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: August 18, 2008 (Date
of earliest event reported)
Commission
File No.:
0-25969
RADIO
ONE, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of
incorporation
or organization)
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52-1166660
(I.R.S.
Employer Identification No.)
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5900
Princess Garden Parkway,
7th
Floor
Lanham,
Maryland 20706
(Address
of principal executive offices)
(301) 306-1111
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:
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o
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Written
communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing
On
August
21, 2008, Radio One, Inc.
announced
that it has filed an application to transfer the listing of the Company's Class
A Shares from The NASDAQ Global Market to The NASDAQ Capital Market. The
Company filed the application on August 18, 2008. The Company expects to receive
NASDAQ 's approval decision within the upcoming weeks and expects to maintain
its current NASDAQ Global Market status pending approval of the transfer
application. The Company believes it is eligible to transfer to The NASDAQ
Capital Market, although there can be no assurance that the transfer will be
approved.
As
previously announced on May 21, 2008, the Company received a letter from The
NASDAQ Stock Market notifying the Company that for the prior 30 consecutive
trading days, the Company's Class A Shares had not maintained a minimum market
value of publicly held shares of $5,000,000 as required for continued inclusion
by Marketplace Rules. The notification did not and does not affect the Class
D
Shares which represent over 96 percent of the Company's outstanding public
float.
In
accordance with Marketplace Rules, the Company was provided 90 calendar days,
or
until August 19, 2008, to regain compliance with respect to the Class A Shares.
The Company was not able to demonstrate compliance by August 19, 2008. The
Company expects to maintain its current NASDAQ Global Market status pending
approval of the transfer application. The Company's Class A Shares
maintain their right to convert into Class D Shares.
Forward-Looking
Statements
Certain
statements in this Current Report on Form 8-K constitute forward-looking
statements that involve a number of known and unknown risks, uncertainties
and
other factors that may cause such forward-looking statements not to be realized.
Factors that could cause actual results to differ materially from the
forward-looking statements include changes to the listing standards, policies
and procedures of the Nasdaq National Market, fluctuations in the Company's
general financial and operating results, changes in the Company's liquidity
and
capital resources, declines in the market price of the Company's common stock,
changes in the capital markets, competition, and general and industry-specific
economic conditions. For more information about these and other risks that
could
affect the forward-looking statements herein, please see the Company's, annual
report on Form 10-K for the year ended December 31, 2007 and other filings
made
with the Securities and Exchange Commission. The Company expressly disclaims
any
obligation to release publicly any updates or revisions to any forward-looking
statements to reflect any changes in expectations, or any change in events
or
circumstances on which those statements are based, unless otherwise required
by
law.
ITEM
9.01.
Financial Statements
and
Exhibits.
(c) Exhibits
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Exhibit
Number
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Description
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99.1
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Press
release dated August 21: Radio One, Inc. Files
Application
to Transfer Class A Shares to the NASDAQ Capital
Market
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SIGNATURE
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 thereunto
duly authorized.
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RADIO
ONE, INC.
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||||||||||
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/s/
Peter D. Thompson
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|||||||||
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August
22, 2008
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Peter D. Thompson
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|||||||||
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Chief Financial Officer
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||||||||||
August
21, 2008
Radio
One, Inc. Files Application to
Transfer Class A Shares to the NASDAQ Capital Market
Radio
One, Inc. (NASDAQ: ROIAK and ROIA) today announced that it has filed an
application to transfer the listing of the Company's Class A Shares from The
NASDAQ Global Market to The NASDAQ Capital Market. The Company filed the
application on August 18, 2008. The Company expects to receive NASDAQ’s approval
decision within the upcoming weeks and expects to maintain its current NASDAQ
Global Market status pending approval of the transfer application. The Company
believes it is eligible to transfer to The NASDAQ Capital Market, although
there
can be no assurance that the transfer will be approved.
As
previously announced on May 21, 2008, the Company received a letter from The
NASDAQ Stock Market notifying the Company that for the prior 30 consecutive
trading days, the Company's Class A Shares had not maintained a minimum market
value of publicly held shares of $5,000,000 as required for continued inclusion
by Marketplace Rules. The notification did not and does not affect the Class
D
Shares which represent over 96 percent of the Company's outstanding public
float.
In
accordance with Marketplace Rules, the Company was provided 90 calendar days,
or
until August 19, 2008, to regain compliance with respect to the Class A Shares.
The Company was not able to demonstrate compliance by August 19, 2008. The
Company expects to maintain its current NASDAQ Global Market status pending
approval of the transfer application. The Company's Class A Shares
maintain their right to convert into Class D Shares.
Radio
One, Inc. (www.radio-one.com) is one of the nation's largest radio broadcasting
companies and the largest radio broadcasting company that primarily targets
African-American and urban listeners. Radio One owns 53 radio stations located
in 16 urban markets in the United States. Additionally, Radio One owns Magazine
One, Inc. (d/b/a Giant Magazine) (www.giantmag.com), interests in TV One, LLC
(www.tvoneonline.com), a cable/satellite network programming primarily to
African-Americans, Reach Media, Inc. (www.blackamericaweb.com), owner of the
Tom
Joyner Morning Show and other businesses associated with Tom Joyner, and
Community Connect Inc. (www.communityconnect.com), an online social networking
company, which operates a number of branded websites, including BlackPlanet,
MiGente, and Asian Avenue.
Cautionary
Note Regarding Forward-Looking Statements
This
press release includes forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act
of 1934. Forward-looking statements represent management's current expectations
and are based upon information available to Radio One at the time of this
release. These forward-looking statements involve known and unknown risks,
uncertainties and other factors, some of which are beyond Radio One's control,
that may cause the actual results to differ materially from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Radio One does not undertake any obligation to update any
forward-looking statements.