-----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, Jd2VM55XTM6EIhGlvOMEhVvXWJurv/r0gIQb2F4k5LeC4qtBnWnJwZqLUOLsTUwY +gVJ1iF3MEylhAwgjBwghA== 0000950152-01-506214.txt : 20020412 0000950152-01-506214.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950152-01-506214 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20011206 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-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-74704 FILM NUMBER: 1808237 BUSINESS ADDRESS: STREET 1: 100 EAST RIVERCENTER BOULEVARD STREET 2: 9TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6062920030 MAIL ADDRESS: STREET 1: 100 EAST RIVERCENTER BLVD STREET 2: 9TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 S-3 1 l91819as-3.txt REGENT COMMUNICATIONS, INC. FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 6, 2001 REGISTRATION NO. 333-___________________ ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REGENT COMMUNICATIONS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 31-1492857 - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) -------------- 100 EAST RIVERCENTER BOULEVARD, 9TH FLOOR, COVINGTON, KENTUCKY 41011 (859) 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. 100 EAST RIVERCENTER BOULEVARD, 9TH FLOOR COVINGTON, KENTUCKY 41011 (859) 292-0030 (Name, address, including zip code and telephone number, including area code, of agent for service) --------------- COPIES OF COMMUNICATIONS TO: Douglas D. Roberts, Esq. Christine Oliver Hines, Esq. Graydon Head & Ritchey LLP 1900 Fifth Third Center 511 Walnut Street Cincinnati, Ohio 45202 Phone: (513) 621-6464 Fax: (513) 651-3836 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES 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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] 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. [ ] 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 the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
- ----------------------------- -------------------- -------------------------- ----------------------------- --------------------- TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED(1) OFFERING PRICE PER UNIT(2) AGGREGATE OFFERING PRICE(2) REGISTRATION FEE(3) - ----------------------------- -------------------- -------------------------- ----------------------------- --------------------- COMMON STOCK, $.01 PAR 900,000 SHARES $6.13 $5,517,000.00 $1,318.56 VALUE PER SHARE - ----------------------------- -------------------- -------------------------- ----------------------------- ---------------------
(1) In addition, pursuant to Rule 416, this registration statement covers such additional shares as may be issued by reason of stock splits, stock dividends or similar transactions. (2) Estimated solely for the purpose of computing the registration fee based upon the average of the high and low prices of the common stock of Regent as reported on The Nasdaq National Market on November 29, 2001, in accordance with Rule 457(c) of the General Rules and Regulations under the Securities Act of 1933, as amended. (3) The registration fee of $1,318.56 was calculated pursuant to Rule 457(c) of the General Rules and Regulations under the Securities Act of 1933 by multiplying (A) .000239 by (B) the proposed maximum offering price. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. SUBJECT TO COMPLETION, DATED DECEMBER 6, 2001 PROSPECTUS REGENT COMMUNICATIONS, INC. 900,000 SHARES OF COMMON STOCK ---------------------------------------------------- The persons identified in "Selling Stockholders" beginning on page 6 are offering to sell 900,000 shares of common stock of Regent Communications, Inc. All offers and sales will be made as described in "Plan of Distribution" beginning on page 8. The sale price for these shares may vary from transaction to transaction. Any sales commissions may also vary. Regent common stock is traded on The Nasdaq National Market under the symbol "RGCI." ------------------------------------------------------------ FOR A DESCRIPTION OF CERTAIN SIGNIFICANT CONSIDERATIONS IN CONNECTION WITH THE SHARES AND RELATED MATTERS DESCRIBED IN THIS DOCUMENT, SEE "RISK FACTORS" BEGINNING ON PAGE 2. ------------------------------------------------------------ NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------------------------------------------ THE INFORMATION IN THIS DOCUMENT IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT ISSUE THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS DOCUMENT IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. The date of this prospectus is ____________, 2001 --------------------------------- TABLE OF CONTENTS PAGE SUMMARY...................................................................1 RISK FACTORS..............................................................2 FORWARD-LOOKING STATEMENTS................................................5 USE OF PROCEEDS...........................................................5 SELLING STOCKHOLDERS......................................................5 PLAN OF DISTRIBUTION......................................................8 LEGAL MATTERS.............................................................9 EXPERTS...................................................................9 WHERE YOU CAN FIND MORE INFORMATION......................................10 INCORPORATION OF REFERENCE...............................................10 --------------------------------- YOU SHOULD RELY ONLY ON INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL TO SELL THESE SECURITIES. SUMMARY This summary highlights information contained elsewhere or incorporated by reference in this prospectus. This summary does not contain all of the information that you should consider before you make an investment decision. You should carefully read this entire prospectus, including the "Risk Factors" section, and the documents we have referred you to, including the documents incorporated herein by reference, before making your investment decision. REGENT COMMUNICATIONS, INC. We are a radio broadcasting company focused on acquiring, developing and operating radio stations in middle and small-sized markets. We were founded in 1996 by Terry S. Jacobs and William L. Stakelin, who have more than 60 years of combined experience in establishing, growing and operating radio broadcasting companies. Our acquisition strategy is to expand within our existing markets and to enter into new middle and small-sized markets in which we believe we can effectively execute our operating strategies. After entering a market, we seek to acquire additional stations that will allow us to reach a wider range of demographic groups to appeal to advertisers and increase revenue. We also integrate these stations into our existing operations in an effort to achieve substantial cost savings. Our strong management team has successfully executed this strategy and has strengthened our operations by selling stations in various markets that did not fit within our existing strategy and by exiting our smallest markets as planned. Our principal executive offices are located at 100 East RiverCenter Boulevard, 9th Floor, Covington, Kentucky 41011 and our telephone number is (859) 292-0030. For more detailed information about us, please see our Annual Report on Form 10-K for the year ended December 31, 2000; our Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 2001; our Proxy Statement dated April 19, 2001; and the description of our common stock contained in our registration statement filed under the Securities and Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description, which are incorporated into this document by reference. See "Where You Can Find More Information." SECURITIES TO BE REGISTERED Issuer.......................... Regent Communications, Inc. Common Stock Offered............ 900,000 shares Use of Proceeds ................ We will not receive any proceeds from the sale of the common stock by the selling stockholders. Trading.......................... Our stock is listed on The Nasdaq Stock Market's National Market under the symbol "RGCI." 1 RISK FACTORS You should carefully consider the following risk factors in addition to the other information in this prospectus before purchasing shares of our common stock. Each of these risk factors could adversely affect our business, operating results and financial condition, as well as the value of an investment in our common stock. WE HAVE A HISTORY OF NET LOSSES THAT MAY CONTINUE IN THE FORESEEABLE FUTURE. We had net income of approximately $13.9 million for the year ended December 31, 2000, primarily due to a gain of approximately $17.5 million which we recognized on an exchange of radio stations with Clear Channel Communications, Inc. We had a net loss of $6.8 million for the year ended December 31, 1999. The primary reasons for our losses in 2000, when excluding the gain on our exchange of radio stations, and 1999, are significant charges for depreciation and amortization relating to the acquisitions of radio stations and interest charges on our outstanding debt. As we acquire additional stations, some of these charges will probably increase. We may continue to experience net losses in the future. OUR ACQUISITION STRATEGY MAY NOT BE SUCCESSFUL. We have experienced rapid growth, and intend to continue our aggressive growth strategy, by acquiring radio stations in middle and small-sized markets. This strategy is subject to a variety of risks, including the: - increase in prices for radio stations due to increased competition for acquisition opportunities; - reduction in the number of suitable acquisition targets resulting from continued industry consolidation; - inability to negotiate definitive purchase agreements on satisfactory terms; - loss of key employees of acquired stations; - diversion of management's attention from other business concerns; - inability to sell any non-performing station; and - failure or unanticipated delays in completing acquisitions due to difficulties in obtaining required regulatory approvals. If we are unable to grow as planned, we may not be able to compete successfully with larger broadcasting companies and other media. IF WE ARE UNABLE TO MANAGE EFFECTIVELY OUR PLANNED RAPID GROWTH, OUR OPERATIONS AND REVENUES COULD SUFFER. We have grown substantially in a relatively short period of time and we intend to grow rapidly in the future. To manage our growth successfully, we must, among other things, continue to develop our financial and management controls and management information systems, stringently control our costs, increase our marketing activities, attract and retain qualified management personnel, and train new personnel. WE MAY NOT BE ABLE TO OBTAIN SUFFICIENT ADDITIONAL FINANCING FOR FUTURE ACQUISITIONS. Depending upon the nature, size and timing of our acquisitions, we may require financing in excess of that available under our bank credit facility. We cannot assure you that our bank credit facility or any other agreements to which we are a party will permit additional borrowings at the desired times. Nor can we assure you that additional and/or alternative financing from other sources will be available to us or, if available, that the financing would be on terms acceptable to us. 2 RESTRICTIONS AND LIMITATIONS IMPOSED UNDER OUR CREDIT FACILITY COULD ADVERSELY AFFECT OUR ABILITY TO OPERATE OUR BUSINESS AND IMPLEMENT OUR STRATEGY. Our credit facility restricts, subject to certain conditions, among other things, our ability to: - incur additional indebtedness and/or liens; - pay dividends or make certain other restricted payments; - enter into certain transactions with affiliates; - merge or consolidate with any other person; or - sell, assign, transfer, lease, convey, or otherwise dispose of all or substantially all of our assets. WE MAY LOSE AUDIENCE SHARE AND ADVERTISING REVENUE TO COMPETING RADIO STATIONS. Our radio stations compete with other radio stations in each market for audience share and advertising revenue. Our advertising revenue primarily depends upon our stations' audience share in the demographic groups targeted by our advertisers. If a competing station converts to a format similar to that of one of our stations, or if one of our competitors strengthens its operations, our stations could suffer a reduction in ratings and advertising revenue. Other radio companies which are larger and have more resources may also enter our markets. Although we believe our stations are well positioned to compete, we cannot assure you that our stations will maintain or increase their current ratings or advertising revenue. WE MAY LOSE AUDIENCE SHARE AND ADVERTISING REVENUE TO INDIRECT COMPETITORS. We also compete with other media such as television, newspapers, direct mail and outdoor advertising for advertising revenue. The radio broadcasting industry is also facing competition from new media technologies that are being developed, such as the following: - audio programming by cable television systems, direct broadcasting satellite systems and other digital audio broadcasting formats; - satellite-delivered digital audio radio service, which could result in the introduction of several new satellite radio services with sound quality equivalent to that of compact discs; and - in-band-on-channel digital radio and new low power FM radio, which could provide radio services in the same frequency range currently occupied by traditional FM and AM radio services. A loss of audience share to these media could result in decreased advertising revenue for us. WE MAY LOSE ADVERTISING REVENUE FOLLOWING THE SEPTEMBER 11TH TERRORIST ATTACKS. At the time of the September 11th attacks, we decided that the public interest would be best served by the presentation of continuous commercial-free coverage of the unfolding events on our stations. This decision resulted in a loss of advertising revenue for our stations. Due to the continued uncertainties surrounding the U.S. response to the terrorist attacks, we cannot assure you that we will not experience similar losses in the near future. Additionally, the economic uncertainty fueled by the attacks and the ongoing war on terrorism, on top of an already sluggish economy, could cause our advertisers to reduce spending, which could decrease our revenues. 