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: December 8, 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
5.02.
Departure of Directors or Principal Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
On December 8, 2008, Radio One, Inc. (the “Company”) executed an amendment
(the “Thompson Amendment”) to the employment agreement of Peter D. Thompson, the
Company’s Chief Financial Officer. On December 9, 2008, the Company also
executed an amendment (the “Mayo Amendment”) to the employment agreement of
Barry A. Mayo, the Company’s President, Radio Division. The Thompson
Amendment and the Mayo Amendment are hereinafter collectively referred to as
the
Amendments. The Amendments have been made to ensure that Mr.
Thompson’s and Mr. Mayo’s employment agreements comply with Internal Revenue
Code Section 409A and implementing regulations (the “409A Rules”) in
connection with the December 31, 2008 compliance deadline.
Amendments
Pursuant
to the Amendments, the Company and Mr. Thompson and Mr. Mayo, respectively,
agreed that any payments which may become due to Mr. Thompson and/or Mr. Mayo
in
connection with their termination of employment and which may be subject to
the
409A Rules, will be delayed for a six-month period as necessary to enable such
payments to be made without incurring excise taxes and/or penalties under the
409A Rules. The Amendments also make certain other revisions to
ensure administrative compliance with the 409A Rules.
Copies
of the Amendments are attached to this report on Form 8-K as Exhibits 10.1
and
10.2 and the foregoing summary of their material terms are qualified in their
entirety by reference to the actual terms of the Amendments.
Statements
in this Form 8K which are other than historical facts are intended to be
“forward-looking statements” within the meaning of the Securities Exchange Act
of 1934, the Private Securities Litigation Reform Act of 1995 and other related
laws. While the Company believes such statements are reasonable, the
actual results and effects could differ materially from those currently
anticipated. In providing forward-looking statements, the Company is not
undertaking any duty or obligation to update these statements publicly as a
result of new information, future events or otherwise.
ITEM
9.01.
Financial Statements
and
Exhibits
(c) Exhibits
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Exhibit
Number
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Description
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10.1
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Employment
Agreement Amendment and Modification dated as of October 7, 2008
between
Radio One, Inc. and Peter D. Thompson
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10.2
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Employment
Agreement Amendment and Modification dated as of October 7, 2008
between
Radio One, Inc. and Barry A. Mayo
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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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/s/
Peter D. Thompson
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December
12, 2008
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Peter
D. Thompson
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Executive
Vice President and Chief Financial Officer
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EMPLOYMENT
AGREEMENT AMENDMENT AND MODIFICATION
Radio
One, Inc. (“Company”), a Delaware corporation having its principal place of
business at 5900 Princess Garden Parkway, Lanham, Maryland, and Peter D.
Thompson (“Employee”), an individual residing at 2701 Calvert Street,
Apartment 825, Washington, D.C., hereby agree to amend and modify that certain
Employment Agreement (“Agreement”) made and entered into as of the 31st
day of
March, 2008, as follows:
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1.
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Amendment
to Section
10. Section 10 of the Agreement hereby is amended by adding
the
following subsections (f) and (g)
thereto:
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10.
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Termination.
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*
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*
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*
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(f)
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To
the extent any severance payments due Employee pursuant to
subsection (b) hereof shall be treated as deferred compensation under
Section 409A
of the United States Internal Revenue Code of 1986, as amended, and
the
Treasury Regulations (including proposed regulations) and guidance
promulgated thereunder (collectively, “Code Section 409A”), payment
of such amount shall be delayed until the first day of the seventh
month
following the date of Employee’s termination, but only to the extent that
such delay is necessary in order to avoid penalties under Code
Section 409A with respect to payments to a Specified Employee, as
defined in Treasury Regulations Section 1.409A-1(i) upon Separation
from
Service, as defined in Treasury Regulations Section 1.409A-1(h).
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(g)
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As
used in this Section 10, the term “Employee’s termination” shall mean a
“Separation from Service” as defined in Code
Section 409A.
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Except
as expressly set forth herein, all other terms and conditions of the Agreement
shall remain as set forth therein.
