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 16, 2009
(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
7.01. Regulation
FD Disclosure
On
December 22, 2009, Radio One, Inc. (“Radio One”) issued a press release
announcing the results of its 2009 annual shareholders’ meeting that was held
December 16, 2009. A copy of the press release is attached as
Exhibit 99.1 hereto and is incorporated by reference herein.
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 Global and Capital Markets, 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, 2008, including all amendments thereto on Form 10-K/A, 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 December 22, 2009: Radio One, Inc. Announces Results of 2009
Annual Shareholders' Meeting
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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
22, 2009
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Peter
D. Thompson
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|||||||||
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Chief
Financial Officer
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Radio
One Announces Results of 2009 Annual Shareholders’ Meeting
WASHINGTON,
DC – Radio One, Inc. (NASDAQ: ROIA and ROIAK) today reported the results of
various proposals voted upon at its 2009 Annual Shareholders’ Meeting held
December 16, 2009 in Greenbelt, Maryland.
Terry L.
Jones and Brian W. McNeill were elected as Class A directors to serve until
the 2010 annual meeting of shareholders or until their successors are duly
elected and qualified.
Catherine
L. Hughes, Alfred C. Liggins, III, D. Geoffrey Armstrong, Ronald E.
Blaylock and B. Doyle Mitchell, Jr. were elected as Class B directors to
serve until the 2010 annual meeting of shareholders or until their successors
are duly elected and qualified.
An
amendment to Radio One’s certificate of incorporation was approved to effect a
reverse stock split across all classes of our common stock by a ratio of
not less than one-for-two and not more than one-for-fifty at any time prior to
the next annual shareholders' meeting, with the exact ratio to be set at a whole
number within this range as determined by our board of directors in its
discretion. While approved by the shareholders, the Board retains the
right to determine whether or not to actually effectuate any reverse stock
split.
The Radio
One 2009 Stock Option and Restricted Stock Plan was approved, to succeed the
1999 Stock Option and Restricted Stock Plan.
The
appointment of Ernst & Young LLP as the independent registered public
accounting firm for Radio One was ratified for the year ending December 31,
2009.
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 currently owns 53 broadcast
stations located in 16 urban markets in the United States. Additionally, Radio
One owns Interactive One ( www.interactiveone.com ), an online platform serving
the African-American community through social content, news, information, and
entertainment, which operates a number of branded sites, including News One,
UrbanDaily, HelloBeautiful, 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. Important factors that could cause actual results to differ
materially are described in Radio One's reports on Form 10-K/A and other filings
with the Securities and Exchange Commission. Radio One does not undertake any
duty to update any forward-looking statements.