3 AN ECONOMIC DOWNTURN IN ANY OF OUR MARKETS COULD ADVERSELY AFFECT OUR REVENUE AND CASH FLOW. Our stations are located in a relatively small number of markets. A significant decline in net broadcasting revenue from our stations in any one of our markets could have a material adverse effect on our operations and financial condition. THE LOSS OF KEY PERSONNEL COULD DISRUPT THE MANAGEMENT OF OUR BUSINESS. Our business depends upon the continued efforts, abilities and expertise of Terry S. Jacobs, William L. Stakelin and our other executive officers and key employees. We believe that the unique combination of skills and experience possessed by these individuals would be difficult to replace and that, in particular, the loss of Mr. Jacobs or Mr. Stakelin would have a material adverse effect on us. These adverse effects could include the impairment of our ability to execute our acquisition and operating strategies and a decline in our standing in the radio broadcast industry. We do not presently have, and are not seeking, "key man" insurance on the life of Mr. Jacobs or Mr. Stakelin. WE COULD EXPERIENCE DELAYS IN EXPANDING OUR BUSINESS DUE TO ANTITRUST LAWS AND OTHER REGULATORY CONSIDERATIONS. The Federal Trade Commission, the United States Department of Justice and the Federal Communications Commission carefully review proposed transactions under their respective regulatory authority focusing on the effects on competition, the number of stations owned in a market and/or the effects on concentration of market revenue share. Any delay, prohibition or modification required by such regulatory authorities could adversely affect the terms of a proposed transaction or could require us to abandon an otherwise attractive opportunity. We have experienced delays from time to time in connection with some of our acquisitions. IF WE COULD NOT RENEW OUR FCC LICENSES, OUR BUSINESS WILL BE IMPAIRED. Our business is dependent upon maintaining our broadcasting licenses issued by the FCC, which are issued currently for a maximum term of eight years. Our broadcasting licenses will expire between 2004 and 2006. We cannot assure you that our pending or future renewal applications will be approved, or that such renewals will not include conditions or qualifications that could adversely affect our operations. Moreover, governmental regulations and policies may change over time and we cannot assure you that such changes would not have a material adverse impact upon our business, financial condition and results of operations. IF WE DEFAULT UNDER OUR CREDIT FACILITY, WE MAY NOT BE ABLE TO REPAY SUCH INDEBTEDNESS. Our credit facility requires us to maintain specified financial ratios and satisfy certain financial condition tests. A breach of these or any other credit facility restrictions could result in a default under our credit facility. If an event of default occurs, then our credit facility lenders could declare all amounts outstanding, including accrued interest, immediately due and payable. If our credit facility indebtedness were accelerated, our assets may not be sufficient to repay in full such indebtedness and our other indebtedness. WE HAVE ESTABLISHED CERTAIN ANTI-TAKEOVER MEASURES THAT COULD PREVENT AN ACQUISITION OR CHANGE OF CONTROL OF OUR COMPANY. Some of the provisions of our charter and bylaws could discourage, delay or prevent an acquisition or change of control of our company even if our stockholders believe the change in control would be in our and their best interests and even if the transaction might be at a premium price. These provisions: - permit the Board of Directors to increase its own size and fill the resulting vacancies; - permit the Board of Directors, without stockholder approval, to issue preferred stock with such dividend, liquidation, conversion, voting and other rights as the Board may determine; and - limit the persons who may call special meetings of stockholders. 4 In addition, Section 203 of the Delaware General Corporation Law also imposes restrictions on mergers and other business combinations between us and any holder of 15.0% or more of our common stock. STOCKHOLDERS OWNING A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK MAY RESELL SHARES INTO THE MARKET, WHICH COULD CAUSE THE MARKET PRICE OF OUR COMMON STOCK TO DROP SIGNIFICANTLY. During and following the periods in which sales of the shares offered hereby may be made, stockholders owning a substantial number of currently restricted shares of our common stock may be free to resell their shares, in accordance with registration rights, Rule 144, or otherwise. From time to time, we may also issue additional shares of our common stock in acquisitions and/or in public or private offerings. As restrictions on resale end, and as additional shares may be issued by us, the market price of our common stock could drop significantly if the holders of these shares sell them, or are perceived by the market as intending to sell them. FORWARD-LOOKING STATEMENTS This prospectus includes forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements are subject to a number of risks, uncertainties and assumptions about us, including, among other things: - general economic and business conditions, both nationally and in our markets, including the ongoing impact of the September 11, 2001 tragedy and the war on terrorism; - our expectations and estimates concerning future financial performance, financing plans and the impact of competition; - anticipated trends in the radio business; - existing and future regulations affecting the radio business; - our acquisition opportunities; and - other risk factors set forth in the "Risk Factors" section of this prospectus. In addition, in this prospectus, the words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar expressions, as they relate to us, our business or our management, are intended to identify forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. USE OF PROCEEDS We will not receive any proceeds from the sale of the common stock by the selling stockholders. See "Selling Stockholders". SELLING STOCKHOLDERS The shares of common stock offered hereby were issued to the selling stockholders in a private placement offering pursuant to which we entered into a stock purchase agreement dated as of November 26, 2001 with each selling stockholder. 5 Pursuant to the terms of the stock purchase agreements, we agreed to file with the SEC a registration statement under the Securities Act and maintain its effectiveness until the earlier of (i) two years after the closing of the offering, (ii) the date on which all shares offered hereby can be sold without restriction by the volume limitations of Rule 144(e) of the Securities Act, or (iii) such time as all shares offered hereby have been sold pursuant to the registration statement. The following table sets forth certain information with respect to the selling stockholders and the number of shares of common stock which may be sold pursuant to this document. Information regarding the number of shares held by a selling stockholder prior to the registration contemplated hereby has been obtained from the selling stockholders. Except as noted, none of the selling stockholders has, or within the past three years has had, any position, office or other material relationship with us or any of our predecessors.
Number of Percentage of shares of common stock common held after stock held completion of Number of shares Number of shares of assuming the the sale of held prior to the common stock sale of all the common sales of shares which may be sold shares offered stock Name and address of registered pursuant to this pursuant to registered selling stockholder hereunder(1) prospectus this prospectus hereunder ------------------- ------------ ---------- --------------- --------- U.S. BANCORP PIPER JAFFRAY ASSET 3,900 3,900 0 * MANAGEMENT FOR BENEFIT OF MILAUKEE FOUNDATION MICROCAP 1555 North River Center Drive, Suite 210 Milwaukee, WI 53202-3958 U.S. BANCORP PIPER JAFFRAY ASSET 400 400 0 * MANAGEMENT FOR BENEFIT OF WM CHESTER SMALL CAP 1555 North River Center Drive, Suite 210 Milwaukee, WI 53202-3958 U.S. BANCORP PIPER JAFFRAY ASSET 211,500 211,500 0 * MANAGEMENT FOR BENEFIT OF FIRST AMERICAN MICROCAP FUND 1555 North River Center Drive, Suite 210 Milwaukee, WI 53202-3958 U.S. BANCORP PIPER JAFFRAY ASSET 11,300 11,300 0 * MANAGEMENT FOR BENEFIT OF FRANTSCHI MICROCAP 1555 North River Center Drive, Suite 210 Milwaukee, WI 53202-3958 U.S. BANCORP PIPER JAFFRAY ASSET 500 500 0 * MANAGEMENT FOR BENEFIT OF ES TALLMADGE RES. 1555 North River Center Drive, Suite 210 Milwaukee, WI 53202-3958
6 U.S. BANCORP PIPER JAFFRAY ASSET 5,600 5,600 0 * MANAGEMENT FOR BENEFIT OF POSNER PARTNERS MICROCAP 1555 North River Center Drive, Suite 210 Milwaukee, WI 53202-3958 U.S. BANCORP PIPER JAFFRAY ASSET 500 500 0 * MANAGEMENT FOR BENEFIT OF JANE PETIT MICROCAP 1555 North River Center Drive, Suite 210 Milwaukee, WI 53202-3958 FIRSTAR BANK NA, AGENT 13,300 13,300 0 * LYNDHURST ASSOCIATESMICROCAP FUND 1555 North River Center Drive, Suite 210 Milwaukee, WI 53202-3958 MARSHALL & ISLEY TRUST COMPANY 3,000 3,000 0 * CUSTODIAN FOR THE MILWAUKEE JEWISH FEDERATION 1000 North Water Street, 14th Floor Milwaukee, WI 53202 EDGE CAPITAL, L.P. 100,000 100,000 0 * 599 Lexington Avenue, 36th Floor New York, NY 10022 POGUE CAPITAL INTERNATIONAL, LTD. 52,000 52,000 0 * c/o Pogue Capital 60 Patterson Avenue Greenwich, CT 06830 OXA TRADE & FINANCE, INC. 35,000 35,000 0 * c/o Pogue Capital 60 Patterson Avenue Greenwich, CT 06830 CODITEC INTERNATIONAL LTD - E - 13,000 13,000 0 * VBL c/o Pogue Capital 60 Patterson Avenue Greenwich, CT 06830 BLUE CHIP CAPITAL FUND III 563,636 200,000 363,636 1.02% LIMITED PARTNERSHIP (2) 1100 Chiquita Center, 250 East Fifth Street Cincinnati, OH 45202 SILVERFIN & COMPANY 102,900 12,800 90,100 * 225 Franklin Street Receive Department Concourse Level Boston, MA 02101 CAPITAL BLUE CROSS RETIREMENT PLAN 24,500 3,200 21,300 * c/o Allfirst Trust MC 900-0205, 3607 Derry Street Harrisburg, PA 17111 CLIPPERSHIP & COMPANY 720,800 90,800 630,000 1.77% 225 Franklin Street Receive Department Concourse Level Boston, MA 02101
7 PITT & COMPANY 737,200 83,000 654,200 1.84% 14 Wall Street, 4th Floor, Window 43-44 New York, NY 10005 MELLON TRUST COMPANY 373,300 45,900 327,400 * TRUSTEE FOR NYNEX MASTER PENSION TRUST 120 Broadway, 13th Floor New York, NY 10271 CAPITAL BLUE CROSS 29,100 3,800 25,300 * 120 Broadway, 13th Floor New York, NY 10271 SILVERBASS & COMPANY 39,600 4,900 34,700 * 225 Franklin Street Receive Department Concourse Level Boston, MA 02101 PALMSAIL & COMPANY 43,300 5,600 37,700 * 225 Franklin Street Receive Department Concourse Level Boston, MA 02101
- -------------------- (1) The Commission has defined beneficial ownership to include sole or shared voting or investment power with respect to a security or right to acquire beneficial ownership of a security within 60 days. The number of shares indicated are owned with sole voting and investment power unless otherwise noted. (2) Blue Chip Venture Company, Ltd. is the general partner of Blue Chip Capital Fund Limited Partnership (Blue Chip III). Blue Chip Venture Company, Ltd. has indicated that it exercises sole voting and dispositive power over the shares held by Blue Chip III. John H. Wyant, a director of Regent, is a beneficial owner and manager of Blue Chip Venture Company, Ltd. Mr. Wyant exercises shared voting and investment powers with respect to the securities beneficially owned by Blue Chip Venture Company, Ltd., but disclaims beneficial ownership of those securities. * Represents less than one percent of the outstanding shares of common stock. PLAN OF DISTRIBUTION The selling stockholders named in this document and other persons described below may offer these shares for sale. Additional persons may be named or described in one or more amendments or supplements to this document. Offers and sales of these shares may be subject to certain delay periods described below. Under the stock purchase agreements, we are required to maintain the effectiveness of the registration statement until the earlier of (i) two years after the closing of the offering, (ii) the date on which all shares offered hereby can be sold without restriction by the volume limitations of Rule 144(e) of the Securities Act, or (iii) such time as all shares offered hereby have been sold pursuant to the registration statement. Under the terms of the stock purchase agreements, we may suspend the effectiveness of the registration statement for certain periods of time during which the shares offered hereby will not be able to be resold. We shall provide written notice to each selling stockholder at the beginning and end of each delay period. In the event of any suspension, we will use our best efforts to cause the suspended registration statement to be resumed as soon as reasonably practicable within 20 business days after the delivery of the suspension notice to the selling stockholders. Notwithstanding the foregoing, the selling stockholders shall not be prohibited from selling the shares offered hereby as a result of a suspension on more than two occasions of not more than 20 business days each in any twelve month period, unless, in the good faith judgment of our board of directors, upon the written opinion of counsel, the sale of such shares would be reasonably likely to cause a violation of the Securities Act or the Exchange Act and result in our liability. Subject in all cases to the restrictions in the stock purchase agreements described above, any distribution hereunder of the common stock by the selling stockholders may be effected from time to time in one or more of the following transactions: (1) through brokers, acting as principal or agent, in transactions (which may involve block transactions) on the Nasdaq National Market or otherwise, at market prices obtainable at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, (2) to underwriters who will acquire 8 shares of common stock for their own account and resell such shares in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale (any public offering price and any discount or concessions allowed or reallowed or paid to dealers may be changed from time to time), (3) directly or through brokers or agents in private sales at negotiated prices, (4) to lenders pledged as collateral to secure loans, credit or other financing arrangements and any subsequent foreclosure, if any, thereunder, (5) to or through trusts created by the selling stockholders, or (6) by any other legally available means. Also, offers to purchase the common stock may be solicited by agents designated by the selling stockholders from time to time. Underwriters or other agents participating in an offering made pursuant to this document (as amended or supplemented from time to time) may receive underwriting discounts and commissions under the Securities Act, and discounts or concessions may be allowed or reallowed or paid to dealers, and brokers or agents participating in such transactions may receive brokerage or agent's commissions or fees. In connection with distributions of the shares of common stock offered hereby or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of the shares of common stock offered hereby in the course of hedging the positions they assume with selling stockholders. The selling stockholders may also sell short and redeliver the shares to close out such short portions. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution of the shares of common stock offered hereby, which shares such broker-dealer or other financial institution, may resell pursuant to this document (as supplemented or amended to reflect such transaction). The selling stockholders may also pledge the shares of common stock offered hereby to a broker-dealer or other financial institution and, upon a default, such broker-dealer or other financial institution may effect sales of the pledged common stock pursuant to this document (as supplemented or amended to reflect such transaction). Certain costs, expenses and fees in connection with the registration of the shares of common stock offered hereby will be borne by us. Commissions, discounts, underwriting or advisory fees, broker's fees and transfer taxes, if any, attributable to the sales of the shares of common stock offered hereby will be borne by the selling stockholders. The selling stockholders have agreed to indemnify us, each of our directors and officers, and each person, if any, who controls us within the meaning of the Securities Act, against certain liabilities in connection with the offering of the shares of common stock offered hereby pursuant to this document, including liabilities arising under the Securities Act. In addition, we have agreed to indemnify the selling stockholders against certain liabilities in connection with the offering of the shares of common stock pursuant to this document, including liabilities arising under the Securities Act. Brokers, dealers and other persons who sell these shares may be deemed to be "underwriters" for purposes of the Securities Act of 1933. However, no one has conceded that they will be acting as an "underwriter" in selling these shares. This document may be amended and supplemented from time to time to describe a specific plan of distribution. In addition, any securities covered by this document which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this document. LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for us by Graydon Head & Ritchey LLP, Cincinnati, Ohio. EXPERTS The financial statements incorporated in this Registration Statement on Form S-3 by reference to the Annual Report on Form 10-K for the year ended December 31, 2000, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. 9 WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the SEC. Stockholders may read and copy reports, proxy statements and other information filed by us at the SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549; 233 Broadway, New York, New York 10279; or Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Please call the SEC at 1-800-SEC-0330 for further information about the public reference rooms. Our reports, proxy statements and other information are also available from commercial document retrieval services and at the SEC's website located at http://www.sec.gov. We have filed a registration statement to register with the SEC the shares of common stock offered hereby. This document is part of that registration statement and constitutes a prospectus of Regent. As allowed by SEC rules, this document does not contain all the information that stockholders can find in our registration statement or the exhibits to our registration statement. INCORPORATION OF REFERENCE The SEC allows us to "incorporate by reference" information into this document, which means that we can disclose important information to stockholders by referring them to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this document, except for any information superseded by information contained directly in the other document. This document incorporates by reference the documents set forth below: - Our Annual Report on Form 10-K for the year ended December 31, 2000; - our Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 2001; - our Proxy Statement dated April 19, 2001; and - the description of our common stock contained in our registration statement filed under the Securities and Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description. Additional documents that we may file with the SEC between the date of this document and the date of the sale of the shares of common stock offered hereby are also incorporated by reference. These include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements. Copies of any of the documents incorporated by reference (excluding exhibits unless specifically incorporated therein) are available without charge upon written or oral request from Anthony A. Vasconcellos, Chief Financial Officer of Regent Communications, Inc., 100 East RiverCenter Boulevard, 9th Floor, Covington, Kentucky 41011 (telephone number: (859) 292-0030). YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS DOCUMENT TO MAKE YOUR DETERMINATION ON WHETHER OR NOT TO MAKE AN INVESTMENT IN THE SHARES OF OUR COMMON STOCK OFFERED HEREBY. NO ONE HAS BEEN AUTHORIZED TO PROVIDE ANY INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS DOCUMENT. THIS DOCUMENT IS DATED ________________, 2001. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, AND NEITHER THE DELIVERY OF THIS DOCUMENT NOR THE SALE OF OUR COMMON STOCK WILL CREATE ANY IMPLICATION TO THE CONTRARY. 10 INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following is an itemized statement of the fees and expenses (all but the SEC fees are estimates) in connection with the issuance and distribution of the shares of common stock being registered hereunder. All such fees and expenses shall be borne by Regent except for underwriting discounts and commissions and transfer taxes, if any, with respect to any shares being sold by the selling stockholders. Commission Registration Fees...................................... $ 1,318.56 Nasdaq National Market Listing Fee................................ $ -0- Blue Sky fees and expenses........................................ $ -0- Printing and engraving expenses................................... $ 500.00 Transfer agent and registrar fee and expenses..................... $ -0- Attorneys fees and expenses....................................... $ 10,000.00 Accounting fees and expenses...................................... $ 3,000.00 Miscellaneous..................................................... $ -0- Total................................................... $ 14,818.56 ============
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS As permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware (the "DGCL"), the Certificate of Incorporation of the Registrant provides that a director of the Registrant shall not be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the Certificate of Incorporation of the Registrant requires that the liability of a director of the Registrant must be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Further, any repeal or modification of this provision of the Certificate of Incorporation of the Registrant by the stockholders of the Registrant shall not adversely affect any right or protection of a director of the Registrant existing at the time of such repeal or modification. In accordance with Section 145 of the DGCL, the Certificate of Incorporation and the Amended and Restated By-laws of the Registrant provide that the Registrant shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is threatened to be made a party, or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he, or a person for whom he is a legal representative, is or was a director, officer, employee or agent of the Registrant or is or was serving at the request of the Registrant as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The indemnification and advancement of expenses pursuant to the Certificate of Incorporation and By-laws are not exclusive of any other rights which the person seeking indemnification may have under any statute, provision of such Certificate of Incorporation, By-laws, agreement, vote of stockholders or disinterested directors or otherwise. Pursuant to the terms of the Certificate of Incorporation and the By-laws, the Registrant is required to indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Registrant. Pursuant to Section 145 of the DGCL, the Registrant may only indemnify a person if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Certificate of Incorporation and the By-laws further provide that the Registrant shall pay the expenses of directors and executive officers of the Registrant, and may pay the expenses of all other officers, employees or agents of the Registrant, incurred in defending any proceeding, in advance of its final disposition, upon receipt of an II-1 undertaking by the director, officer, employee or agent to repay all amounts advanced if it should be ultimately determined that such person is not entitled to be indemnified under the provisions of the Certificate of Incorporation, the By-laws or otherwise. Section 145 of the DGCL further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that indemnification provided for by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person's heirs, executors and administrators. The Certificate of Incorporation and the By-laws provide that the Registrant's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity, shall be reduced by any amount such person may collect as indemnification from such other entity. If the indemnification provisions of the Certificate of Incorporation or By-laws are repealed or modified, such repeal or modification will not adversely affect any right or protection thereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. Regent carries directors' and officers' liability insurance coverage which insures its directors and officers and the directors and officers of its subsidiaries in certain circumstances. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Document Exhibit - -------- ------- Opinion of Graydon Head & Ritchey LLP 5.1 Form of Stock Purchase Agreement 10.1 Consent of Graydon Head & Ritchey LLP 23.1 (Included in Exhibit 5.1) Consent of PricewaterhouseCoopers, LLP 23.2 A power of attorney in which various individuals authorize 24.1 the signing of their names to any and all amendments to this Registration Statement and other documents submitted in connection herewith is contained on the first page of the signature pages following Part II of this Registration Statement - ----------------------- ITEM 17. UNDERTAKINGS (a) 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. II-2 (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 the 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 reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent 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 (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by Regent pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2)That, for the purpose of determining any liability under the Securities Act, 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 remain unsold at the termination of the offering. (b) 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement 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. (c) 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 foregoing provisions, 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 Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than 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 matter 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 Securities Act of 1933 and will be governed by the final adjudication of such issue. II-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 the requirements for filing on Form S-3, 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 December 6, 2001. REGENT COMMUNICATIONS, INC. By: /S/ TERRY S. JACOBS -------------------- Terry S. Jacobs Chairman of the Board and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and execute on behalf of the undersigned any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with any such amendments, as fully to all intents and purposes as he might or could do in person, and does hereby ratify and confirm all that said attorneys-in-fact and agents, and each of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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. Principal Executive Officer: /S/ TERRY S. JACOBS Date: December 6, 2001 - -------------------------------------------- Terry S. Jacobs Chairman of the Board, Chief Executive Officer and Secretary Principal Financial Officer and Principal Accounting Officer: /S/ ANTHONY A. VASCONCELLOS Date: December 6, 2001 - ------------------------------------ Anthony A. Vasconcellos Senior Vice President and Chief Financial Officer Directors of the Company: /s/ JOEL M. FAIRMAN Date: December 6, 2001 - ------------------------------------ Joel M. Fairman /s/ KENNETH J. HANAU Date: December 6, 2001 - ------------------------------------ Kenneth J. Hanau /s/ WILLIAM H. INGRAM Date: December 6, 2001 - ------------------------------------ William H. Ingram II-4 /s/ TERRY S. JACOBS Date: December 6, 2001 - ---------------------------- Terry S. Jacobs /s/ R. GLEN MAYFIELD Date: December 6, 2001 - ---------------------------- R. Glen Mayfield /s/ RICHARD H. PATTERSON Date: December 6, 2001 - --------------------------- Richard H. Patterson /s/ WILLIAM L. STAKELIN Date: December 6, 2001 - ---------------------------- William L. Stakelin /s/ WILLIAM P. SUTTER, JR. Date: December 6, 2001 - ---------------------------- William P. Sutter, Jr. /s/ JOHN H. WYANT Date: December 6, 2001 - ---------------------------- John H. Wyant II-5 EX-5.1 3 l91819aex5-1.txt EXHIBIT 5.1 EXHIBIT 5.1 [GRAYDON HEAD & RITCHEY LLP LETTERHEAD] RICHARD G. SCHMALZL DIRECT DIAL: (513) 629-2828 E-MAIL: rschmalzl@graydon.com November 26, 2001 Investors as named in the Stock Purchase Agreements dated as of November 20, 2001 with Regent Communications, Inc. Robertson Stephens, Inc. 100 Federal Street, 32nd Floor Boston, MA 02210 RE: REGENT COMMUNICATIONS, INC. SALE OF SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE Ladies and Gentlemen: We have acted as counsel to Regent Communications, Inc., a Delaware corporation (the "Company"), in connection with the preparation, execution and delivery of those certain Stock Purchase Agreements dated as of November 20, 2001 (the "Agreements"), between the Company and the Investors named therein, and the transactions contemplated thereby. This opinion is rendered to you pursuant to Section 3 of the Agreements. All capitalized terms used herein and not otherwise defined have the respective meanings ascribed to them in the Agreements. 