IN
WITNESS WHEREOF, the parties have executed this Employment Agreement Amendment
and Modification to be effective as of the 7th
day of
October, 2008.
RADIO
ONE,
INC. PETER
D. THOMPSON
By:
Signature:
Linda
J. Vilardo
Peter
D.
Thompson
Title: Vice
President
Address:
2701 Calvert Street
Apartment
825
Washington,
D.C. 20001
Date:
Decemebr 08,
2008
Date: December
08, 2008
EMPLOYMENT
AGREEMENT AMENDMENT AND MODIFICATION
Radio
One, Inc. (“Company”), a Delaware corporation having its principal place of
business at 5900 Princess Garden Parkway, Lanham, Maryland, and Barry A.
Mayo (“Employee”), an individual residing at 300 Massachusetts Avenue, NW,
Washington, D.C., hereby agree to amend and modify that certain Employment
Agreement (“Agreement”) made and entered into as of the 6th day
of August, 2007, as follows:
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1.
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Amendment
to Section
5. Section 5 of the Agreement hereby is amended by adding the
following subsection (d) thereto:
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5.
Compensation.
*
*
*
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(d)
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Bonus
Payment
Schedule. Any bonus payments due Employee pursuant to
subsection (b) hereof shall be made to Employee as a cash lump sum no
later than the end of the quarter following the quarter during which
the
bonus was earned. Any bonus payments due Employee pursuant to
subsection (c) hereof shall be made to Employee as a cash lump sum
no
later than March 15th
following the end of the calendar year during which the incentive
compensation was earned.
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2.
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Amendment
to Section
11. Section 11 of the Agreement hereby is amended by adding
the
following subsections (f) and (g)
thereto:
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11.
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Termination.
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*
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*
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*
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(f)
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To
the extent any severance payments due Employee pursuant to
subsection (b) hereof shall be treated as deferred compensation under
Section 409A
of the United States Internal Revenue Code of 1986, as amended, and
the
Treasury Regulations (including proposed regulations) and guidance
promulgated thereunder (collectively, “Code Section 409A”), payment
of such amount shall be delayed until the first day of the seventh
month
following the date of Employee’s termination, but only to the extent that
such delay is necessary in order to avoid penalties under Code
Section 409A with respect to payments to a Specified Employee, as
defined in Treasury Regulations Section 1.409A-1(i) upon Separation
from
Service, as defined in Treasury Regulations Section 1.409A-1(h).
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(g)
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As
used in this Section 11, the term “Employee’s termination” shall mean a
“Separation from Service” as defined in Code
Section 409A.
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3.
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Amendment
to Section
20. Section 20 of the Agreement hereby is amended by adding
the
following subsection (h) thereto:
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20.
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Miscellaneous
Provisions.
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*
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*
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*
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(h)
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Amendment
to Comply
with Section 409A of the Internal Revenue Code. To the extent that
this Agreement or any part thereof is deemed to be a nonqualified
deferred
compensation plan subject to Code Section 409A, (a) the provisions
of this
Agreement shall be interpreted in a manner to the maximum extent
possible
to comply in good faith with Code Section 409A, and (b) the parties
hereto
agree to amend this Agreement for purposes of complying with Code
Section
409A promptly upon issuance of any Treasury regulations or guidance
thereunder, provided that any such amendment shall not materially
change
the present value of the benefits payable to the Employee hereunder
or
otherwise materially adversely affect the Employee, Company, or any
affiliate of Company, without the consent of such party.
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Except
as expressly set forth herein, all other terms and conditions of the Agreement
shall remain as set forth therein.
IN
WITNESS WHEREOF, the parties have executed this Employment Agreement Amendment
and Modification to be effective as of the 7th
day of
October, 2008.
RADIO
ONE,
INC. BARRY
A.
MAYO
By: Signature: &#
160;
Linda
J. Vilardo
Title:
Vice
President Address: 300 Massachusetts
Avenue, NW
Washington,
D.C. 20001
Date:
December 08,
2008 Date: December
08,
2008