SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
___________________________
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
Radio One, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 52-1166660
- -------------------------------------------------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
5900 Princess Garden Parkway, 8th Floor, Lanham, MD 20706
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- --------------------- ------------------------------
None
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [_]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [x]
Securities Act registration statement file number to which this form relates:
333-74351
- ---------
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $0.001 per share
------------------------------------------------
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered:
- ------
A complete description of the Class A Common Stock, par value $0.001 per share,
of Radio One, Inc. (the "Registrant"), which is to be registered hereunder is
contained under the caption "Description of Capital Stock" in the Prospectus
which constitutes part of the Registrant's Registration Statement on Amendment
No. 4 to Form S-1 (File No. 333-74351) filed by the Registrant with the
Securities and Exchange Commission on May __, 1999, as amended from time to
time. Such description is hereby incorporated by reference.
Item 2. Exhibits
- ------ --------
Exhibit No. Description
- ----------- -----------
3.1/(1)/ Certificate of Incorporation of Radio One, Inc.
3.2/(1)/ Amended and Restated By-laws of Radio One, Inc.
4.1 Specimen Certificate for shares of Class A Common Stock, $0.001
par value, of Radio One, Inc.
(1) Previously filed with Radio One's Registration Statement on Form S-1 filed
on March 12, 1999 (File No. 333-74351; Film No. 99564316).
-2-
SIGNATURE
---------
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
RADIO ONE, INC.
By: /s/ Alfred C. Liggins, III
________________________________
Name: Alfred C. Liggins, III
Title: President and
Chief Executive Officer
Date: May 4, 1999
-3-
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.1/(1)/ Certificate of Incorporation of Radio One, Inc.
3.2/(1)/ Amended and Restated By-laws of Radio One, Inc.
4.1 Specimen Certificate for shares of Class A Common Stock, $0.001
par value, of Radio One, Inc.
(1) Previously filed with Radio One's Registration Statement on Form S-1 filed
on March 12, 1999 (File No. 333-74351; Film No. 99564316).
-4-
NUMBER SHARES
- ------------ [RADIO ONE LOGO APPEARS HERE] ------------
CSA- RADIO ONE THE URBAN RADIO SPECIALIST
- ------------ ------------
RADIO ONE, INC.
INCORPORATED UNDER THE LAWS SEE REVERSE FOR
OF THE STATE OF DELAWARE CERTAIN DEFINITIONS
CUSIP 75040P 10 8
THIS IS TO CERTIFY THAT
IS THE OWNER OF
FULLY-PAID AND NON-ASSESSABLE SHARES OF THE CLASS A
COMMON STOCK OF THE PAR VALUE OF $.001 EACH OF
- ----------------------------- RADIO ONE, INC. -------------------------------
CERTIFICATE OF STOCK
(hereinafter called the "Corporation") transferable on the books of the
Corporation by said owner in person or by duly authorized attorney, upon
surrender of the certificate property endorsed. This certificate and the shares
represented hereby are issued and shall be held subject to all the provisions of
the Certificate of Incorporation and all amendments thereto, copies of which are
on file at the office of the Transfer Agent, and the holder hereof, by
acceptance of this certificate, consents to and agrees to be bound by all of
said provisions. This certificate is not valid unless countersigned by the
Transfer Agent.
Witness, the facsimile seal of the Corporation and the signatures of its
duly authorized officers.
Dated:
/s/ Catherine L. Hughes
SECRETARY /s/ Alfred C. Liggins, III
PRESIDENT
& CHIEF EXECUTIVE OFFICER
RADIO ONE, INC. CORPORATE SEAL 1996
DELAWARE
The Corporation has more than one class of stock authorized to be issued. The
Corporation will furnish without charge to each stockholder upon written request
a copy of the full text of the preferences, voting powers, qualifications and
special and relative rights of the shares of each class of stock (and any series
thereof) authorized to be issued by the Corporation as set forth in the
Certificate of Incorporation and amendments thereto filed with the Secretary of
State of the State of Delaware.
- --------------------------------------------------------------------------------
The following abbreviations, when used in the inscription of the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT - (Cust) ____________ Custodian (Minor) _______________ under
Uniform Gifts to Minors Act (State) _____________
Additional Abbreviations may also be used though not in the above list.
- --------------------------------------------------------------------------------
For Value Received, hereby sell, assign and transfer unto
Please Insert Social Security or Other
Identifying Number of Assignee
[_____________________________________]
(Please print or typewrite name and address of assignee) _______________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
______________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated _____________________________________
NOTICE: The signature on this assignment must correspond with the name as
written upon the face of the certificate in every particular, without alteration
or enlargement or any change whatever.
X___________________________________________
(owner sign here)
SIGNATURES GUARANTEED:__________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULES 17Ad-15.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT LOST,
STOLEN, MUTILATED OR DESTROYED, THE CORPORATION
WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION
TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