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 corporate records of the Company, as we have deemed necessary for the purpose of this opinion and have relied upon certain certificates and opinions as hereinafter set forth. On the basis of the foregoing, we express the following opinions: (1) The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under the Agreements, and the Agreements have been duly authorized and validly executed and delivered by the Company. (2) The Agreements constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms. (3) The Shares being purchased by the Investors pursuant to the Agreements, when issued and delivered by the Company pursuant to the Agreements against payment of the consideration set forth therein, will be duly authorized, validly issued, fully paid and nonassessable. (4) The execution, delivery and performance of the Agreements by the Company, the issuance and sale of the Shares by the Company under the Agreements, the use of proceeds from the sale of the Shares by the Company to repay outstanding borrowings under the Company's credit facility and for general corporate purposes, the Company's performance of the Agreements, and the Company's consummation of the transactions contemplated by the Agreements will not conflict with or result in a breach or violation of any of (A) the Company's Certificate of Incorporation or bylaws, as such Certificate and bylaws have been amended through the date hereof, or (B) the terms or provisions of any material agreement or instrument which is filed as an exhibit to the Company's Exchange Act Documents, which conflict, breach or violation could reasonably be expected to have a Material Adverse Effect. (5) Subject to, in reliance upon, and assuming the correctness of the representations and warranties of the Investors set forth in Section 5 of the Agreements and assuming that Robertson Stephens, Inc. ("Robertson Stephens"), as placement agent, has conducted the offering of the Shares in accordance with Section 1.C. of the engagement letter dated as of November 7, 2001 (the "Engagement Letter") between Robertson Stephens and the Company, the offer and sale of the Shares by the Company pursuant to the Agreements is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). The opinion expressed in numbered paragraph (2) above is subject to the following qualifications: (A) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws or general application affecting creditors' rights generally, (B) enforceability may be limited by general equitable principles, including, without limitation, the doctrines of good faith, fair dealing, reasonableness and materiality, and the discretion of courts in applying the remedy of specific performance, injunctions, or other equitable remedies (whether enforcement is considered in a proceeding at law or in equity), and (C) no opinion is expressed as to the enforceability of (i) self-help provisions, (ii) provisions which purport to limit, or permit the alteration or termination of, the rights of third parties, (iii) provisions which purport to establish evidentiary standards, (iv) provisions related to waiver of rights, notices or defenses, notifications or remedies (or the delay or omission of enforcement thereof), disclaimers of liability, liability limitations with respect to third parties, release of legal or equitable rights, discharges of defenses, or liquidated damages, (v) provisions which purport to require payment or reimbursement of attorney's fees, collection fees, or litigation expenses of another party, or (vi) provisions providing rights to indemnity and contribution, which rights may be limited by state or federal securities laws or the public policies underlying such laws. Our opinion regarding enforceability of the Agreements is further subject to the qualifications that (i) we render no opinion as to the enforceability of any provision of the Agreements which constitutes a penalty as opposed to reasonable compensatory damages, and (ii) certain other rights, remedies, waivers, or other provisions of the Agreements may not be enforceable or specifically enforced, but any such unenforceability will not render the Agreements invalid as a whole or substantially interfere with the realization of the principal benefits which the Agreements purport to provide (except for the economic consequences of procedural or other delay). In addition, we have assumed the genuineness of all signatures (other than signatures on behalf of the Company), and the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies and the due authority of all persons executing the same. We have also assumed that each party to the Agreements (other than the Company) has satisfied those legal requirements that are applicable to it to the extent necessary to make the Agreements enforceable against it, including the due authorization, execution and delivery of the Agreements. In rendering the foregoing opinions, we have also relied as to matters of fact on certificates of officers of the Company and of various state officials. We have further assumed that all parties have acted and will act in good faith, without fraud, duress, undue influence, or a lack of conscionability or fair dealing. With respect to applicable law, we have assumed the constitutionality of all relevant law and the general availability of all relevant decisions, rules and regulations to lawyers practicing in the State of Ohio. Wherever we have stated that we have assumed any matter, it is intended to indicate that we assume such matter without making any factual, legal or other inquiry or investigation concerning such matter. Nothing has come to our attention that would lead us to believe that our assumptions are not justified. This opinion speaks only as of its date, and we specifically disclaim any obligation to update or revise this opinion as circumstances of fact or law change. Our opinions set forth herein are strictly limited to the matters expressly set forth, and no other opinions are to be implied. This letter deals only with the specific legal issues it explicitly addresses. Accordingly, an express opinion concerning a particular legal issue does not address any other matters. An express opinion includes an implied opinion only if it is both essential to the legal conclusion reached by the express opinion and, based upon prevailing norms and expectations among experienced lawyers in the State of Ohio, reasonable in the circumstances. Further, in rendering the above opinions, we are not passing on any matter which is not governed by Ohio law, Kentucky law or Federal law (excluding matters relating to the Communications Act of 1934, as amended), except for matters governed by the General Corporation Law of the State of Delaware. We express no opinion as to the laws of any other jurisdiction. Further, we do not opine as to the effect of federal or state antitrust, labor, employee benefit, intellectual property, environmental, tax or criminal law, or as to the effect of local law. Only the addressees are entitled to rely upon or to assert any legal rights based upon this letter, and Robertson Stephens may rely on this letter only for purposes contemplated by the Engagement Letter. The addressees may not rely on this letter or this firm for any legal or other analysis beyond that set forth in this letter, such as the broader guidance and counsel that we might provide to the Company. This opinion is given solely for your benefit specifically in connection with the Agreements and may not be provided to, or relied upon by, any other person or entity without our prior written consent. Very truly yours, GRAYDON HEAD & RITCHEY LLP By: /s/ RICHARD G. SCHMALZL ----------------------- Richard G. Schmalzl, Partner EX-10.1 4 l91819aex10-1.txt EXHIBIT 10.1 EXHIBIT 10.1 PROPOSED FINANCING OF REGENT COMMUNICATIONS, INC. BY READING THE INFORMATION CONTAINED WITHIN THIS DOCUMENT, THE RECIPIENT AGREES WITH REGENT COMMUNICATIONS, INC. AND ROBERTSON STEPHENS, INC. TO MAINTAIN IN CONFIDENCE THIS PROPOSED FINANCING AND SUCH INFORMATION, CONTAINED HEREIN TOGETHER WITH ANY OTHER NON-PUBLIC INFORMATION REGARDING REGENT COMMUNICATIONS, INC. OBTAINED FROM REGENT COMMUNICATIONS, INC., ROBERTSON STEPHENS, INC. OR THEIR AGENTS DURING THE COURSE OF THE PROPOSED FINANCING. REGENT COMMUNICATIONS, INC. AND ROBERTSON STEPHENS, INC. HAVE CAUSED THESE MATERIALS TO BE DELIVERED TO YOU IN RELIANCE UPON SUCH AGREEMENT AND UPON RULE 100(b)(2)(ii) OF REGULATION FD AS PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION. ROBERTSON STEPHENS CONFIDENTIAL SUMMARY OF TERMS AND CONDITIONS This Confidential Summary of Terms and Conditions is not intended to be contractually binding, other than the section entitled "Confidential Information," and is subject in all respects (other than with respect to such section) to the execution of the Stock Purchase Agreement. Issuer:....................................... Regent Communications, Inc., a Delaware corporation (the "Company"). Securities Offered:........................... A minimum of 600,000 shares (the "Shares") of common stock, par value $.01 per share (the "Common Stock"), subject to adjustment by the Company (the "Offering"). Pre- and Post-Offering Capitalization of the Type Pre-Financing Post-Financing Company:...................................... ---- Shares(1) shares(2) ------ ------ Common Stock 34,704,738 35,304,738 Stock Options and Warrants(3) 2,090,464 2,090,464 --------- --------- Total 36,795,202 37,395,202 (1) As of November 7, 2001. (2) Assumes 600,000 Shares sold by the Company in the Offering. (3) Includes outstanding options that were vested as of or vest within 60 days after November 8, 2001 but excludes unvested options covering 1,365,952 shares. Purchase Price: .............................. The purchase price of the Common Stock sold in the Offering will be determined based upon the negotiations between the Company and the investors participating in this Offering (the "Investors"). Use of Proceeds to Company:................... To repay outstanding borrowings under the Company's credit facility and for general corporate purposes. This will enable the Company to incur future debt to pay for the Company's pending and future acquisitions of radio broadcasting companies and assets. Subscription Date and Closing Date:........... The Company and each Investor shall execute a Stock Purchase Agreement in substantially the form set forth herein and each Investor shall execute an Investor Questionnaire in substantially the form set forth herein. The date as of which the Company has executed Stock Purchase Agreements with Investors for the purchase of at least 600,000 Shares and has notified the placement agent for this Offering in writing that it is no longer accepting Stock Purchase Agreements from Investors is sometimes referred to herein as the "Subscription Date." The closing of the Offering shall occur, and certificates representing the Shares shall be issued to the Investors and funds paid to the Company therefor, on therefor, on the third business day following the Subscription Date (the "Closing Date"). Investor Qualifications: ..................... Each Investor must be a "qualified institutional buyer" as defined in Rule 144A of the Securities Act of 1933, as amended (the "Securities
Act") or an "accredited investor" as defined in Regulation D of the Securities Act, and must represent and warrant to the Company that it is acquiring the Shares for investment with no present intention of distributing any of the Shares. The Stock Purchase Agreement contains other appropriate representations and warranties of the Investor to the Company. As part of the Stock Purchase Agreement, the Company has included certain questions for each Investor to complete regarding such Investor. In addition, the Investor Questionnaire set forth herein contains questions for each Investor regarding its status as an "accredited investor." The Company will use the answers from each Investor as part of its own procedures to confirm the accuracy of the statements as to such Investor in the Registration Statement, including the information in the sections to be entitled "Selling Stockholders" and "Plan of Distribution." The Investors might be deemed "underwriters" as that term is defined in the Securities Act. Underwriters have statutory responsibilities as to the accuracy of any Registration Statement used by them. Registration of Common Stock:................. The Company will use its best efforts, subject to receipt of necessary information from the Investors, to cause a Registration Statement on Form S-3 (the "Registration Statement") relating to the resale of the Common Stock by the Investors to be filed with the Securities and Exchange Commission within 10 days following the Closing Date and to cause such Registration Statement to become effective within 30 days after it is filed or within three business days following the completion of any SEC review of the Registration Statement, whichever is later, provided that, the Company shall use its best efforts to respond promptly to SEC comments. Subject to certain blackout periods, the Company is obligated to use best efforts, with respect to each Investor's Shares purchased in the Offering, to maintain the Registration Statement's effectiveness until the earlier of (i) two years after the closing of the Offering, (ii) the date on which the Investor may sell all Shares then held by the Investor without restriction by the volume limitations of Rule 144(e) of the Securities Act, or (iii) such time as all Shares purchased by such Investor in the Offering have been sold pursuant to a registration statement. Limitations on Sales Pursuant to Registration To resell Shares pursuant to the Registration Statement, the Investor Statement:.................................... will be required to: (a) Deliver, prior to selling any Shares, a current prospectus of the Company to the transferee (or arrange for delivery to the transferee's broker). Upon receipt of a written request therefor, the Company has agreed to provide an adequate number of current prospectuses to each Investor and to supply copies to any other parties required to receive such prospectuses. In certain circumstances, the Company may suspend the effectiveness of the Registration Statement for certain periods of time during which the Investors will not be able to resell their Shares. In the event of such a suspension, the Company will notify each Investor in writing of the suspension. Subject to certain conditions, the Company will use best efforts to cause the use of the prospectus so suspended to be resumed as soon as reasonably practicable within 20 business days after such suspension begins, and will promptly deliver a revised prospectus, if applicable, for
