-----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, Pi7Y9dtcBu07qLSe3uNave8wwtgdKoqUEbhCSDrLYN/mxqmFZOE3WV/RrWYgU5ME Gsi6S+7UOKPZFIIKKyDFHg== 0000950152-00-000335.txt : 20000203 0000950152-00-000335.hdr.sgml : 20000203 ACCESSION NUMBER: 0000950152-00-000335 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 6 333-91703 FILED AS OF DATE: 20000125 EFFECTIVENESS DATE: 20000125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENT COMMUNICATIONS INC CENTRAL INDEX KEY: 0000913015 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 311492857 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-95323 FILM NUMBER: 512285 BUSINESS ADDRESS: STREET 1: 50 EAST RIVERCENTER BOULEVARD STREET 2: SUITE 180 CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6062920030 MAIL ADDRESS: STREET 1: 50 EAST RIVERCENTER BLVD STREET 2: SUITE 180 CITY: COVINGTON STATE: KY ZIP: 41011 S-1MEF 1 REGENT COMMUNICATIONS, INC. S-1MEF 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 2000 REGISTRATION NO. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- REGENT COMMUNICATIONS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 31-1492857 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER) 4830 (PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER) 50 EAST RIVERCENTER BOULEVARD, SUITE 180 COVINGTON, KENTUCKY 41011 (606) 292-0030 (ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) TERRY S. JACOBS CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER REGENT COMMUNICATIONS, INC. 50 EAST RIVERCENTER BOULEVARD, SUITE 180 COVINGTON, KENTUCKY 41011 (606) 292-0030 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ---------- COPIES TO: ALAN C. ROSSER JONATHAN JEWETT STRAUSS & TROY SHEARMAN & STERLING 150 EAST FOURTH STREET 599 LEXINGTON AVENUE CINCINNATI, OH 45202-4018 NEW YORK, NY 10022 (513) 621-2120 ---------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the "Securities Act") other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ 333-91703. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / ----------
=================================================================================================================================== TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER SHARE OFFERING PRICE REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 3,047,500 $8.50 $25,903,750 $6839 ===================================================================================================================================
(1) Includes 397,500 shares of common stock which the underwriters may purchase to cover overallotments, if any. THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933. 2 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The information in the Registration Statement on Form S-1 filed by Regent Communications, Inc. with the Securities and Exchange Commission (File No. 333-91703) pursuant to the Securities Act of 1933, as amended, and declared effective on January 24, 2000 is incorporated by reference into this Registration Statement. 3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) EXHIBITS. All exhibits filed with or incorporated by reference in Registration Statement No. 333-91703 are incorporated by reference into, and shall be deemed part of, this registration statement, except for the following, which are filed herewith. EXHIBIT NO. DESCRIPTION --- ----------- 5.01 Opinion of Strauss & Troy. 23.01 Consent of PricewaterhouseCoopers LLP, independent accountants. 23.02 Consent of PricewaterhouseCoopers LLP, independent accountants. 23.03 Consent of BDO Seidman, LLP. 23.04 Consent of Stockman Kast Ryan & Company LLP, independent accountants. 23.05 Consent of Strauss & Troy (included in the opinion filed as Exhibit 5.1). (b) FINANCIAL STATEMENT SCHEDULES. Not applicable. 4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. REGENT COMMUNICATIONS, INC. (Registrant) Date: January 24, 2000 By: /s/ Terry S. Jacobs ---------------- ---------------------- Terry S. Jacobs Chairman of the Board, Chief Executive Officer and Treasurer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Terry S. Jacobs Chairman of the Board, Chief January 24, 2000 - ----------------------------------- Executive Officer, Treasurer and Terry S. Jacobs Director (Principal Executive Attorney-in-Fact Officer) /s/ * President, Chief Operating Officer, January 24, 2000 - ----------------------------------- Secretary and Director William L. Stakelin /s/ * Vice President and Chief Financial January 24, 2000 - ----------------------------------- Officer (Principal Financial and Anthony A. Vasconcellos Principal Accounting Officer) /s/ * Vice-Chairman of the Board and January 24, 2000 - ----------------------------------- Director Joel M. Fairman Director - ----------------------------------- R. Glen Mayfield /s/ * Director January 24, 2000 - ----------------------------------- John H. Wyant /s/ * Director January 24, 2000 - ----------------------------------- William H. Ingram /s/ * Director January 24, 2000 - ----------------------------------- Richard H. Patterson Director - ----------------------------------- Kenneth J. Hanau
