- Current report filing (8-K)
27 Mayo 2011 - 3:01PM
Edgar (US Regulatory)
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): May 26, 2011
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)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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
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Item 1.01
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Entry into a Material Definitive
Agreement
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On May 26, 2011, Westwood One,
Inc. (the “
Company
” or “
Westwood
”) and
Steven Kalin entered into a Separation Agreement evidencing the terms of his
election to terminate his employment for “good reason” effective
May 27, 2011 in accordance with the terms of his employment agreement. Pursuant
to the Separation Agreement, Mr. Kalin will continue to receive his base
salary ($425,000) in equal installments over one year contingent on his
executing and not revoking a fully effective waiver and general release
substantially in the form attached as
Exhibit A
to his employment
agreement. He will also receive a bonus equal to $225,000 payable on
July 26, 2011 (subject to a six-month delay to the extent such amount, in
combination with other severance payments, exceeds the threshold specified
under Section 17(b) of his employment agreement). Additionally, one-third of
the stock option to purchase 200,000 shares of Company common stock awarded to
Mr. Kalin on February 12, 2010 (i.e., the next tranche scheduled to
vest on February 12, 2012, or 66,666 shares) immediately vested upon the
termination date and will remain exercisable through August 27, 2011.
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Item 1.02
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Termination of a Material Definitive
Agreement
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On May 26, 2011, Steven Kalin
notified Westwood One that effective May 27, 2011, he was terminating his
employment and employment agreement for “good reason” as described
under the terms of his employment agreement. A copy of the Company’s
employment agreement with Mr. Kalin was previously filed with the SEC. The
information in Item 1.01 of this Current Report on Form 8-K is hereby
incorporated by reference into this Item 1.02.
Section 5 Corporate
Governance and Management
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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) On May 26, 2011,
Steven Kalin elected to terminate his employment with Westwood One effective
May 27, 2011. Mr. Kalin was President of the Metro Networks business sold
on April 29, 2011 and was the Chief Operating Officer of Westwood One.
(e) The information in
Item 1.01 of this Current Report on Form 8-K is hereby incorporated by
reference into this Item 5.02(e).
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
No.
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Description of Exhibit
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10.1
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Separation Agreement, effective as of
May 27, 2011, by and between the Company and Steven Kalin.
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2
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.
WESTWOOD ONE, INC.
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Date: May 27, 2011
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By:
/s/ David Hillman
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Name: David Hillman
Title: Chief Administrative Officer; EVP,
Business Affairs; General Counsel and
Secretary
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3
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