each Investor's use. (b) Deliver the stock certificate along with the Certificate of Subsequent Sale in the form attached to the Stock Purchase Agreement to the Company and its transfer agent so that the Shares may be properly transferred. Share Certificates:........................... Certificates evidencing the Shares which are delivered to each Investor on the Closing Date will bear a restrictive legend stating that such Shares have been sold pursuant to the Stock Purchase Agreement and that they may not be resold except as permitted under the Securities Act pursuant to a registration statement that has been declared effective or an exemption therefrom, and may be resold subject to certain limitations and procedures agreed to in the Stock Purchase Agreement. Indemnification:.............................. By executing the Stock Purchase Agreement, each Investor will agree to indemnify the Company against certain liabilities. Risk Factors:................................. The Shares offered hereby involve a high degree of risk. See the disclosures relating to various risks affecting the Company contained in the documents filed by the Company with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Nasdaq National Market ("Nasdaq") Symbol:..... "RGCI" Confidential Information:..................... The recipient of this Confidential Summary of Terms and Conditions and the materials attached hereto agrees with the Company and Robertson Stephens, Inc. to maintain in confidence this proposed financing and the disclosed information contained herein, together with any other non-public information regarding the Company obtained from the Company, Robertson Stephens, Inc. or their agents during the course of the proposed Offering. The Company and Robertson Stephens, Inc. have caused these materials to be delivered to you in reliance upon such agreement and upon Rule 100(b)(2)(ii) of Regulation FD as promulgated by the Securities and Exchange Commission. Company's Counsel: ........................... Graydon Head & Ritchey LLP, 1900 Fifth Third Center, 511 Walnut Street, Cincinnati, OH 45202; Tel.: (513) 621-6464; Attn: Richard G. Schmalzl, Esq. Transfer Agent:............................... Fifth Third Bank, 38 Fountain Square Plaza, Cincinnati, Ohio 45263 Placement Agent:.............................. The Company has engaged Robertson Stephens, Inc. to act as placement agent in connection with the Offering. The placement agent will receive from the Company a fee based on a percentage of the gross proceeds from the sale of the Shares. Placement Agent's Counsel:.................... Shearman & Sterling, 555 California Street, San Francisco, CA 94104; Tel.: (415) 616-1100; Attn: Danielle Carbone, Esq.
INSTRUCTION SHEET FOR INVESTOR (To be read in conjunction with the entire Stock Purchase Agreement and Investor Questionnaire) A. Complete the following items in the Stock Purchase Agreement and in the Investor Questionnaire: 1. Provide the information regarding the investor requested on the signature pages. Please submit a separate Stock Purchase Agreement and Investor Questionnaire for each individual fund/entity that will hold the Shares. The Stock Purchase Agreement and the Investor Questionnaire must be executed by an individual authorized to bind the investor. 2. Return the signed Stock Purchase Agreement and Investor Questionnaire to: Regent Communications, Inc. 100 East RiverCenter Blvd., 9th Floor Covington, KY 41011 Attn: Anthony A. Vasoncellos Phone: (859) 292-0030 Fax: (859) 292-0352 And fax copies to: Robertson Stephens, Inc. 100 Federal Street, 32nd Floor Boston, MA 02110 Attn: Will Lewis Phone: (617) 341-7417 Fax: (617) 341-7410 Email: will_lewis@rsco.com And Graydon Head & Ritchey LLP 1900 Fifth Third Center 511 Walnut Street Cincinnati, OH 45202 Attn: Richard G. Schmalzl, Esq. Phone: (513) 621-6464 Fax: (513) 651-3836 An executed original Stock Purchase Agreement and Investor Questionnaire or a fax thereof must be received by 2:00 p.m. Eastern Daylight Time on a date to be determined and distributed to the Investor at a later date. B. Instructions regarding the transfer of funds for the purchase of Shares will be faxed to the Investor by the Company at a later date. C. Investor may resell the Shares after the Registration Statement covering the Shares is effective: 1. Provided that a Suspension of the Registration Statement pursuant to Section 7.2(c) of the Stock Purchase Agreement is not then in effect, the Investor may sell Shares under the Registration Statement, subject to the notification provisions in the Stock Purchase Agreement, provided that it arranges for delivery of a current Prospectus to the transferee. Upon receipt of a request therefor, the Company has agreed to provide an adequate number of current Prospectuses to each investor and any other parties required to receive such Prospectuses. 2. The Investor must also deliver to the Company's transfer agent, with a copy to the Company, a Certificate of Subsequent Sale in the form attached as EXHIBIT A to the Stock Purchase Agreement, so that the Shares may be properly transferred. STOCK PURCHASE AGREEMENT Regent Communications, Inc. 100 East RiverCenter Blvd., 9th Floor Covington, KY 41011 Ladies & Gentlemen: The undersigned, _________________________________(the "Investor"), hereby confirms its agreement with you as follows: 1. This Stock Purchase Agreement (the "Agreement") is made as of _______ __, 2001 between Regent Communications, Inc., a Delaware corporation (the "Company"), and the Investor. 2. The Company has authorized the sale and issuance of up to 5,000,000 shares (the "Shares") of common stock of the Company, $.01 par value per share (the "Common Stock"), to certain investors in a private placement (the "Offering"). 3. The Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the Investor ___________ Shares, for a purchase price of $_______ per share, or an aggregate purchase price of $_______________, pursuant to the Terms and Conditions for Purchase of Shares attached hereto as Annex I and incorporated herein by reference as if fully set forth herein (the "Terms and Conditions"). Unless otherwise requested by the Investor, certificates representing the Shares purchased by the Investor will be registered in the Investor's name and address as set forth below. 4. The Investor represents that, except as set forth below, (a) it has had no position, office or other material relationship within the past three years with the Company or persons known to it to be affiliates of the Company, (b) neither it, nor any group of which it is a member or to which it is related, beneficially owns (including the right to acquire or vote) any securities of the Company and (c) it has no direct or indirect affiliation or association with any NASD member as of the date hereof. Exceptions: - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (If no exceptions, write "none." If left blank, response will be deemed to be "none.") Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. By executing this Agreement, you acknowledge that the Company may use the information in paragraph 4 above and the name and address information below in preparation of the Registration Statement (as defined in Annex 1). AGREED AND ACCEPTED: - ------------------- REGENT COMMUNICATIONS, INC. Investor: ------------------------------------ By: ------------------------------------------ - ---------------------------- By: Print Name: ---------------------------------- Title: Title: --------------------------------------- Address: ------------------------------------- ---------------------------------------------- Tax ID No.: ---------------------------------- Contact name: -------------------------------- Telephone: ----------------------------------- E-mail Address: ------------------------------ Name in which shares should be registered (if different): ----------------------------------------------- ANNEX I TERMS AND CONDITIONS FOR PURCHASE OF SHARES 1. AUTHORIZATION AND SALE OF THE SHARES. Subject to these Terms and Conditions, the Company has authorized the sale of up to 5,000,000 Shares. The Company reserves the right to increase or decrease this number. 2. AGREEMENT TO SELL AND PURCHASE THE SHARES; SUBSCRIPTION DATE. 2.1 At the Closing (as defined in Section 3), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions hereinafter set forth, the number of Shares set forth in Section 3 of the Stock Purchase Agreement to which these Terms and Conditions are attached at the purchase price set forth thereon. 2.2 The Company may enter into the same form of Stock Purchase Agreement, including these Terms and Conditions, with certain other investors (the "Other Investors") and expects to complete sales of Shares to them. (The Investor and the Other Investors are hereinafter sometimes collectively referred to as the "Investors," and the Stock Purchase Agreement to which these Terms and Conditions are attached and the Stock Purchase Agreements (including attached Terms and Conditions) executed by the Other Investors are hereinafter sometimes collectively referred to as the "Agreements.") The Company may accept executed Agreements from Investors for the purchase of Shares commencing upon the date on which the Company provides the Investors with the proposed purchase price per Share and concluding upon the date (the "Subscription Date") on which the Company has (i) executed Agreements with Investors for the purchase of at least 600,000 Shares, subject to adjustment by the Company, and (ii) notified Robertson Stephens, Inc., in its capacity as placement agent for this transaction, in writing that it is no longer accepting additional Agreements from Investors for the purchase of Shares. The Company may not enter into any Agreements after the Subscription Date. 3. DELIVERY OF THE SHARES AT CLOSING. The completion of the purchase and sale of the Shares (the "Closing") shall occur (the "Closing Date") on the third business day following the Subscription Date, at the offices of the Graydon Head & Ritchey LLP ("Company Counsel"). At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee designated by the Investor. The Company's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing. The Investor's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 600,000 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects and (c) the Investor shall have received such closing documents as such Investor shall reasonably have requested, including, a customary opinion of Company Counsel as to the matters set forth in (i) Section 4.2; and (ii) Section 4.3 but only with respect to the non-contravention by the Company with the material contracts of the Company identified in the Company's Exchange Act Documents and its charter and by-laws; and (iii) as to exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), of the sale of the Shares. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. The Company hereby represents and warrants to, and covenants with, the Investor, as follows: 4.1 ORGANIZATION. The Company is duly organized and validly existing in good standing under the laws of the State of Delaware. Each of the Company and its Subsidiaries (as defined in Rule 405 under the Securities Act) has full power and authority to own, operate and occupy its properties and to conduct its business as presently conducted and as described in the documents filed by the Company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of its most recently completed fiscal year through the date hereof, including, without limitation, its most recent report on Form 10-K (the "Exchange Act Documents") and is registered or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the location of the properties owned or leased by it requires such qualification and where the failure to be so qualified would have a material adverse effect upon the condition (financial or otherwise), earnings, business or business prospects, properties or operations of the Company and its Subsidiaries, considered as one enterprise (a "Material Adverse Effect"), and no proceeding has been instituted in any such jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification. 4.2 DUE AUTHORIZATION AND VALID ISSUANCE. The Company has all requisite power and authority to execute, deliver and perform its obligations under the Agreements, and the Agreements have been duly authorized and validly executed and delivered by the Company and constitute legal, valid and binding agreements of the Company enforceable against the Company in accordance with their terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Shares being purchased by the Investor hereunder will, upon issuance and payment therefor pursuant to the terms hereof, be duly authorized, validly issued, fully-paid and nonassessable. 4.3 NON-CONTRAVENTION. The execution, delivery and performance of the Agreements, the issuance and sale of the Shares under the Agreements, the use of proceeds by the Company described in the "Summary of Terms and Conditions," and the consummation of the transactions contemplated thereby will not (A) conflict with or constitute a violation of, or default (with the passage of time or otherwise) under, (i) any material bond, debenture, note or other evidence of indebtedness, lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (ii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (iii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (B) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, or other governmental body in the United States or any other person is required for the execution and delivery of the Agreements and the valid issuance and sale of the Shares to be sold pursuant to the Agreements, other than such as have been made or obtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws. 4.4 CAPITALIZATION. The capitalization of the Company as of September 30, 2001 is as set forth in the most recent applicable Exchange Act Documents. The Company has not issued any capital stock since that date other than pursuant to (i) employee benefit plans disclosed in the Exchange Act Documents, or (ii) outstanding warrants, options or other securities disclosed in the Exchange Act Documents. The Shares to be sold pursuant to the Agreements have been duly authorized, and when issued and paid for in accordance with the terms of the Agreements will be duly and validly issued, fully paid and nonassessable. The outstanding shares of capital stock of the Company have been duly and validly issued and are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as set forth in or contemplated by the Exchange Act Documents (including the issuance of $1,400,000 in value of the Company's common stock in connection with the Company's pending acquisition of Frankenmuth Radio Co., Inc. set forth in the Company's quarterly report on Form 10-Q for the period ended September 30, 2001), there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any unissued shares of capital stock or other equity interest in the Company or any Subsidiary, or any contract, commitment, agreement, understanding or arrangement of any kind to which the Company is a party or of which the Company has knowledge and relating to the issuance or sale of any capital stock of the Company or any Subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options. Without limiting the foregoing, other than the registration rights provided herein and registration rights that have been waived and registration rights held by a shareholder of up to 1,818,181 shares and another shareholder of up to 906,666 shares, no preemptive right, co-sale right, right of first refusal, registration right, or other similar right exists with respect to the Shares or the issuance and sale thereof. