8-K 1 d8k.htm CURRENT REPORT Current Report

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 3, 2008

Cox Radio, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   1-12187   58-1620022

(State or other

jurisdiction of

incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

6205 Peachtree Dunwoody Road

Atlanta, Georgia

  30328
(Address of principal executive offices)   (Zip Code)

(678) 645-0000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02 Results of Operations and Financial Condition.

On March 5, 2008, Cox Radio, Inc. issued a press release announcing its financial results for the three-month and twelve-month periods ended December 31, 2007, and a copy of this press release is being furnished as an exhibit to this report. The press release contains disclosure of station operating income, station operating income margin and free cash flow, each of which is not a measure of financial performance or liquidity calculated in accordance with accounting principles generally accepted in the United States (GAAP). Page 8 of the press release contains disclosure regarding why management believes the presentation of these non-GAAP measures provides useful information to investors and, to the extent material, management’s uses for such measures. Page 9 of the press release contains:

 

   

a tabular reconciliation of operating income, from Cox Radio’s financial statements presented in accordance with GAAP, to station operating income, a non-GAAP financial measure; and

 

   

a tabular reconciliation of net income, from Cox Radio’s financial statements presented in accordance with GAAP, to free cash flow, a non-GAAP financial measure.

The information required to be furnished pursuant to Item 2.02 and Exhibit 99.1 of this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liability of that section, except if Cox Radio specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 8.01 Other Events.

As of March 3, 2008, the Executive Committee of Cox Radio’s Board of Directors authorized a new $100 million share repurchase program. The amount and timing of repurchases is to be determined by company’s management and repurchased shares will be held in treasury. This new program has no expiration date, and we may commence, suspend or terminate repurchases at any time without prior notice. We do not intend to make purchases under this new program until repurchases under the current program are complete.

Cox Radio announced this share repurchase program in the press release described above, a copy of which is included as Exhibit 99.1 with this report.

 

Item 9.01 Financial Statements and Exhibits.

 

  (a) Not applicable.

 

  (b) Not applicable.

 

  (c) Not applicable.

 

  (d) Exhibits:

 

  99.1 Press Release dated March 5, 2008.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    COX RADIO, INC.

Date: March 5, 2008

    By:   /s/ Neil O. Johnston
     

Name: Neil O. Johnston

Title:   Vice President and

            Chief Financial Officer