As filed with the Securities and Exchange Commission on June 11, 2001 Registration No. 333-______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________ RADIO ONE, INC. (exact name of registrant as specified in its charter) Delaware 52-1166660 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5900 PRINCESS GARDEN PARKWAY, 8TH FLOOR LANHAM, MD 20706 (Name, address, including zip code, and telephone number, including area code, of registrant's principal executive offices) _____________ 1999 Stock Option and Restricted Stock Grant Plan (Full title of the plan) _____________ ALFRED C. LIGGINS, III CHIEF EXECUTIVE OFFICER 5900 PRINCESS GARDEN PARKWAY, 8TH FLOOR LANHAM, MD 20706 (301) 306-1111 (Name, address, and telephone number of agent for service) PLEASE ADDRESS COPIES OF ALL COMMUNICATIONS TO: - -------------------------------------------------------------------------------- NORMA M. SHARARA JAMES J. BARNES SILVERSTEIN AND MULLENS BUCHANAN INGERSOLL A DIVISION OF BUCHANAN INGERSOLL PROFESSIONAL CORPORATION PROFESSIONAL CORPORATION ONE OXFORD CENTRE, 20TH FLOOR, 1776 K STREET, N.W., SUITE 800 301 GRANT STREET WASHINGTON, D.C. 20006 PITTSBURGH, PENNSYLVANIA 15219 (202) 452-7900 (412) 562-8800 - -------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE ==================================================================================================================================== Title of Each Class of Amount to be Proposed Maximum Per Share Proposed Maximum Aggregate Amount of Registration Securities to be Registered Registered Offering Price (1) Offering Price (1) Fee - ------------------------------------------------------------------------------------------------------------------------------------ Class D common stock, 1,000,000 $18.33 $18,330,000 $4,583 $.001 par value per share (2) - ------------------------------------------------------------------------------------------------------------------------------------ (1) The offering price per share and aggregate offering price have been estimated, solely for the purposes of determining the registration fee, pursuant to Rule 457(c) on the basis of the high and low prices of Radio One, Inc.'s Class D common stock, $.001 par value per share, reported on the Nasdaq National Market on June 4, 2001. (2) Reported under the symbol "ROIAK" on the Nasdaq National Market.
INCORPORATION OF PRIOR REGISTRATION STATEMENTS BY REFERENCE Radio One, Inc. (the "Corporation"), hereby incorporates by reference into this Registration Statement the information contained in the Corporation's earlier Registration Statement on Form S-8 (File No. 333-42342) relating to the Corporation's 1999 Stock Option and Restricted Stock Grant Plan and amendments thereto. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Radio One, Inc. 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 Lanham, State of Maryland, on May 30, 2001. RADIO ONE, INC. By: /s/ Scott R. Royster --------------------------------------------- Scott R. Royster Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on May 30, 2001. By: /s/ Alfred C. Liggins, III --------------------------------------------- Alfred C. Liggins, III President and Chief Executive Officer, Director (Principal Executive Officer) By: /s/ Catherine L. Hughes --------------------------------------------- Catherine L. Hughes Chairperson of the Board of Directors By: /s/ Brian W. McNeill --------------------------------------------- Brian W. McNeill Director By: /s/ Terry L. Jones --------------------------------------------- Terry L. Jones Director By: /s/ Larry D. Marcus --------------------------------------------- Larry D. Marcus Director
By:_____________________________________________ L. Ross Love Director By:_____________________________________________ D. Geoffrey Armstrong Director
INDEX TO EXHIBITS ----------------- Exhibit 4.1 Radio One, Inc. 1999 Stock Option and Restricted Stock Grant Plan (incorporated by reference to Radio One's registration statement on Form S-8 (File No. 333-78123) filed on May 7, 1999). Exhibit 4.2 Amendment No. 1. to the Radio One, Inc. 1999 Stock Option and Restricted Stock Grant Plan (incorporated by reference to Radio One's post-effective Amendment No. 1 to its registration statement on Form S-8 (File No. 333-78123) filed on July 27, 2000). Exhibit 4.3 Amendment No. 2 to Radio One, Inc. 1999 Stock Option and Restricted Stock Grant Plan (incorporated by reference to Radio One's registration statement on Form S-8 (File No. 333-42342) filed on July 27, 2000). Exhibit 5.1 Opinion of Buchanan Ingersoll Professional Corporation, filed herewith. Exhibit 23.1 Consent of Buchanan Ingersoll Professional Corporation (included in the opinion filed as Exhibit 5.1). Exhibit 23.2 Consent of Arthur Andersen, LLP, filed herewith.
EXHIBIT 5.1 Buchanan Ingersoll Professional Corporation June 11, 2001 Board of Directors Radio One, Inc. 5900 Princess Garden Parkway, 8th Floor Lanham, Maryland 20706 RE: RADIO ONE, INC. REGISTRATION STATEMENT ON FORM S-8. Ladies and Gentlemen: We have acted as counsel to Radio One, Inc., a Delaware corporation ("Radio One"), in connection with its registration statement on Form S-8 (the "Registration Statement"), filed under the Securities Act of 1933, as amended, relating to the registration of 1,000,000 additional shares of its Class D common stock, par value $.001 (the "Shares"), issuable pursuant to the 1999 Stock Option and Restricted Stock Grant Plan, as amended (the "Plan"). In that connection, we have examined such documents, corporate records and other instruments as we have deemed necessary or appropriate for purposes of this opinion, including the Amended and Restated Certificate of Incorporation of Radio One and the Amended and Restated Bylaws of Radio One. In the examination of such documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to those original documents of all documents submitted to us as certified or photostatic copies. Based upon the foregoing, we are of the opinion that when the Registration Statement shall have become effective and when the Shares have been duly issued and delivered pursuant to the terms of the Plan, such Shares will be validly issued, fully paid and non-assessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. BUCHANAN INGERSOLL PROFESSIONAL CORPORATION By: /s/ James J. Barnes ------------------------- One Oxford Centre 301 Grant Street, 20th Floor Pittsburgh, PA 15219-1410 (412) 562-8800
EXHIBIT 23.2 ------------ ACCOUNTANT'S CONSENT As independent public accountants, we hereby consent to the incorporation by reference of our report and all references to our firm included in or made a part of this Form S-8 registration statement. /s/ Arthur Andersen, LLP Baltimore, Maryland June 11, 2001