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Shares. The Company owns the entire equity interest in each of its Subsidiaries, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest, other than as described in the Exchange Act Documents. Except as disclosed in the Exchange Act Documents, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Common Stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company's stockholders. 4.5 LEGAL PROCEEDINGS. There is no material legal or governmental proceeding pending or, to the knowledge of the Company, threatened to which the Company or any Subsidiary is or may be a party or of which the business or property of the Company or any Subsidiary is subject that is not disclosed in the Exchange Act Documents. 4.6 NO VIOLATIONS. Neither the Company nor any Subsidiary is in violation of its charter, bylaws, or other organizational document, or in violation of any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary, which violation, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect, or is in default (and there exists no condition which, with the passage of time or otherwise, would constitute a default) in any material respect in the performance of any bond, debenture, note or any other evidence of indebtedness in any indenture, mortgage, deed of trust or any other material agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or by which the properties of the Company or any Subsidiary are bound, which would be reasonably likely to have a Material Adverse Effect. 4.7 GOVERNMENTAL PERMITS, ETC. With the exception of the matters which are dealt with separately in Section 4.1, 4.12, 4.13, and 4.14, each of the Company and its Subsidiaries has all necessary franchises, licenses, certificates and other authorizations from any foreign, federal, state or local government or governmental agency, department, or body that are currently necessary for the operation of the business of the Company and its Subsidiaries as currently conducted and as described in the Exchange Act Documents except where the failure to currently possess could not reasonably be expected to have a Material Adverse Effect. 4.8 INTELLECTUAL PROPERTY. Except as specifically disclosed in the Exchange Act Documents (i) each of the Company and its Subsidiaries owns or possesses sufficient rights to use all material patents, patent rights, trademarks, copyrights, licenses, inventions, trade secrets, trade names and know-how (collectively, "Intellectual Property") described or referred to in the Exchange Act Documents as owned or possessed by it or that are necessary for the conduct of its business as now conducted or as proposed to be conducted as described in the Exchange Act Documents except where the failure to currently own or possess would not have a Material Adverse Effect, (ii) neither the Company nor any of its Subsidiaries is infringing, or has received any notice of, or has any knowledge of, any asserted infringement by the Company or any of its Subsidiaries of, any rights of a third party with respect to any Intellectual Property that, individually or in the aggregate, would have a Material Adverse Effect and (iii) neither the Company nor any of its Subsidiaries has received any notice of, or has any knowledge of, infringement by a third party with respect to any Intellectual Property rights of the Company or of any Subsidiary that, individually or in the aggregate, would have a Material Adverse Effect. 4.9 FINANCIAL STATEMENTS. The financial statements of the Company and the related notes contained in the Exchange Act Documents present fairly, in accordance with generally accepted accounting principles, the financial position of the Company and its Subsidiaries as of the dates indicated, and the results of its operations and cash flows for the periods therein specified consistent with the books and records of the Company and its Subsidiaries except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which are not expected to be material in amount. Such financial statements (including the related notes) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods therein specified, except as may be included in the notes to such financial statements, or in the case of unaudited statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act and except as disclosed in the Exchange Act Documents. The other financial information contained in the Exchange Act Documents has been prepared on a basis consistent with the financial statements of the Company. 4.10 NO MATERIAL ADVERSE CHANGE. Except as disclosed in the Exchange Act Documents and the offering materials of which this Agreement is a part, since September 30, 2001, there has not been (i) any material adverse change in the financial condition or earnings of the Company and its Subsidiaries considered as one enterprise, (ii) any material adverse event affecting the Company or its Subsidiaries, (iii) any obligation, direct or contingent, that is material to the Company and its Subsidiaries considered as one enterprise, incurred by the Company, except obligations incurred in the ordinary course of business, (iv) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company or any of its Subsidiaries, or (v) any loss or damage (whether or not insured) to the physical property of the Company or any of its Subsidiaries which has been sustained which has a Material Adverse Effect. 4.11 DISCLOSURE. The representations and warranties of the Company contained in this Section 4 as of the date hereof and as of the Closing Date, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 4.12 NASDAQ COMPLIANCE. The Company's Common Stock is registered pursuant to Section 12(g) of the Exchange Act and is listed on The Nasdaq Stock Market, Inc. National Market (the "Nasdaq National Market"), and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or de-listing the Common Stock from the Nasdaq National Market, nor has the Company received any notification that the Securities and Exchange Commission (the "SEC") or the National Association of Securities Dealers, Inc. ("NASD") is contemplating terminating such registration or listing. 4.13 REPORTING STATUS. The Company has filed in a timely manner all documents that the Company was required to file under the Exchange Act during the 12 months preceding the date of this Agreement. The following documents filed by the Company with the SEC complied in all material respects with the SEC's requirements as of their respective filing dates, and the information contained therein as of the date thereof did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading: (a) 10-K, 10-Q's; proxy statement; 8-K's; and (b) all other documents, if any, filed by the Company with the SEC since December 31, 2000 pursuant to the reporting requirements of the Exchange Act. 4.14 LISTING. The Company shall use its best efforts to comply in all material respects with all requirements of the National Association of Securities Dealers, Inc. with respect to the issuance of the Shares and the listing thereof on the Nasdaq National Market. 4.15 NO MANIPULATION OF STOCK. The Company has not taken and will not, in violation of applicable law, take, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. 4.16 COMPANY NOT AN "INVESTMENT COMPANY". The Company has been advised of the rules and requirements under the Investment Company Act of 1940, as amended (the "Investment Company Act"). The Company is not, and immediately after receipt of payment for the Shares will not be, an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act and shall conduct its business in a manner so that it will not become subject to the Investment Company Act. 4.17 ACCOUNTANTS. To the Company's knowledge, PricewaterhouseCoopers LLP, who the Company expects will express their opinion with respect to the financial statements to be incorporated by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 2000 into the Registration Statement (as defined below) and the prospectus which forms a part thereof, are independent accountants as required by the Securities Act and the rules and regulations promulgated thereunder. 4.18 CONTRACTS. The contracts described in the Exchange Act Documents that are material to the Company are in full force and effect on the date hereof, and neither the Company nor, to the Company's knowledge, any other party to such contracts is in breach of or default under any of such contracts which would have a Material Adverse Effect. 4.19 TAXES. The Company has filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency which has been or might be asserted or threatened against it which would have a Material Adverse Effect. 4.20 TRANSFER TAXES. On the Closing Date, all stock transfer or other taxes (other than income taxes) which are required to be paid in connection with the sale and transfer of the Shares to be sold to the Investor hereunder will be, or will have been, fully paid or provided for by the Company and all laws imposing such taxes will be or will have been fully complied with. 4.21 PRIVATE OFFERING. Assuming the correctness of the representations and warranties of the Investors set forth in Section 5 hereof, the offer and sale of Shares hereunder is exempt from registration under the Securities Act. The Company has not distributed and will not distribute prior to the Closing Date any offering material in connection with this Offering and sale of the Shares other than the offering materials of which this Agreement is a part or the Exchange Act Documents. The Company has not in the past nor will it hereafter take any action independent of the placement agent to sell, offer for sale or solicit offers to buy any securities of the Company which would bring the offer, issuance or sale of the Shares as contemplated by this Agreement, within the provisions of Section 5 of the Securities Act, unless such offer, issuance or sale was or shall be within the exemptions of Section 4 of the Securities Act. 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is a qualified institutional buyer" as defined in Rule 144A of the Securities Act or an "accredited investor" as defined in Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (ii) the Investor is acquiring the number of Shares set forth in Section 3 of the Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Investor Questionnaire for use in preparation of the Registration Statement and the answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Shares set forth in Section 3 of the Stock Purchase Agreement, relied only upon the Exchange Act Documents, the offering materials of which this Agreement is a part and the representations and warranties of the Company contained herein. The Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects. 5.2 The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Shares, or possession or distribution of offering materials in connection with the issue of the Shares, in any jurisdiction outside the United States where legal action by the Company for that purpose is required. Each Investor outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 The Investor hereby covenants with the Company not to make any sale of the Shares without complying with the provisions of this Agreement and without causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Investor acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except in accordance therewith. The Investor acknowledges that there may occasionally be times when the Company determines that it must suspend the use of the Prospectus forming a part of the Registration Statement, as set forth in Section 7.2(c). 5.4 The Investor further represents and warrants to, and covenants with, the Company that (i) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Investors herein may be legally unenforceable. 5.5 Investor will not use any of the restricted Shares acquired pursuant to this Agreement to cover any short position in the Common Stock of the Company if doing so would be in violation of applicable securities laws. 5.6 The Investor understands that nothing in the Exchange Act Documents, this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares. 6. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor . 7. REGISTRATION OF THE SHARES; COMPLIANCE WITH THE SECURITIES ACT. 7.1 REGISTRATION PROCEDURES AND OTHER MATTERS. The Company shall: (a) subject to receipt of necessary information from the Investors after prompt request from the Company to the Investors to provide such information, prepare and file with the SEC, within 10 days after the Closing Date, a registration statement on Form S-3 (the "Registration Statement") to enable the resale of the Shares by the Investors from time to time through the automated quotation system of the Nasdaq National Market or in privately-negotiated transactions; (b) use its best efforts, subject to receipt of necessary information from the Investors after prompt request from the Company to the Investors to provide such information, to cause the Registration Statement to become effective within 30 days after the Registration Statement is filed or within three business days following the completion of any SEC review of the Registration Statement, whichever is later, provided that, the Company shall use its best efforts to respond promptly to SEC comments. by the Company such efforts to include, without limiting the generality of the foregoing, preparing and filing with the SEC in such period any financial statements that are required to be filed prior to the effectiveness of such Registration Statement; (c) use its best efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Registration Statement current, effective and free from any material misstatement or omission to state a material fact for a period not exceeding, with respect to each Investor's Shares purchased hereunder, the earlier of (i) the second anniversary of the Closing Date, (ii) the date on which the Investor may sell all Shares then held by the Investor without restriction by the volume limitations of Rule 144(e) of the Securities Act, or (iii) such time as all Shares purchased by such Investor in this Offering have been sold pursuant to a registration statement; (d) furnish to the Investor with respect to the Shares registered under the Registration Statement such number of copies of the Registration Statement, Prospectuses and Preliminary Prospectuses in conformity with the requirements of the Securities Act and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Investor; provided, however, that the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to the Investor shall be subject to the receipt by the Company of reasonable assurances from the Investor that the Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or Preliminary Prospectuses; (e) file documents required of the Company for normal blue sky clearance in states specified in writing by the Investor and use its best efforts to maintain such blue sky qualifications during the period the Company is required to maintain the effectiveness of the Registration Statement pursuant to Section 7.1(c); provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f) bear all expenses in connection with the procedures in paragraph (a) through (e) of this Section 7.1 and the registration of the Shares pursuant to the Registration Statement; and (g) advise the Investor, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation or threat of any proceeding for that purpose; and it will promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued. Notwithstanding anything to the contrary herein, the Registration Statement shall cover only the Shares and up to 1,818,181 shares held by a shareholder and up to 906,666 shares held by another shareholder. In no event at any time before the Registration Statement becomes effective with respect to the Shares shall the Company publicly announce or file any other registration statement, other than registrations on Form S-8, without the prior written consent of a majority in interest of the Investors. The Company understands that the Investor disclaims being an underwriter, but the Investor being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has hereunder; PROVIDED, HOWEVER that if the Company receives notification from the SEC that the Investor is deemed an underwriter, then the period by which the Company is obligated to submit an acceleration request to the SEC shall be extended to the earlier of (i) the 90th day after such SEC notification, or (ii) 120 days after the initial filing of the Registration Statement with the SEC. 7.2 TRANSFER OF SHARES AFTER REGISTRATION; SUSPENSION. (a) The Investor agrees that it will not effect any disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 and as described below or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution. (b) Except in the event that paragraph (c) below applies, the Company shall (i) if deemed necessary by the Company, prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Investor copies of any documents filed pursuant to Section 7.2(b)(i); and (iii) inform each Investor that the Company has complied with its obligations in Section 7.2(b)(i) (or that, if the Company has filed a post-effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify the Investor to that effect, will use its best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Investor pursuant to Section 7.2(b)(i) hereof when the amendment has become effective). (c) Subject to paragraph (d) below, in the event (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) of any event or circumstance which, upon the advice of its counsel, necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; then the Company shall deliver a certificate in writing to the Investor (the "Suspension Notice") to the effect of the foregoing and, upon receipt of such Suspension Notice, the Investor will refrain from selling any Shares pursuant to the Registration Statement (a "Suspension") until the Investor's receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until it is advised in writing by the Company that the current Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. In the event of any Suspension, the Company will use its best efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable within 20 business days after the delivery of a Suspension Notice to the Investor. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to the Investor, the Investor shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 7.2(c). (d) Notwithstanding the foregoing paragraphs of this Section 7.2, the Investor shall not be prohibited from selling Shares under the Registration Statement as a result of Suspensions on more than two occasions of not more than 20 business days each in any twelve month period, unless, in the good faith judgment of the Company's Board of Directors, upon the written opinion of counsel, the sale of Shares under the Registration Statement in reliance on this paragraph 7.2(d) would be reasonably likely to cause a violation of the Securities Act or the Exchange Act and result in liability to the Company. (e) Provided that a Suspension is not then in effect, the Investor may sell Shares under the Registration Statement, provided that it arranges for delivery of a current Prospectus to the transferee of such Shares. Upon receipt of a request therefor, the Company has agreed to provide an adequate number of current Prospectuses to the Investor and to supply copies to any other parties required to receive such Prospectuses. (f) In the event of a sale of Shares by the Investor pursuant to the Registration Statement, the Investor must also deliver to the Company's transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as EXHIBIT A, so that the Shares may be properly transferred. 7.3 INDEMNIFICATION. For the purpose of this Section 7.3: (i) the term "Selling Stockholder" shall include the Investor and any affiliate of such Investor; (ii) the term "Registration Statement" shall include the Prospectus in the form first filed with the SEC pursuant to Rule 424(b) of the Securities Act or filed as part of the Registration Statement at the time of effectiveness if no Rule 424(b) filing is required, exhibit, supplement or amendment included in or relating to the Registration Statement referred to in Section 7.1; and (iii) the term "untrue statement" shall include any untrue statement or alleged untrue statement, or any omission or alleged omission to state in the Registration Statement a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (a) The Company agrees to indemnify and hold harmless each Selling Stockholder from and against any losses, claims, damages or liabilities to which such Selling Stockholder may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon (i) any breach of the representations or warranties of the Company contained herein or failure to comply with the covenants and agreements of the Company contained herein, (ii) any untrue statement of a material fact contained in the Registration Statement as amended at the time of effectiveness or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any failure by the Company to fulfill any undertaking included in the Registration Statement as amended at the time of effectiveness, and the Company will reimburse such Selling Stockholder for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim, or preparing to defend any such action, proceeding or claim, PROVIDED, HOWEVER, that the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, an untrue statement made in such Registration Statement or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Selling Stockholder specifically for use in preparation of the Registration Statement or the failure of such Selling Stockholder to comply with its covenants and agreements contained in Section 7.2 hereof respecting sale of the Shares or any statement or omission in any Prospectus that is corrected in any subsequent Prospectus that was delivered to the Selling Stockholder prior to the pertinent sale or sales by the Selling Stockholder. With respect to any expenses referred to herein, the Company shall reimburse each Selling Stockholder for its documented out-of-pocket expenses on demand as such expenses are incurred. (b) The Investor agrees to indemnify and hold harmless the Company (and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, each officer of the Company who signs the Registration Statement and each director of the Company) from and against any losses, claims, damages or liabilities to which the Company (or any such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, (i) any failure to comply with the covenants and agreements contained in Section 7.2 hereof respecting sale of the Shares, or (ii) any untrue statement of a material fact contained in the Registration Statement or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading if such untrue statement or omission was made in reliance upon and in conformity with written information furnished by or on behalf of the Investor specifically for use in preparation of the Registration Statement, and the Investor will reimburse the Company (or such officer, director or controlling person), as the case may be, on demand for and as any documented legal or other expenses are reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided that the Investor's obligation to indemnify the Company shall be limited to the amount received by the Investor from the sale of the Shares, net of any sales commissions. (c) Promptly after receipt by any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 7.3, such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, but the omission to so notify the indemnifying person will not relieve it from any liability which it may have to any indemnified person under this Section 7.3 (except to the extent that such omission materially and adversely affects the indemnifying person's ability to defend such action) or from any liability otherwise than under this Section 7.3. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified person promptly after receiving the aforesaid notice from such indemnified person, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof, PROVIDED, HOWEVER, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel, if reasonably necessary.) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; PROVIDED that such consent shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceeding. (d) If the indemnification provided for in this Section 7.3 is unavailable to or insufficient to hold harmless an indemnified person under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each indemnifying person shall contribute to the amount paid or payable by such indemnified person as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Investor, as well as any other Selling Shareholders under such registration statement, on the other in connection with the statements or omissions or other matters which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, in the case of an untrue statement, whether the untrue statement relates to information supplied by the Company on the one hand or an Investor or other Selling Shareholder on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement. The Company and the Investor agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Investor and other Selling Shareholders were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified person as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), the Investor shall not be required to contribute any amount in excess of the amount by which the amount received by the Investor from the sale of the Shares, net of any sales commissions to which such loss relates exceeds the amount of any damages which such Investor has otherwise been required to pay by reason of such untrue statement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Investor's obligations in this subsection to contribute shall be in proportion to its sale of Shares to which such loss relates and shall not be joint with any other Selling Shareholders. (e) The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 7.3, and are fully informed regarding said provisions. They further acknowledge that the provisions of this Section 7.3 fairly allocate the risks in light of the ability of the parties to investigate the Company and its business in order to assure that adequate disclosure is made in the Registration Statement as required by the Act and the Exchange Act. The parties are advised that federal or state public policy as interpreted by the courts in certain jurisdictions may be contrary to certain of the provisions of this Section 7.3, and the parties hereto hereby expressly waive and relinquish any right or ability to assert such public policy as a defense to a claim under this Section 7.3 and further agree not to attempt to assert any such defense. 7.4 TERMINATION OF CONDITIONS AND OBLIGATIONS. The conditions precedent imposed by Section 5 or this Section 7 upon the transferability of the Shares shall cease and terminate as to any particular number of the Shares when such Shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement covering such Shares or at such time as an opinion of counsel reasonably satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act. 7.5 INFORMATION AVAILABLE. So long as the Registration Statement is effective covering the resale of Shares owned by the Investor, the Company will furnish to the Investor: (a) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants), (ii) its Annual Report on Form 10-K and (iii) its Quarterly Reports on Form 10-Q (the foregoing, in each case, excluding exhibits); (b) upon the request of the Investor, all exhibits excluded by the parenthetical to subparagraph (a) of this Section 7.5 as filed with the SEC and all other information that is made available to shareholders; and (c) upon the reasonable request of the Investor, an adequate number of copies of the Prospectuses to supply to any other party required to receive such Prospectuses; and upon the reasonable request of the Investor, the President or the Chief Financial Officer of the Company (or an appropriate designee thereof) will meet with the Investor or a representative thereof at the Company's headquarters to discuss all information relevant for disclosure in the Registration Statement covering the Shares and will otherwise cooperate with any Investor conducting an investigation for the purpose of reducing or eliminating such Investor's exposure to liability under the Securities Act, including the reasonable production of information at the Company's headquarters; provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any Investor until and unless the Investor shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to the Company with the Company with respect thereto. At its discretion, the Company may deliver the documents required by Sections 7.5(a) and (b) in electronic form and by internet delivery or similar means of transmission. 