-----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, VIiVP4VKYgdePDk1kFmX7JaVjSt+VbVSFXnvETFFOaImtCN8w77POPKuCoh2dUFU rrSKrBM3nsVJ53DVexyxyA== 0000771950-04-000053.txt : 20041012 0000771950-04-000053.hdr.sgml : 20041012 20041012172659 ACCESSION NUMBER: 0000771950-04-000053 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041012 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20041012 DATE AS OF CHANGE: 20041012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTWOOD ONE INC /DE/ CENTRAL INDEX KEY: 0000771950 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 953980449 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14691 FILM NUMBER: 041075670 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126412063 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: WESTWOOD ONE DELAWARE INC /CA/ DATE OF NAME CHANGE: 19860408 8-K 1 wwo8k100504a.txt WESTWOOD ONE'S FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) October 5, 2004 WESTWOOD ONE, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Delaware ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-13020 95-3980449 - ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 40 West 57th Street, 5th Floor, New York, NY 10019 - ------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) 212-641-2000 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 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 (see General Instruction A.2. below): |_| 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 1.01 Entry into a Material Definitive Agreement On October 5, 2004, Shane Coppola, Andrew Zaref, Charles Bortnick and Peter Kosann, each of whom are executive officers of Westwood One, Inc. (the "Company"), were granted options to purchase 175,000, 75,000, 75,000, and 75,000 shares of Common Stock, respectively, $0.01 par value per share, exercisable at a price of $ 20.50 per share pursuant to the Company's 1999 Stock Incentive Plan, as amended (the "Plan"). The options granted generally become exercisable in equal one-fifth increments on October 5, 2005, 2006, 2007, 2008, and 2009, and expire on October 5, 2014, subject to earlier exercise or termination as specified in the Stock Option Agreement and Plan. In addition, on October 5, 2004, the Compensation Committee (the "Committee") agreed to grant, on the date in February 2005 determined by the Committee as the date on which the Committee shall meet (the "2005 Option Date"), Shane Coppola, Andrew Zaref, Charles Bortnick and Peter Kosann, options to purchase 75,000, 50,000, 50,000, and 50,000 shares of Common Stock, respectively, exercisable at a price per share equal to the last sale price reported for the Common Stock on the New York Stock Exchange on the 2005 Option Date, or on the last date preceding such date on which a sale was reported, provided that each such individual must be an employee of the Company on the 2005 Option Date in order to receive such option grant. The options granted generally become exercisable in equal one-fifth increments annually one year after the 2005 Option Date for five years, and expire ten years from the 2005 Option Date, subject to earlier exercise or termination as specified in the Stock Option Agreement and Plan. A copy of a form of the Stock Option Agreement for the Plan is filed herewith as Exhibit 10.1, and a copy of the Plan is filed as Annex G to the Company's proxy statement dated August 20, 1999, filed with the Commission on August 25, 1999, and each is incorporated herein by reference. Item 5.02(d) Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On October 5, 2004, the Board of Directors of Westwood One, Inc. elected Leslie Moonves as a Class I Director to serve a term ending on the date of the annual meeting of stockholders of the Company in 2007. Mr. Moonves has not been named to serve on any committees of the Board. Mr. Moonves is the Co-President and Co-Chief Operating Officer of Viacom, Inc. Item 9.01 Financial Statements And Exhibits. (c) Exhibits The following is a list of exhibits filed as part of this Form 8-K: Exhibit No. Description of Document 10.1 Form of Stock Option Agreement under Company's 1999 Stock Incentive Plan 10.2 Westwood One Elects Leslie Moonves to Board of Directors Press Release SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 12, 2004 /S/ Andrew Zaref ---------------- ---------------------- Andrew Zaref Chief Financial Officer EX-10 3 wwo8kexhibit10.txt WESTWOOD ONE'S EXHIBIT 10.1 TO ITS FORM 8-K EXHIBIT 10.1 STOCK OPTION AGREEMENT This Agreement is dated as of (date) into by and between Westwood One, Inc. ("Westwood" or "Company") and (FirstName) (LastName) ("Participant"). Reference is made to the Company's 1999 Stock Incentive Plan, as amended (the "Plan"). Pursuant to the Plan, the Company grants a Non-Qualified Stock Option or an Incentive Stock Option to purchase shares of the Common Stock, $.01 par value per share, of the Company ("Common Stock") as set forth below. A summary is set forth in the attached Exhibit "A" which is incorporated by this reference. The parties agree to the following terms and conditions: 1. Definitions. Unless otherwise defined in this Agreement, terms used in this Agreement will have the meanings as set forth in the Plan. 2. Grant of Stock Option. The Company grants to Participant a Stock Option of the type set forth in Exhibit "A" to purchase all or part of (number) shares of Common Stock at the price of $ per share subject to the terms and conditions of the Plan. The number of shares subject to such Stock Option and the price per share are subject to adjustment in certain events as provided in the Plan. 3. Term of Stock Option. A. Unless otherwise terminated pursuant to this Agreement or the Plan, each Non-Qualified Stock Option will expire at such time as the Plan Administrator determines, as set forth in Exhibit "A". However, expiration will not occur later than ten years from the date of grant. B. Each Incentive Stock Option will expire at such time as the Plan Administrator determines as set forth in Exhibit "A", but not later than five years from the date of grant or the Participant's Normal Retirement Date, if earlier. 