-----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, SJcxscVXgZ186rskIhFlzXyS67xZtLFxDPgE6w+9t9ZFP4gAUxLLl+f9kW/3+EIf ZWI/hBVGL21+HibmbPIbNA== 0001047469-99-016576.txt : 19990428 0001047469-99-016576.hdr.sgml : 19990428 ACCESSION NUMBER: 0001047469-99-016576 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 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: 333-77131 FILM NUMBER: 99602153 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 FORM 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) 1997 LONG-TERM INCENTIVE STOCK PLAN ----------------------------------- (Full title of the plan) R. CHRISTOPHER WEBER COPY TO: SENIOR VICE PRESIDENT AND CHIEF RICHARD G. SCHMALZL, ESQ. FINANCIAL OFFICER DOUGLAS D. ROBERTS, ESQ. JACOR COMMUNICATIONS, INC. GRAYDON, HEAD & RITCHEY 50 E. RIVERCENTER BLVD. 511 WALNUT STREET, SUITE 1900 12TH FLOOR CINCINNATI, OHIO 45202 COVINGTON, KENTUCKY 41011 (513) 621-6464 (606) 655-2267 (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Amount of Title of Securities Amount to be offering price per aggregate offering Registration to be Registered Registered share price Fee - ------------------- ------------ ------------------ ------------------ ------------ Common Stock 3,000,000 shares (1) $73.75(2) $221,250,000.00 $61,507.00
- ------------------- (1) Represents the total number of shares of Jacor Communications, Inc. common stock (the "Common Stock") currently reserved for the grant of stock-based awards under the Plan, less 1,800,000 shares previously registered in Registration Statement No. 333-28587. (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 the Common Stock as reported on the Nasdaq National Market on April 20, 1999. This Registration Statement relates to the registration of 3,000,000 additional shares of Jacor Communications, Inc. (the "Registrant") common stock (the "Common Stock"), reserved for issuance and delivery under the Registrant's 1997 Long-Term Incentive Stock Plan (the "Plan"). On June 5, 1997, the Registrant registered 1,800,000 shares of Common Stock reserved for issuance under the Plan with the Securities and Exchange Commission on Form S-3 (Registration Statement No. 333-28587). Pursuant to Instruction E for the Form S-8, the contents of Registration Statement No. 333-28587, including all documents incorporated therein, are incorporated herein by reference. Item 8. EXHIBITS.
Exhibit Description of Exhibit - ------- ---------------------- 5.1 Opinion of Graydon, Head & Ritchey 23.1 Consent of Graydon, Head & Ritchey (included in opinion) 23.2 Consent of PricewaterhouseCoopers 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 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, F. Philip Handy, Director President, Chief Operating Officer and Director April 26, 1999 /s/ Samuel Zell April 26, 1999 /s/ Marc Lasry --------------------------- --------------------------- Samuel Zell, Chairman of Marc Lasry, Director the 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
INDEX TO EXHIBITS
Exhibit Description of Exhibit - ------- ---------------------- 5.1 Opinion of Graydon, Head & Ritchey 23.1 Consent of Graydon, Head & Ritchey (included in opinion) 23.2 Consent of PricewaterhouseCoopers LLP
EX-5.1 2 EXHIBIT 5.1 Exhibit 5.1 April 27, 1999 Jacor Communications, Inc. 50 E. RiverCenter Boulevard 12th Floor Covington, Kentucky 41011 Re: Issuance of 3,000,000 Shares of Common Stock of Jacor Communications, Inc. Gentlemen: We have acted as counsel to Jacor Communications, Inc. (the "Company"), a Delaware corporation, in connection with the registration of 3,000,000 shares of Common Stock of the Company, to be issued under the Company's 1997 Long-Term Incentive Stock Plan (the "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 3,000,000 additional shares of Common Stock being offered under the Plan 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 EX-23.2 3 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-----