/ DELOITTE & TOUCHE LLP - ------------------------ Deloitte & Touche LLP Atlanta, Georgia January 22, 2002 -6- -----END PRIVACY-ENHANCED MESSAGE-----