-----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, GE5xMd5WgPc0vaiTRcN0cqBCxV9/Cjzk+p0s20g+9AAXOTbN/Ax7rgFsEejR1wHj QJ+V0KJ+1xG2mFbYrDkowQ== 0001047469-99-016572.txt : 19990428 0001047469-99-016572.hdr.sgml : 19990428 ACCESSION NUMBER: 0001047469-99-016572 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990427 EFFECTIVENESS DATE: 19990427 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: SEC FILE NUMBER: 333-77129 FILM NUMBER: 99602145 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 MAIL ADDRESS: STREET 1: 50 EAST RIVERCENTER BLVD 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 S-8 1 S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 1999 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) JACOR COMMUNICATIONS, INC. 1993 STOCK OPTION 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. DOUGLAS D. ROBERTS, ESQ. 50 E. RIVERCENTER BLVD. GRAYDON, HEAD & RITCHEY 12TH FLOOR 511 WALNUT STREET, SUITE 1900 COVINGTON, KENTUCKY 41011 CINCINNATI, OHIO 45202 (606) 655-2267 (513) 621-6464 (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------ TITLE OF AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF SECURITIES REGISTERED(1) MAXIMUM MAXIMUM REGISTRATION TO BE OFFERING PRICE AGGREGATE FEE REGISTERED PER SHARE OFFERING PRICE - ------------------------------------------------------------------------------------ Common Stock 59,382 shares $ 14.43 $ 856,882.00 $ 238.00 - ------------------------------------------------------------------------------------ Common Stock 49,000 shares $ 15.00 $ 735,000.00 $ 204.00 - ------------------------------------------------------------------------------------ Common Stock 49,000 shares $ 15.60 $ 764,400.00 $ 212.00 - ------------------------------------------------------------------------------------ Common Stock 229,000 shares $ 21.25 $ 4,866,250.00 $1,352.00 - ------------------------------------------------------------------------------------ Common Stock 122,000 shares $23.375 $ 2,851,750.00 $ 792.00 - ------------------------------------------------------------------------------------ Common Stock 94,336 shares $26.125 $ 2,464,528.00 $ 685.00 - ------------------------------------------------------------------------------------ Common Stock 47,164 shares $28.738 $ 1,355,399.00 $ 376.00 - ------------------------------------------------------------------------------------ Common Stock 52,000 shares $24.060 $ 1,251,120.00 $ 347.00 - ------------------------------------------------------------------------------------ Common Stock 26,000 shares $25.470 $ 662,220.00 $ 184.00 - ------------------------------------------------------------------------------------ Common Stock 25,000 shares $26.905 $ 672,625.00 $ 186.00 - ------------------------------------------------------------------------------------ Common Stock 30,000 shares $28.624 $ 858,720.00 $ 238.00 - ------------------------------------------------------------------------------------ Common Stock 3,000 shares $28.905 $ 86,715.00 $ 24.00 - ------------------------------------------------------------------------------------ Common Stock 64,118 shares $28.625 $13,285,377.00 $3,693.00 - ------------------------------------------------------------------------------------
(1) Represents the total number of shares of Jacor Communications, Inc. common stock issuable upon the exercise of stock options previously granted under the 1993 Stock Option Plan at the exercise price shown as the proposed maximum offering price per share in accordance with Rule 457(h). 2 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 register an additional 1,250,000 shares of its common stock relating to the Registrant's 1993 Stock Option Plan (the "Plan"). The Registrant previously filed a Form S-8, Registration No. 33-61719, with respect to the shares being registered hereby on August 10, 1995. Registration No. 33-61719 was inadvertently omitted from the accountant's consent in the Registrant's Forms 10-K for the years ended December 31, 1995 and 1996. Therefore, the Registrant is filing this new Registration Statement on Form S-8 with respect to the additional 1,250,000 available for issuance under the Plan. The Registrant previously registered 1,519,218 shares of its common stock eligible for issuance under the Plan on its Form S-8, Registration No. 33-65126, filed with the Commission on June 28, 1993. The Registrant incorporates herein by reference the contents of such prior Form S-8, Registration No. 33-65126. Item 8. EXHIBITS.
