UNITED STATES
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 (Date of earliest event reported): December 6, 2005
WESTWOOD ONE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-14691
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95-3980449 |
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification
No.) |
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40 West 57th Street, 5th Floor |
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New York, NY
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10019 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (212) 641-2000
(Former name or former address, if changed since last report.)
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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Section 2 Financial Information
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Item 2.02 |
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Results of Operations and Financial Condition. |
On December 8, 2005, Westwood One, Inc. (the Company) issued a press release updating its
financial guidance for the fourth quarter 2005. A copy of such press release is furnished herewith
as Exhibit 99.1 and is incorporated by reference herein in its entirety.
Section 5 Corporate Governance and Management
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Item 5.02 |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
(b) On December 8, 2005, Shane Coppola resigned from his position as President and Chief Executive
Officer of the Company and as a director of the Company, effective on such date. Commencing on
such date and continuing through June 30, 2007, Mr. Coppola will serve as a consultant to the
Company. In exchange for such consulting services: (i) Mr. Coppola will receive 45,000 restricted
stock units (RSUs) of the Company pursuant to the Companys 2005 Equity Compensation Plan; and
(ii) all stock options held by Mr. Coppola on December 8, 2005 shall continue to vest in accordance
with their current terms through and including June 30, 2007. Mr. Coppola also has agreed that
during such consulting period, he will not engage or participate in any business competitive with
the Company. Subject to certain conditions, including Mr. Coppolas material compliance with his
consulting agreement, 25,000 RSUs will vest on December 31, 2006 and the remaining 20,000 RSUs will
vest on June 30, 2007. Notwithstanding the foregoing, if the Company elects to terminate Mr.
Coppolas consulting agreement without cause: (i) all 45,000 RSUs will vest upon such termination;
and (ii) all stock options held by Mr. Coppola on December 8, 2005 that would have vested in
accordance with their terms on or prior to June 30, 2007 will immediately vest. A copy of the
press release announcing Mr. Coppolas resignation is furnished herewith as Exhibit 99.2 and is
incorporated by reference herein in its entirety.
(c) In connection with Mr. Coppolas resignation, Joel Hollander was appointed interim President
and Chief Executive Officer effective December 8, 2005. Mr. Coppolas services were, and Mr.
Hollanders services will be, provided by Infinity Broadcasting Corporation (Infinity) to the
Company in accordance with Infinitys existing agreement to manage the Company (the Management
Agreement) and provide it with a chief executive officer. Mr. Coppola was an employee of a unit
of Infinity. A copy of the Management Agreement was previously filed with the Securities and
Exchange Commission (SEC) as Exhibit 10.17 to its Current Report on Form 8-K filed on June 4,
1999 and the amendment thereto was filed with the SEC as Annex A to the Companys proxy statement
on April 25, 2002.
Mr. Hollander, 49, has served as a Class III director of the Company since September 22, 1999
and will serve as the Companys interim President and Chief Executive Officer until Infinity and
the Board of Directors (Board) complete their search for a permanent successor. Since January
2005, he has been the Chairman and Chief Executive Officer of Infinity, which, in addition to
managing the Company as described above, is the largest holder of the Companys common stock,
holding, as of October 31, 2005, approximately 18.1% of the Companys outstanding common shares as
of October 31, 2005 through its subsidiary, Infinity Network, Inc. Prior to becoming Chairman and Chief
Executive Officer of Infinity, Mr. Hollander served as President and Chief Operating Officer of
Infinity from 2003 to 2005. He was the Companys President and Chief Executive Officer from
October 1998 to May 2003.
In addition to the Management Agreement, the Company also enters into other transactions with
Infinity in the normal course of business. Such transactions are more fully described in the
Companys filings with the SEC, including its proxy statement filed with the SEC on April 29, 2005
and its Annual Report on Form 10-K filed on March 16, 2005.
(d) On December 6, 2005, the Board appointed Class II director Albert Carnesale to
serve on the Audit Committee of the Board. Mr. Carnesale also serves on
the Nominating and Governance Committee of the Board.
Section 9 Financial Statements and Exhibits
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Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
The following is a list of the exhibits filed as a part of this Form 8-K:
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Exhibit |
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Description of Exhibit |
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99.1
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Press Release, dated December 8, 2005, updating fourth quarter 2005 financial guidance. |
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99.2
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Press Release, dated December 8, 2005, announcing the resignation of Shane Coppola as
President and Chief Executive Officer, and as a director, of the Company and the
appointment of Joel Hollander as interim President and Chief Executive Officer. |
SIGNATURES
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 hereunto duly authorized.
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WESTWOOD ONE, INC. |
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Date: December 12, 2005 |
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By: |
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/s/ David Hillman |
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Name:
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David Hillman |
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Title:
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Senior Vice President,
General Counsel and
Secretary |
EXHIBIT INDEX
Current Report on Form 8-K
dated December 6, 2005
Westwood One, Inc.
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Exhibit |
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No. |
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Description of Exhibit |
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99.1
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Press Release, dated December 8, 2005, updating fourth quarter 2005 financial guidance. |
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99.2
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Press Release, dated December 8, 2005, announcing the resignation of Shane Coppola as
President and Chief Executive Officer, and as a director, of the Company and the
appointment of Joel Hollander as interim President and Chief Executive Officer. |