-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hf8WYxF3PnjI1WMWimW5qIemouhUYxdEhnr3i9CJW3OBUUeyI1A70XKOwZ4dxIN1 1ywiUvsYO4GCNidjdU2Gfg== 0000912057-97-019390.txt : 19970604 0000912057-97-019390.hdr.sgml : 19970604 ACCESSION NUMBER: 0000912057-97-019390 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970603 EFFECTIVENESS DATE: 19970603 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACOR COMMUNICATIONS INC CENTRAL INDEX KEY: 0000702808 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 310978313 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-28399 FILM NUMBER: 97618595 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 S-8 1 S-8 As filed with the Securities and Exchange Commission on June 3, 1997 REGISTRATION NO. 333- ------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JACOR COMMUNICATIONS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 31-0978313 - ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 50 E. RIVERCENTER BLVD. 12TH FLOOR COVINGTON, KENTUCKY 41011 ------------------------- (Address of principal executive offices including zip code) 1997 NON-EMPLOYEE DIRECTORS STOCK PLAN -------------------------------------- (Full title of the plan) R. CHRISTOPHER WEBER COPY TO: SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER RICHARD G. SCHMALZL, ESQ. JACOR COMMUNICATIONS, INC. JONATHAN D. NIEMEYER, ESQ. 50 E. RIVERCENTER BLVD. GRAYDON, HEAD & RITCHEY 12TH FLOOR 1900 FIFTH THIRD CENTER COVINGTON, KENTUCKY 41011 511 WALNUT STREET (606) 655-2267 CINCINNATI, OHIO 45202 (513) 621-6464 (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- TITLE OF AMOUNT TO BE PROPOSE MAXIMUM PROPOSED MAXIMUM AMOUNT OF SECURITIES REGISTERED OFFERING PRICE AGGREGATE REGISTRATION TO BE PER SHARE OFFERING PRICE FEE REGISTERED - -------------------------------------------------------------------------------- COMMON STOCK, 310,000 $34.625(2) $10,733,750 $3,252.65 $.01 PAR SHARES(1) VALUE - -------------------------------------------------------------------------------- COMMON STOCK, 40,000 $27.875(4) $1,115,000 $337.88 $.01 PAR SHARES(3) VALUE - -------------------------------------------------------------------------------- - -------------------- (1)Represents the total number of shares of common stock currently reserved for the grant of stock-based awards under the Plan, less 40,000 shares issuable upon the exercise of stock options granted prior to the date hereof as described in note 3. (2)Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(c) and (h), based upon the average of the high and low prices of Jacor Communications, Inc. common stock in The Nasdaq National Market on May 29, 1997. (3)Represents the total number of shares of common stock issuable upon the exercise of stock options granted to non-employee directors under the Plan on April 28, 1997, at an exercise price of $28.875 per share. (4)Exercise Price at which 40,000 stock options were granted under the Plan based upon the average of the high and low prices of Jacor common stock in the Nasdaq National Market on April 28, 1997. Jacor Communications, Inc. (the "Registrant") is filing this Registration Statement on Form S-8 in order to register an aggregate of 350,000 shares of its common stock, $.01 par value, to be issued pursuant to its 1997 Non-Employee Directors Stock Plan. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information required in Part I of the Registration Statement will be provided to each participant in the Plan as required by Rule 428(b)(1). Such documents are not being filed with the Securities and Exchange Commission (the "Commission") in accordance with the instructions to Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT. Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, as filed with the Securities and Exchange Commission, are incorporated herein by reference: (i) the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996; (ii) the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997; (iii)the Registrant's Current Reports on Form 8-K dated January 9, 1997, January 24, 1997, March 7, 1997 (amending the Company's Form 8-K dated October 23, 1996), March 21, 1997, as amended, April 8, 1997, as amended, May 5, 1997, and May 16, 1997; and (iv) the Registrant's Form 8-B dated September 23, 1996. All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all such securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing such documents. Item 4. DESCRIPTION OF SECURITIES. Not applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant, being incorporated under the General Corporation Law of the State of Delaware, is empowered