Form 8-K for WESTWOOD ONE INC /DE/
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6-Jan-2010
Other Events, Financial Statements and Exhibits
Item 8.01 Other Events.
On December 31, 2009, TLAC, Inc., a wholly-owned subsidiary of Westwood One, Inc. (the "Company") entered into and closed the transactions contemplated by an Asset Purchase Agreement (the "Purchase Agreement") by and among Jaytu Technologies, LLC ("Jaytu") and the members of Jaytu pursuant to which TLAC acquired substantially all of the assets of Jaytu. At the closing, the Company issued 232,277 shares of its common stock, valued in the aggregate at $1,250,000 and paid an additional $1,250,000 in cash to the members of Jaytu. The members of Jaytu may earn up to an additional $1,500,000 upon the delivery and acceptance of certain traffic products in accordance with certain specifications mutually agreed upon by the parties, including commercial acceptance and/or first usage of the products by the Company's TV affiliates. While TLAC is the signatory to the Purchase Agreement, the Company is also a signatory with respect to Sections 3 and 8 of the Purchase Agreement, which relate to the payment and indemnification obligations of such agreement. A press release announcing the acquisition is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated January 5, 2010, announcing the acquisition of substantially all of the assets of Jaytu Technologies, LLC (d/b/a as SigAlert).