4. Exercisability of Stock Option. After completion of any required period of employment or association, the Stock Option may be exercised, in whole or in part, at any time or from time to time during the balance of the term of the Stock Option pursuant to the exercisability schedule set forth in Exhibit "A", subject to Paragraph 11 hereof. The minimum number of shares of Common Stock for which this Stock Option may be exercisable at any one time is one hundred (100), unless the number of shares exercisable thereunder is less than one hundred (100). The Stock Option may only be exercised by the Participant (or by his or her guardian or legal representative), except as provided in Subparagraph 6.A. hereof in the case of the Participant's death. 5. Manner of Exercise. This Stock Option may be exercised in whole or in part, by delivering to the Company a Notice of Exercise identical to Exhibit "B" attached to this Agreement stating the number of shares with respect to which the Stock Option is being exercised. The Company will have no obligation upon exercise of any Stock Option, until payment has been received by the Company for all sums due with respect to such exercise, including the Participant's federal and state income taxes. Shares of Common Stock purchased upon the exercise of this Stock Option must be paid for in full by one or a combination of the following methods: I) by certified or cashier's check payable to the order of the Company, or ii) in shares of Common Stock which have been held by Participant for a period of at least six (6) calendar months preceding the date of surrender and which have a Fair Market Value equal to the Exercise Price, or in a combination of shares and a certified or cashier's check payable to the order of the Company and such shares. 6. Termination of Service. A. Except as provided in this Paragraph 6, no Stock Option may be exercised unless the Participant is then a Director or employee of the Company or any Parent or Subsidiary, or rendering services as a consultant to the Company or any Parent or Subsidiary, and has remained continuously so employed since the Date of Grant. If the employment or services of a Participant are terminated other than by reason of death or disability ( a "Special Terminating Event"), all Stock Options previously granted to the Rights holder which are exercisable at the time of such termination may be exercised for the period ending three (3) months after such termination, or such shorter period as may be provided in Exhibit "A". However, the Stock Option may not be exercised following the date of its expiration. Nothing in this Stock Option Agreement confers upon an employee any right to continue in the employ of the Company or any Parent or Subsidiary. B. If a Special Terminating Event occurs, all Stock Options previously granted to the Participant which are exercisable at the time that such event occurs may, unless earlier terminated in accordance with their terms, be exercised by the Participant or by his or her estate or by a person who acquired the right to exercise such Stock Option by bequest or inheritance or otherwise by reason of the death or disability of the Participant, at any time within one (1) year after the date of the Special Terminating Event. 7. Assignment or Transfer. This Stock Option is not: (I) assignable or subject to any encumbrance, pledge or charge of any nature, whether by operation of law or otherwise; (ii) subject to execution, attachment or any legal or quasi-legal process similar to execution or attachment; or (iii) transferable other than by (x) will or by the laws of descent and distribution, or (y) pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended or Title I of ERISA, or rules thereunder. 8. No Rights as Shareholder. The Participant, and any beneficiary or other person claiming under or through him or her, will not have any right, title or interest in or to any shares of Common Stock allocated or reserved for the Plan or subject to this Stock Option except as to such shares of Common Stock, if any, as have been previously sold, issued or transferred to him or her. 9. Modification and Termination. The rights of the Participant are subject to modification and termination in certain events as provided in the Plan. The Participant acknowledges receipt of a copy of the Plan by signing and returning a copy of this Agreement to the Company. However, no amendment or discontinuance of the Plan will adversely affect this Stock Option, except with the consent of the Participant. No modification of this Agreement may be made other than in a writing signed by the Company and the Participant. 10. Investment Representation. An investment representation is required in the event Company does not have in effect, at the time this Stock Option is exercised, a prospectus and a registration statement relating to the shares issuable upon exercise of this Stock Option pursuant to the requirements of the Securities Act of 1934, as amended and the Securities laws of the Participant's state of residence. In such event, Participant hereby represents and agrees that Participant will acquire the shares upon exercise of this Stock Option for investment and not with a view to sale or resale and will comply with all applicable laws with regard to resale, including, but not limited to, Rule 144(d) promulgated by the United States Securities and Exchange Commission. If the Participant is a California resident, Participant also agrees to comply with the requirements of the California Corporate Securities Law of 1968. 