5 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION --- ----------- 5.01 Opinion of Strauss & Troy. 23.01 Consent of PricewaterhouseCoopers LLP, independent accountants. 23.02 Consent of PricewaterhouseCoopers LLP, independent accountants. 23.03 Consent of BDO Seidman, LLP. 23.04 Consent of Stockman Kast Ryan & Company LLP, independent accountants. 23.05 Consent of Strauss & Troy (included in the opinion filed as Exhibit 5.1). EX-5.01 2 EXHIBIT 5.01 1 Exhibit 5.01 Strauss & Troy The Federal Reserve Building 150 East Fourth Street Cincinnati Ohio 45202-4018 January 24, 2000 Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington D.C. 20549-0404 Ladies and Gentlemen: We have acted as counsel for Regent Communications, Inc., a Delaware corporation (the "Company"), in connection with its Registration Statement on Form S-1 (the "Registration Statement"), relating to the registration pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"), of 3,047,500 shares of the Company's common stock, par value of $.01 per share (the "Common Stock"). We have examined originals or copies certified or otherwise identified to our satisfaction of such records of the Company, agreements and other instruments, certificates of public officials and of officers of the Company and such other documents as we have deemed necessary to form the basis of our opinion expressed herein. Based on the foregoing, we advise you that in our opinion the shares of Common Stock, when issued and delivered in the manner contemplated by the Registration Statement, will be duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the use of our name under the caption "Legal Matters" and to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Strauss & Troy -------------------- Strauss & Troy EX-23.01 3 EXHIBIT 23.01 1 Exhibit 23.01 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated February 16, 1998 relating to the consolidated financial statements of the Park Lane Group and Subsidiaries, which appears in the Company's Registration Statement No. 333-91703. We also consent to the reference to us under the heading "Experts" in this Registration Statement. /s/ PricewaterhouseCoopers LLP ------------------------------ PRICEWATERHOUSE COOPERS LLP Menlo Park, California January 24, 2000 EX-23.02 4 EXHIBIT 23.02 1 Exhibit 23.02 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our reports dated as follows which appear in the registration statement no. 333-9170: March 30, 1999 relating to the consolidated financial statements and financial statement schedule of Regent Communications, Inc., January 30, 1998 relating to the consolidated financial statements and financial statement schedules of Regent Communications, Inc., December 17, 1999 relating to the combined financial statements of Forever of NY, Inc., December 17, 1999 relating to the combined financial statements of New Wave Broadcasting, L.P.'s radio stations, KLAQ-FM, KSII-FM, and KROD-AM. August 10, 1999 relating to the financial statements of Media One Group - Erie, Ltd., February 10, 1998 relating to the financial statements of Continental Radio Broadcasting, L.L.C. and January 9, 1998 relating to the financial statements of Radio Station KZXY (FM) We also consent to the references to us under the headings "Experts" and "Selected Historical Financial Data" in such Registration Statement. PricewaterhouseCoopers LLP Cincinnati, Ohio January 24, 2000 EX-23.03 5 EXHIBIT 23.03 1 Exhibit 23.03 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated January 21, 1998 relating to the consolidated financial statements of Faircom Inc. (which merged with Regent Communications, Inc. on June 15, 1998) which appears in the Company's Registration Statement No. 333-91703. We also consent to the reference to us under the captions, "Selected Historical Financial Data" and "Experts" in this Registration Statement. /s/ BDO Seidman, LLP -------------------- BDO SEIDMAN LLP Melville, New York January 24, 2000 EX-23.04 6 EXHIBIT 23.04 1 Exhibit 23.04 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated January 21, 1998 relating to the consolidated financial statements of the Company which appears in the Company's Registration Statement No. 333-91703. We also consent to the reference to us under the heading "Experts" in this Registration Statement. /s/ Stockman Kast Ryan & Company LLP ------------------------------------ STOCKMAN KAST RYAN & COMPANY LLP Colorado Springs, Colorado January 24, 2000 -----END PRIVACY-ENHANCED MESSAGE-----