SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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for the fiscal year ended December 31, 2008
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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for the transition period from to
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Commission file number:
333-
A.
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Full title of the plan and address of the plan, if different from that of the issuer named below:
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Cox Radio, Inc.
2006 Employee Stock Purchase Plan
B.
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Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
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Cox Radio, Inc.
6205 Peachtree
Dunwoody Road
Atlanta, Georgia 30328
EXHIBIT INDEX
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Exhibit
Number
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23.1
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Consent of Deloitte & Touche LLP
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this Annual Report to be signed on behalf of the Plan by the undersigned duly authorized official.
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COX RADIO, INC.
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2006 EMPLOYEE STOCK PURCHASE PLAN
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Date: March 31, 2009
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By:
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/s/ Andrew A. Merdek
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Andrew A. Merdek
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Corporate Secretary
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Sponsor and Participants of
Cox Radio, Inc. 2006 Employee Stock
Purchase Plan:
We have audited the accompanying statement of net assets available for benefits of the Cox Radio, Inc. 2006 Employee Stock Purchase Plan
(the Plan) as of December 31, 2007 and the related statements of changes in net assets available for benefits for the period from January 1, 2008 to June 30, 2008 (date of termination) and for the year ended
December 31, 2007. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plans
internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2007 and
the changes in net assets available for benefits for the period from January 1, 2008 to June 30, 2008 (date of termination) and for the year ended December 31, 2007 in conformity with accounting principles generally accepted in the
United States of America.
/s/ Deloitte &Touche LLP
Atlanta, Georgia
March 31, 2009
COX RADIO, INC.
2006 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2007
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December 31,
2007
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ASSET
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Receivable from Plan Sponsor
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$
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1,053,336
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LIABILITY
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Distribution due to Plan participants
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$
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(1,053,336
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)
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Net assets available for benefits
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$
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See notes to financial statements.
COX RADIO, INC.
2006 EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE PERIOD FROM JANUARY 1, 2008 TO JUNE 30, 2008 (DATE OF TERMINATION) AND FOR THE YEAR ENDED DECEMBER 31, 2007
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Period from
January 1, 2008 to
June 30, 2008 (Date
of Termination)
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Year Ended
December 31, 2007
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ADDITION TO NET ASSETS ATTRIBUTED TO-
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Employee Contributions
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$
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341,379
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$
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792,999
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Transfer from Plan Sponsor
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1,262,733
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
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Distributions to active Plan participants at Plan termination
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(1,262,733
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)
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Withdrawals from Plan
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(131,982
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)
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(128,211
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Change in distributions due to active Plan participants
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(209,397
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)
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(664,788
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)
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CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS-
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NET ASSETS AVAILABLE FOR BENEFITS:
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Beginning of period
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End of period
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$
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$
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See notes to financial statements.
COX RADIO, INC.
2006 EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM JANUARY 1, 2008 TO JUNE 30, 2008 (DATE OF TERMINATION) AND FOR THE YEAR ENDED DECEMBER 31, 2007
The Cox Radio, Inc. 2006 Employee Stock
Purchase Plan (the Plan) is a self-funded contributory stock purchase plan which provides employees the option to purchase stock at a discounted price.
General
The Plan was adopted by Cox Radio, Inc. (the Plan Sponsor) to allow eligible employees to purchase Plan Sponsor stock (up to 500,000 shares in the aggregate) at a discounted price. Eligible employees are
employees regularly scheduled to work at least 20 hours per week (including any such person on an authorized leave of absence) and were employeed on one of four grant dates. There were four entry dates on which eligible employees could commence
participation under the Plan, including July 1, 2006, January 1, 2007, July 1, 2007, and January 1, 2008. Any eligible employee who was employed on a grant date (May 1, 2006, November 1, 2006, May 1,
2007, and November 1, 2007) was eligible to participate in the Plan as of the entry date that immediately followed such grant date. If an eligible employee elected not to participate on such entry date, he or she was not permitted to
participate in the Plan at any later date. The purchase price per share offered under the Plan with respect to any grant date was the lower of 85% of the fair market value of the share as of such grant date or 90% of the fair market value of the
share at the end of the offering period. Shares were offered to eligible employees for subscription during the period beginning with the applicable grant date and ending on the date 45 days after the grant date. Unless an employee had previously
withdrawn from the Plan, shares were issued on June 30, 2008 based on contributions to date. Consequently, the Plan concluded on June 30, 2008.
Contributions
Contributions to the Plan were made by the participants based on the amount of participant elections. Contributions to the Plan were commingled with the general assets of the Plan Sponsor. Participants
contributions were limited to $25,000 during the purchase period from July 1, 2006 to June 30, 2008. Contributions were primarily made through automatic payroll deductions.
Distributions
Upon written request, participants could have withdrawn their total contributions or reduce their contributions prospectively. Distributions were made in either cash or stock, with cash
payments for any fractional shares. These two options were also available to an individual whose employment terminated, including terminations due to death or retirement.
Administrative Expenses
The Compensation Committee of the Board of Directors of the Plan Sponsor administered the Plan. The expenses of administering the Plan were paid by the Plan Sponsor.
Vesting
At all times, each Plan participant had a fully vested, nonforfeitable right to his or her contributions to the Plan.
2.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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The financial
statements are presented on the accrual basis of accounting. The receivable from the Plan Sponsor represents accumulated payroll deductions less amounts disbursed for withdrawals. The liability due to participants represents accumulated payroll
deductions to be disbursed to Plan participants for purchase of the Class A Common Stock of the Plan Sponsor.
The right to purchase shares of common stock under
the Plan is intended to constitute an option granted by the Plan Sponsor pursuant to an employee stock purchase plan within the meaning of Section 423 of the Internal Revenue Code, and that such shares, for tax purposes, shall be
treated in accordance with the provisions thereof.
An employee is not considered to have income for federal income tax purposes from the granting of a
right to purchase shares. Amounts deducted from an employees compensation do not reduce the amount of his or her income for tax purposes.
The Plan was concluded on June 30, 2008.
Accordingly, the Plan liability of $1,262,733 was satisfied on June 30, 2008 through the issuance of 116,570 shares of Class A Common Stock and through cash payments of $1,555 attributable to fractional shares.
* * * * * *
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