by Section 145 of such law ("Statute"), subject to the procedures and limitations stated in the Statute, to indemnify any person ("Indemnitee") against expenses (including 2 attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with any threatened, pending, or completed action, suit, or proceeding to which an Indemnitee is made a party or threatened to be made a party by reason of the Indemnitee's being or having been a director, officer, employee or agent of the Registrant or a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise at the request of the Registrant. The Statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Statute also provides that the Registrant may purchase insurance on behalf of any director, officer, employee or agent. Article Sixth of the Registrant's Certificate of Incorporation contains provisions permitted by Section 102 of the General Corporation Law of the State of Delaware which eliminate personal liability of members of its board of directors for violations of their fiduciary duty of care. Neither the Delaware General Corporation Law nor the Certificate of Incorporation, however, limits the liability of a director for breaching his duty of loyalty, failing to act in good faith, engaging in intentional misconduct or knowingly violating a law, paying a dividend or approving a stock repurchase under circumstances where such payment or repurchase is not permitted under the Statute, or obtaining an improper personal benefit. Article Sixth of the Registrant's Certificate of Incorporation also provides that the Registrant shall indemnify its directors and officers to the fullest extent permitted under Section 145 of the Delaware General Corporation Law. Article 8 of the Registrant's Bylaws provides that the Registrant is obligated to indemnify a director or officer ("Indemnitee") in each and every situation where the Registrant is obligated to make such indemnification pursuant to the Statute. The Registrant must also indemnify an Indemnitee in each and every situation where, under the Statute, the Registrant is not obligated but is nevertheless permitted or empowered to make such indemnification. However, before making such indemnification with respect to any situation covered by the preceding sentence, (i) the Registrant shall promptly make or cause to be made, by any of the methods referred to in subsection (d) of the Statute, a determination as to whether the Indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Registrant, and, in the case of any criminal action or proceeding, had no reasonable cause to believe that such Indemnitee's conduct was unlawful, and (ii) no such indemnification shall be made unless it is determined that such Indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Registrant, and, in the case of any criminal action or proceeding, had no reasonable cause to believe that such Indemnitee's conduct was unlawful. The Registrant currently maintains an insurance policy that provides coverage pursuant to which the Registrant is to be reimbursed for amounts it may be required or permitted by law to pay to indemnify directors and officers. 3 Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. Item 8. EXHIBITS. Exhibit Description Of Exhibit - ------- ---------------------- 4.1 1997 Non-Employee Directors Stock Plan [Filed as Annex 5 to the Registrant's Definitive Proxy Statement filed with the Commission on April 30, 1997, and incorporated by reference herein] 5.1 Opinion of Graydon, Head & Ritchey 23.1 Consent of Graydon, Head & Ritchey (included in Exhibit 5.1) 23.2 Consent of Coopers & Lybrand L.L.P. 23.3 Consent of Ernst & Young LLP Item 9. UNDERTAKINGS A. INDEMNIFICATION Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions referred to in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other that the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the mater has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. B. SUBSEQUENT EXCHANGE OF DOCUMENTS The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 4 C. OTHER The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflect in the form of prospectus filed with Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represented no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs 1(i) and 1(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remains unsold at the termination of the offering. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 3rd day of June, 1997. JACOR COMMUNICATIONS, INC. By: /S/ R. CHRISTOPHER WEBER ---------------------------------- R. Christopher Weber, Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. June 3, 1997 /S/ RANDY MICHAELS June 3, 1997 /S/ F.PHILIP HANDY ------------------------ -------------------------- Randy Michaels, Chief F. Philip Handy, Executive Officer and Director Director ------------------------ -------------------------- Robert L. Lawrence, Marc Lasry, Director President, Chief Operating Officer and Director June 2, 1997 /S/ MAGGIE WILDEROTTER ------------------------ -------------------------- Samuel Zell, Chairman of Maggie Wilderotter, the Board and Director Director June 3, 1997 /S/ SHELI Z. ROSENBERG June 3, 1997 /S/ R. CHRISTOPHER WEBER ------------------------ -------------------------- Sheli Z. Rosenberg, Vice R. Christopher Weber, Chairman and Director Senior Vice President and Chief Financial Officer (Principal ------------------------ Accounting and John W. Alexander, Director Financial Officer) June 2, 1997 /S/ PETER C. B. BYNOE ------------------------ Peter C. B. Bynoe, Director June 3, 1997 /S/ ROD F. DAMMEYER ------------------------ Rod F. Dammeyer, Director 6 INDEX TO EXHIBITS ----------------- Exhibit Description Of Exhibit Page - ------- ---------------------- Number ------ 4.1 1997 Non-Employee Directors Stock Plan [Filed as Annex 5 to the Registrant's Definitive Proxy Statement filed with the Commission on April 30, 1997, and incorporated by reference herein. * 5.1 Opinion of Graydon, Head & Ritchey 9 23.1 Consent of Graydon, Head & Ritchey (included in opinion) 9 23.2 Consent of Coopers & Lybrand L.L.P. 10 23.3 Consent of Ernst & Young LLP 11 * Incorporated by reference. 7 EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 June 3, 1997 Jacor Communications, Inc. 50 E. RiverCenter Boulevard 12th Floor Covington, Kentucky 41011 Re: Sale of 350,000 Shares of Common Stock of Jacor Communications, Inc. Pursuant to the Company's Form S-8 Registration Statement Filed with the Securities and Exchange Commission on June 3, 1997 Gentlemen: We have acted as counsel to Jacor Communications, Inc. (the "Company"), a Delaware corporation, in connection with the registration of 350,000 shares of Common Stock of the Company, all of which may be issued and sold under the Company's 1997 Non-Employee Directors Stock Plan, as set forth in the S-8 Registration Statement filed by the Company with the Securities and Exchange Commission on June 3, 1997. As counsel for the Company, we have made such legal and factual examinations and inquiries as we deemed advisable for the purpose of rendering this opinion. In addition, we have examined such documents and materials, including the Company's Certificate of Incorporation, Bylaws and other corporate records of the Company, as we have deemed necessary for the purpose of this opinion. On the basis of the foregoing, we are of the opinion that the 350,000 shares of Common Stock being offered for sale by the Company are currently validly authorized and, when issued and sold as contemplated by the Registration Statement, will be legally issued, fully paid and non-assessable shares of Common Stock of the Company. We hereby consent to the filing of this opinion as part of the above-referenced Registration Statement and amendments thereto. Sincerely yours, GRAYDON, HEAD & RITCHEY By: /s/ RICHARD G. SCHMALZL, ESQ. 8 EX-23.2 3 EXHIBIT 23.2 Exhibit 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 of our report dated February 27, 1997 on our audits of the consolidated financial statements of Jacor Communications, Inc. as of December 31, 1996 and 1995 and for each of the three years in the period ended December 31, 1996, which report is included in Jacor Communications, Inc.'s Annual Report on Form 10-K, and of our report dated February 28, 1997, on our audits of the combined financial statements of EFM Media Management, Inc., EFM Publishing, Inc. and PAM Media, Inc. as of December 31, 1995 and 1996 and for each of the three years in the period ended December 31, 1996, which report is included in Jacor Communications, Inc.'s Current Report on Form 8-K dated March 21, 1997, as amended on March 26, 1997. Coopers & Lybrand L.L.P. Cincinnati, Ohio June 3, 1997 9 EX-23.3 4 EXHIBIT 23.3 Exhibit 23.3 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) of Jacor Communications, Inc. pertaining to the 1997 Non-Employee Directors Stock Plan of our report dated February 21, 1997 with respect to the consolidated financial statements of Premiere Radio Networks, Inc. included in Jacor Communications, Inc.'s Current Report on Form 8-K(A) dated April 7, 1997, filed with the Securities and Exchange Commission. Ernst & Young LLP Los Angeles, California May 30, 1997 -----END PRIVACY-ENHANCED MESSAGE-----