-----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, WTawzQOTv5bG2hfqY7AWINDQaUP4zilNZRuxl46xi6eKX7o3gmuetNZq3+z+iPzG Zj/VKoiISEGFY1Z/JxFvLg== 0000912057-97-019392.txt : 19970604 0000912057-97-019392.hdr.sgml : 19970604 ACCESSION NUMBER: 0000912057-97-019392 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: 333-28401 FILM NUMBER: 97618597 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 S-8 1 FORM 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) AMENDED AND RESTATED 1995 EMPLOYEE STOCK PURCHASE PLAN ------------------------------------------------------ (Full title of the plan) R. CHRISTOPHER WEBER SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER JACOR COMMUNICATIONS, INC. 50 E. RIVERCENTER BLVD. 12TH FLOOR COVINGTON, KENTUCKY 41011 (606) 655-2267 -------------------------------------- (Name, address and telephone number of agent for service) Copy To: RICHARD G. SCHMALZL, ESQ. JONATHAN D. NIEMEYER, ESQ. GRAYDON, HEAD & RITCHEY 1900 FIFTH THIRD CENTER 511 WALNUT STREET CINCINNATI, OHIO 45202 (513) 621-6464 CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------- TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION SHARE PRICE FEE - ----------------------------------------------------------------------------------------------------- COMMON STOCK,$.01 500,000 SHARES $34.625(1) $17,312,500.00(1) $5,246.21(1) PAR VALUE - -----------------------------------------------------------------------------------------------------
- ------------------- (1)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 for May 29, 1997. REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO INSTRUCTION E TO FORM S-8 Jacor Communications, Inc. (the "Registrant") is filing this Registration Statement on Form S-8 in order to amend its Form S-8 registration statement (described below) to register an additional 500,000 shares of its common stock, $.01 par value, relating to the Registrant's Amended and Restated 1995 Employee Common Stock Purchase Plan (the "Plan"). The Registrant previously registered 200,000 shares of its common stock eligible for issuance under the original Plan on its Form S-8, Registration No. 33-56385, filed with the Commission on November 9, 1994. The Registrant incorporates herein by reference the contents of such prior Form S-8, Registration No. 33-56385. Item 8. EXHIBITS Exhibit Description of Exhibit - ------- ---------------------- 4.1 Jacor Communications, Inc. Amended and Restated 1995 Employee Stock Purchase Plan [Filed as Annex 1 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 2 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/ Rod F. Dammeyer ----------------------------------- ----------------------------------- Randy Michaels, President, Chief Rod F. Dammeyer, Director Executive Officer and Director June 3, 1997 /s/ F. Philip Handy ----------------------------------- ----------------------------------- Robert L. Lawrence, President, Chief F. Philip Handy, Director Operating Officer and Director ----------------------------------- ----------------------------------- Samuel Zell, Chairman of the Board Marc Lasry, Director and Director June 3, 1997 /s/ Sheli Z. Rosenberg June 2, 1997 /s/ Maggie Wilderotter ----------------------------------- ----------------------------------- Sheli Z. Rosenberg, Vice Chairman Maggie Wilderotter, Director and Director June 3, 1997 /s/ R. Christopher Weber ----------------------------------- ----------------------------------- John W. Alexander, Director R. Christopher Weber, Senior Vice President and Chief Financial Officer (Principal June 2, 1997 /s/ Peter C. B. Bynoe Accounting and Financial Officer) ----------------------------------- Peter C. B. Bynoe, Director
3 INDEX TO EXHIBITS Exhibit Description of Exhibit Page - ------- ---------------------- ---- 4.1 Jacor Communications, Inc. Amended and Restated 1995 * Employee Stock Purchase Plan [Filed as Annex 1 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 5 23.1 Consent of Graydon, Head & Ritchey (included 5 in Exhibit 5.1) 23.2 Consent of Coopers & Lybrand L.L.P. 6 23.3 Consent of Ernst & Young LLP 7 * Incorporated by Reference 4 EX-5.1 2 EX 5.1 Exhibit 5.1 June 3, 1997 Jacor Communications, Inc. 50 E. RiverCenter Boulevard 12th Floor Covington, Kentucky 41011 Re: Sale of 500,000 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 an additional 500,000 shares of Common Stock of the Company, all of which may be issued and sold under the Company's Amended and Restated 1995 Employee Stock Purchase Plan, as set forth in the S-8 Registration Statement filed by the Company with the Securities and Exchange Commission on June 3, 1997. The Company previously registered 200,000 shares of Common Stock for issuance under the original 1995 Employee Stock Purchase Plan on its Form S-8, Registration No. 33-56385, filed with the Securities and Exchange Commission on November 9, 1994. 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 500,000 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. 5 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 6 EX-23.3 4 EXHIBIT 23.3 Exhibit 23.3 CONSENT OF INDEPENDENT AUDITORS We consent to the incorproation by reference in the Registration Statement (Form S-8) of Jacor Communications, Inc. pertaining to the Amended and Restated 1995 Employee Stock Purchase 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 7 -----END PRIVACY-ENHANCED MESSAGE-----