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): August 27, 2010
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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1166 Avenue of the Americas,
10th Floor
New York, NY
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10036
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
(212) 641-2000
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(Former name or former address if changed since last report.)
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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:
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))
1
Section 1 Registrant’s
Business and Operations
Item 1.01
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Entry into a Material Definitive
Agreement
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The information in Item 5.02(e)
of this Current Report on Form 8-K is hereby incorporated by reference into
this Item 1.01.
Item 1.02
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Termination of a Material Definitive
Agreement
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(a) Effective August 31,
2010, Norman J. Pattiz (“
Pattiz
”) resigned as Chairman of
the Board of Directors (“
Board
”) of Westwood One, Inc. (the
“
Company
” or “
Westwood
”). In connection
therewith, on August 27, 2010, Pattiz and the Company entered into an
Agreement for Termination of Employment Agreement to terminate Pattiz’s
employment agreement, made as of April 29, 1998 (as subsequently amended
to date), effective August 31, 2010. Pattiz became Chairman Emeritus and
Mark Stone, the Company’s Vice-Chairman of the Board, became Chairman of
the Board, effective on August 31, 2010. Pattiz agreed to provide
consulting services to the Company as described in more detail below. A copy of
the Company’s employment agreement with Pattiz was previously filed with
the SEC.
Section 5 Corporate
Governance and Management
Item 5.02
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Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
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(b) As described above,
effective August 31, 2010, Norman J. Pattiz resigned as Chairman of the
Board and as a director of the Company.
(e) On August 27, 2010,
the Company entered into a consulting agreement (“
Consulting
Agreement
”) with Courtside LLC (“
Courtside
”) for
the personal services of Pattiz, such agreement to be effective for one year
beginning on September 1, 2010 and ending on August 31, 2010.
Pursuant to such agreement, Courtside will provide Pattiz’s consulting
services to the Company at an annual fee of $340,000 (payable in monthly
installments), which term may be renewed for an additional one-year term upon
the mutual agreement of the parties. The Consulting Agreement is terminable by
either party upon thirty (30) days’ notice. As part of such
agreement, for the term thereof, the Company will continue to provide to
Pattiz, office accommodations and an assistant in the Company’s Culver
City office, reimbursement for reasonable and customary business expenses and
will also pay directly the cost of continued group health benefits pursuant to
COBRA for Pattiz. If either: (1) the Consulting Agreement terminates on
August 31, 2011 and the Company decides not to renew the Consulting
Agreement or (2) if the Company decides to terminate the Consulting
Agreement prior to August 31, 2011, the Consulting Agreement will
terminate, however, in such event, the Company will continue to engage Pattiz
as a consultant through February 28, 2013, or such earlier time as Pattiz
voluntarily terminates his services (such period, the “
Continued
Engagement Period
”). During the Continued Engagement Period, no
compensation or benefits will be paid by the Company to Pattiz, however, any
outstanding stock options issued to Pattiz will continue to vest, subject to
the terms of the stock option agreements and the Company’s 2010 Equity
Compensation Plan.
As part of the Consulting Agreement, during the term and during the Continued Engagement Period,
neither Courtside nor Pattiz will, without the Companys prior written consent: (1) employ, hire or
engage, directly or indirectly, any employee or consultant of the Company or its related entities,
or any person or entity under an exclusive contract in radio with the Company or its related
entities, to provide voice talent to the Company or its related entities or (2) enter into any agreement which is in any manner competitive with the
Companys then network radio business. Additionally, Courtside and Pattiz have each agreed to
customary terms regarding keeping confidential Westwoods confidential and proprietary information.
Copies of the Consulting Agreement and Agreement for Termination of Employment Agreement are
attached hereto as Exhibits 10.1 and 10.2, respectively, the terms of which are incorporated by
reference herein in their entirety. A copy of the press release announcing Mr. Pattizs retirement and the election of Mark Stone as Chairman of the
Board is attached as Exhibit 99.1.
Section 9 Financial Statements and Exhibits
Item 9.01
Financial Statements and Exhibits
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(d)
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Exhibits
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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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No.
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Description of Exhibit
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10.1
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Consulting Agreement, made as of August 27, 2010, by and between
Courtside, LLC for the personal services of Norman J. Pattiz, and the
Company.
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10.2
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Agreement for Termination of Employment Agreement, made and entered into
as of August 27, 2010 by and between the Company and Norman J. Pattiz.
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99.1
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Press Release, dated as of August 30, 2010, announcing the retirement of
Norman J. Pattiz and the election of Mark Stone as Chairman of the
Board.
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