Exhibit Description of Exhibit - ------- ---------------------- 4.1 Amendment No. 1 to Jacor Communications, Inc. 1993 Stock Option Plan 5.1 Opinion of Graydon, Head & Ritchey 23.1 Consent of Graydon, Head & Ritchey (included in opinion) 23.2 Consent of PricewaterhouseCoopers LLP
3 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 26th day of April, 1999. 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 dates indicated. April 26, 1999 /s/ Randy Michaels April 26, 1999 /s/ Rod F. Dammeyer ------------------------------- ----------------------------- Randy Michaels, Chief Rod F. Dammeyer, Director Executive Officer and Director April 26, 1999 /s/ Robert L. Lawrence April 26, 1999 /s/ F. Philip Handy ------------------------------- ----------------------------- Robert L. Lawrence, President, F. Philip Handy, Director Chief Operating Officer and Director April 26, 1999 /s/ Samuel Zell April 26, 1999 /s/ Marc Lasry ------------------------------- ----------------------------- Samuel Zell, Chairman of the Marc Lasry, Director Board and Director April 26, 1999 /s/ Sheli Z. Rosenberg April 26, 1999 /s/ Mary Agnes Wilderotter ------------------------------- ----------------------------- Sheli Z. Rosenberg, Vice Mary Agnes Wilderotter, Chairman and Director Director April 26, 1999 /s/ John W. Alexander April 26, 1999 /s/ R. Christopher Weber ------------------------------- ----------------------------- John W. Alexander, Director R. Christopher Weber, Senior Vice President and Chief Financial April 26, 1999 /s/ Peter C. B. Bynoe Officer (Principal Accounting and ------------------------------- Financial Officer) Peter C. B. Bynoe, Director
4 INDEX TO EXHIBITS
Exhibit Description of Exhibit - ------- ---------------------- 4.1 Amendment No. 1 to Jacor Communications, Inc. 1993 Stock Option Plan 5.1 Opinion of Graydon, Head & Ritchey 23.1 Consent of Graydon, Head & Ritchey (included in opinion) 23.2 Consent of PricewaterhouseCoopers LLP
5 EX-4.1 2 EXHIBIT 4.1 Exhibit 4.1 AMENDMENT TO THE JACOR COMMUNICATIONS, INC. 1993 STOCK OPTION PLAN (as adopted by the Company's shareholders on May 17, 1995) RESOLVED, that the Jacor Communications, Inc. 1993 Stock Option Plan paragraph 4 is amended to read in its entirety as follows: 4. Shares Subject to Plan. Subject to adjustments provided in paragraph 13 hereof, the number of shares of Common Stock which may be delivered pursuant to the exercise of ISOs granted under the Plan shall be 2,769,218 shares. The aggregate number of shares of Common Stock which may be delivered pursuant to the exercise of Options granted under the Plan shall not exceed 2,769,218 shares. Such shares may consist, either in whole or in part, of the Company's authorized and issued Common Stock reacquired by the Company and held in its Treasury, as may from time to time be determined by the Board. If an Option granted under the Plan is surrendered, expires unexercised or for any reason ceases to be exercisable in whole or in part, the shares of Common Stock issuable pursuant to such Option, but as to which such Option has not been exercised, shall again be available for the purposes of the Plan. 6 EX-5.1 3 EXHIBIT 5.1 Exhibit 5.1 April 27, 1999 Jacor Communications, Inc. 50 E. RiverCenter Boulevard 12th Floor Covington, Kentucky 41011 Re: Sale of 1,250,000 Shares of Common Stock of Jacor Communications, Inc. Pursuant to the Company's Form S-8 Registration Statement relating to the Jacor Communications, Inc. 1993 Stock Option Plan Gentlemen: We have acted as counsel to Jacor Communications, Inc. (the "Company"), a Delaware corporation, in connection with the registration of 1,250,000 shares of Common Stock of the Company, all of which may be issued and sold under the Company's 1993 Stock Option Plan, as set forth in the Form S-8 Registration Statement filed by the Company with the Securities and Exchange Commission on April 27, 1999. 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 1,250,000 additional 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. Very truly yours, GRAYDON, HEAD & RITCHEY By: /s/ Richard G. Schmalzl ----------------------------------- Richard G. Schmalzl, Partner 7 EX-23.2 4 EXHIBIT 23.2 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 of our report dated February 12, 1999, on our audits of the consolidated financial statements of Jacor Communications, Inc. and Subsidiaries as of December 31, 1998 and 1997 and for the years ended December 31, 1998, 1997 and 1996, which report is included in Jacor Communications, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1998. PricewaterhouseCoopers LLP Cincinnati, Ohio April 26, 1999 -----END PRIVACY-ENHANCED MESSAGE-----