11. Six (6) Month Holding Period. A Participant is prohibited from selling or otherwise disposing of shares of Common Stock received upon the exercise of this Stock Option within six (6) months from the date the Stock Option is granted. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. WESTWOOD ONE, INC. PARTICIPANT By: By: -------------------------- --------------------------- (Signature) (Signature) Name: Name: ---------------------------- --------------------------- (Type or print) (Type or print) Title: Title: ---------------------------- --------------------------- Date: Date: ---------------------------- --------------------------- THE UNDERSIGNED HEREBY ACKNOWLEDGES THAT HE OR SHE HAS RECEIVED A COPY OF THE PLAN. By: ----------------------------- Participant Date: ----------------------------- EXHIBIT "A" 1. Participant: (FirstName)(Last Name) --------------------------------- 2. No. of shares of Common Stock (number) subject to the Stock Option Granted: --------------------------------- 3: Exercise Price: --------------------------------- 4. Type of Option Granted Non-Qualified (Incentive/Non-Qualified): --------------------------------- 5. Date of Grant: --------------------------------- 6. Minimum Period of Employment Prior to Exercise (if immediately exercisable, One (1) year from date of grant insert "none"): --------------------------------- 7. Exercisability Schedule: 20% per year from date of grant --------------------------------- 8. Expiration Date: --------------------------------- EXHIBIT "B" NOTICE OF EXERCISE (To be signed only upon exercise of the Option) TO: Westwood One, Inc. ("Westwood" or "Company") The undersigned, the holder of a Stock Option to purchase shares of the Company's Common Stock pursuant to the enclosed Stock Option Agreement dated , hereby irrevocably elects to exercise the purchase rights represented by the Stock Option and to purchase thereunder ______________*shares of Common Stock and herewith encloses a certified or cashier's check in the amount of $ and/or shares of the Company's Common Stock in full payment of the exercise price and all federal and state income taxes required to be paid in connection with the purchase of such shares. Dated: , ---------------------- By: ---------------------------------------- (Signature must conform in all respects to name of holder as specified on the face of the Option). Name: --------------------------------------- (Print or Type) --------------------------------------- --------------------------------------- (Address) --------------------------------------- (Social Security Number) EX-10 4 wwo8kexhibit102.txt WESTWOOD ONE'S EXHIBIT 10.2 TO ITS FORM 8-K EXHIBIT 10.2 FOR IMMEDIATE RELEASE WESTWOOD ONE ELECTS LESLIE MOONVES TO BOARD OF DIRECTORS New York, NY - October 12, 2004-- Westwood One (NYSE: WON) announced today the election of Co-President and Co-Chief Operating Officer of Viacom, and CBS Chairman, Leslie Moonves to its Board of Directors. "We are thrilled to have someone of Les Moonves' talent on Westwood One's Board of Directors," said Shane Coppola, President and CEO, Westwood One. "His achievements with CBS television have set a new standard in that industry and we look forward to Les bringing that same vision into ours." "I am very pleased to join Westwood One's Board of Directors," said Leslie Moonves. "With their peerless roster of high-profile talent and programming, Westwood One truly is the network radio industry leader. I am looking forward to working closely with the other board members and further strengthening the company's relationship with Infinity Broadcasting." Leslie Moonves was named Co-President and Co-Chief Operating Officer of Viacom in June 2004, overseeing all of Viacom's domestic and international broadcast television operations, its radio division and its outdoor advertising operations. In addition, Moonves continues to serve as Chairman of CBS. He was promoted to Chairman and CEO of CBS in 2003, and prior to that, was President and Chief Executive Officer, CBS Television, a position he was elevated to in April 1998. He joined CBS in July 1995 as President, CBS Entertainment. Under Moonves' leadership, CBS has been the top-rated network in three of the past five seasons and its primetime lineup has become the most profitable of all the broadcast networks. In March 2003, Moonves was honored by the International Radio and Television Society as the recipient of the Gold Medal Award, one of most prestigious honors in media and entertainment. Since joining CBS, Moonves has also been named Variety's Showman of the Year and Entertainment Weekly's Most Powerful Man in Hollywood and received the Casting Society of America's Career Achievement Award. Westwood One (NYSE: WON) provides over 150 news, sports, music, talk, entertainment programs, features, live events and 24/7 Formats. Through its subsidiaries, Metro Networks/Shadow Broadcast Services, Westwood One provides local content to the radio and TV industries including news, sports, weather, traffic, video news services and other information. SmartRoute Systems manages traffic information centers for state and local departments of transportation, and markets traffic and travel content to wireless, Internet, in-vehicle navigation systems and voice portal customers. Westwood One serves more than 7,700 radio stations. Westwood One is managed by Infinity Broadcasting Corporation. For more information visit www.westwoodone.com. ### Contacts: Peter Sessa Westwood One 212.641.2053 peter_sessa@westwoodone.com Gil Schwartz CBS 212.975.2121 gdschwartz@cbs.com -----END PRIVACY-ENHANCED MESSAGE-----