8. NOTICES. All notices, requests, consents and other communications hereunder shall be in writing, shall be mailed (A) if within the United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile, or (B) if delivered from outside the United States, by International Federal Express or facsimile, and shall be deemed given (i) if delivered by first-class registered or certified mail, three business days after so mailed, (ii) if delivered by nationally recognized overnight carrier, one business day after so mailed, (iii) if delivered by International Federal Express, two business days after so mailed, (iv) if delivered by facsimile, upon electronic confirmation of receipt and shall be delivered as addressed as follows: (a) if to the Company, to: Regent Communications, Inc. 100 East RiverCenter Blvd., 9th Floor, Covington, KY 41011 Attn: Anthony A. Vasconcellos Fax: (859) 292-0352 (b) with a copy to: Graydon Head & Ritchey LLP 1900 Fifth Third Center 511 Walnut Street Cincinnati, OH 45202 Attn: Richard G. Schmalzl, Esq. Phone: (513) 621-6464 Fax: (513) 651-3836 (c) if to the Investor, at its address on the signature page hereto, or at such other address or addresses as may have been furnished to the Company in writing. 9. CHANGES. This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Investor. 10. HEADINGS. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement. 11. SEVERABILITY. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 12. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without giving effect to the principles of conflicts of law. 13. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties. 14. RULE 144. The Company covenants that it will timely file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Investor holding Shares purchased hereunder made after the first anniversary of the Closing Date, make publicly available such information as necessary to permit sales pursuant to Rule 144 under the Securities Act), and it will take such further action as any such Investor may reasonably request, all to the extent required from time to time to enable such Investor to sell Shares purchased hereunder without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Upon the written request of the Investor, the Company will deliver to such holder a written statement as to whether it has complied with such information and requirements. 15. CONFIDENTIAL INFORMATION. The Investor represents to the Company that, at all times during the Company's offering of the Shares, the Investor has maintained in confidence this proposed offering and all non-public information regarding the Company received by the Investor from the Company or its agents, and covenants that it will continue to maintain in confidence such information until such information (a) becomes generally publicly available other than through a violation of this provision by the Investor or its agents or (b) is required to be disclosed in legal proceedings (such as by deposition, interrogatory, request for documents, subpoena, civil investigation demand, filing with any governmental authority or similar process), provided, however, that before making any use or disclosure in reliance on this subparagraph (b) the Investor shall give the Company at least fifteen (15) days prior written notice (or such shorter period as required by law) specifying the circumstances giving rise thereto and will furnish only that portion of the non-public information which is legally required and will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded any non-public information so furnished. REGENT COMMUNICATIONS, INC. INVESTOR QUESTIONNAIRE (ALL INFORMATION WILL BE TREATED CONFIDENTIALLY) To: Regent Communications, Inc. 100 East RiverCenter Blvd., 9th Floor, Covington, KY 41011 This Investor Questionnaire ("Questionnaire") must be completed by each potential investor in connection with the offer and sale of the shares of the common stock, par value $.01 per share, of Regent Communications, Inc. (the "Securities"). The Securities are being offered and sold by Regent Communications, Inc. (the "Corporation") without registration under the Securities Act of 1933, as amended (the "Act"), and the securities laws of certain states, in reliance on the exemptions contained in Section 4(2) of the Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Corporation must determine that a potential investor meets certain suitability requirements before offering or selling Securities to such investor. The purpose of this Questionnaire is to assure the Corporation that each investor will meet the applicable suitability requirements. The information supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering exemption from registration is based in part on the information herein supplied. This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any security. Your answers will be kept strictly confidential. However, by signing this Questionnaire you will be authorizing the Corporation to provide a completed copy of this Questionnaire to such parties as the Corporation deems appropriate in order to ensure that the offer and sale of the Securities will not result in a violation of the Act or the securities laws of any state and that you otherwise satisfy the suitability standards applicable to purchasers of the Securities. All potential investors must answer all applicable questions and complete, date and sign this Questionnaire. Please print or type your responses and attach additional sheets of paper if necessary to complete your answers to any item. A. BACKGROUND INFORMATION ---------------------- Name: ------------------------------------------------------------------------------------------------------------------ Business Address: ------------------------------------------------------------------------------------------------------ (Number and Street) - ----------------------------------------------------------------------------------------------------------------------- (City) (State) (Zip Code) Telephone Number: (___) ----------------------------------------------------------------------------------------------- Residence Address: ----------------------------------------------------------------------------------------------------- (Number and Street) - ----------------------------------------------------------------------------------------------------------------------- (City) (State) (Zip Code) Telephone Number: (___) ----------------------------------------------------------------------------------------------- E-Mail Address: ----------------------------------------------------------------------------------- If an individual: Age: Citizenship: Where registered to vote: --------------- -------------- -----------------------
If a corporation, partnership, limited liability company, trust or other entity: Type of entity: ----------------------------------------------------------------------------------------------- State of formation: Date of formation: ---------------------------------- ------------------------------ Social Security or Taxpayer Identification No. ------------------------------------------------------------------------- Send all correspondence to (check one): ____ Residence Address ____ Business Address ____E-Mail Address Current ownership of securities of the Corporation: __________ shares of common stock, par value $.01 per share (the "Common Stock") options to purchase __________ shares of Common Stock
B. STATUS AS QUALIFIED INSTITUTIONAL BUYER OR ACCREDITED INVESTOR -------------------------------------------------------------- The undersigned is a "qualified institutional buyer" as such term is defined in Rule 144A under the Act, as at the time of the sale of the Securities the undersigned falls within one or more of the following categories (PLEASE INITIAL ONE OR MORE, AS APPLICABLE): any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliates with the entity: ____ (1) any insurance company as defined in Section 2(13) of the Act; ____ (2) any investment company registered under the Act or any business development company as defined in Section 2(a)(48) of the Act; ____ (3) any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; ____ (4) any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees; _____ (5) any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974; _____ (6) any trust fund whose trustee is a bank or trustcompany and whose participants are exclusively plans of the types identified in paragraph (a)(1)(i)(D) or (E) of Rule 144A of the Act, except trust funds that include as participants individual retirement accounts or H.R. 10 plans; _____ (7) any business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940; _____ (8) any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation (other than a bank as defined in Section 3(a)(2) of the Act or a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Act or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust; and _____ (9) any investment adviser registered under the Investment Advisors Act; _____ (10) any dealer registered pursuant to Section 15 of the Exchange Act, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, provided that securities constituting the whole or a part of an unsold allotment to
or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer; _____ (11) any dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a qualified institutional buyer; _____ (12) any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies. "Family of investment companies" means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided that, for purposes of this rule: (A) each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company; and (B) investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company's adviser (or depositor) is a majority-owned subsidiary of the other investment company's adviser (or depositor); _____ (13) any entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the accounts of other qualified institutional buyers; and _____ (14) any bank as defined in Section 3(a)(2) of the Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under the rule in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution.
The undersigned is an "accredited investor" as such term is defined in Regulation D under the Act, as at the time of the sale of the Securities the undersigned falls within one or more of the following categories (PLEASE INITIAL ONE OR MORE, AS APPLICABLE):(1) ____ (1) a bank as defined in Section 3(a)(2) of the Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined
- --------------------------------- (1) As used in this Questionnaire, the term "net worth" means the excess of total assets over total liabilities. In computing net worth for the purpose of subsection (4), the principal residence of the investor must be valued at cost, including cost of improvements, or at recently appraised value by an institutional lender making a secured loan, net of encumbrances. In determining income, the investor should add to the investor's adjusted gross income any amounts attributable to tax exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed for depreciation, contributions to an IRA or KEOGH retirement plan, alimony payments, and any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income. in Section 2(13) of the Act; an investment company registered under the Investment Corporation Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; a Small Business Investment Corporation licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with the investment decisions made solely by persons that are accredited investors; ____ (2) a private business development company as defined in Section 202(a)(22) of the Investment Adviser Act of 1940; ____ (3) an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Securities offered, with total assets in excess of $5,000,000; ____ (4) a natural person whose individual net worth, or joint net worth with that person's spouse, at the time of such person's purchase of the Securities exceeds $1,000,000; ____ (5) a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; ____ (6) a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D; and ____ (7) an entity in which all of the equity owners are accredited investors (as defined above).
C. REPRESENTATIONS --------------- The undersigned hereby represents and warrants to the Corporation as follows: 1. Any purchase of the Securities would be solely for the account of the undersigned and not for the account of any other person or with a view to any resale, fractionalization, division, or distribution thereof. 2. The information contained herein is complete and accurate and may be relied upon by the Corporation, and the undersigned will notify the Corporation immediately of any material change in any of such information occurring prior to the closing, if any, with respect to the purchase of Securities by the undersigned or any co-purchaser. 3. There are no suits, pending litigation, or claims against the undersigned that could materially affect the net worth of the undersigned as reported in this Questionnaire. 4. The undersigned acknowledges that there may occasionally be times when the Corporation determines that it must suspend the use of the Prospectus forming a part of the Registration Statement (as such terms are defined in the Stock Purchase Agreement to which this Questionnaire is attached), as set forth in Section 7.2(c) of the Stock Purchase Agreement. The undersigned is aware that, in such event, the Securities will not be subject to ready liquidation, and that any Securities purchased by the undersigned would have to be held during such suspension. The overall commitment of the undersigned to investments which are not readily marketable is not excessive in view of the undersigned's net worth and financial circumstances, and any purchase of the Securities will not cause such commitment to become excessive. The undersigned is able to bear the economic risk of an investment in the Securities. 5. The undersigned has carefully considered the potential risks relating to the Corporation and a purchase of the Securities, and fully understands that the Securities are speculative investments which involve a high degree of risk of loss of the undersigned's entire investment. Among others, the undersigned has carefully considered the risks identified in the Exchange Act Documents. IN WITNESS WHEREOF, the undersigned has executed this Questionnaire this _____ day of November, 2001, and declares under oath that it is truthful and correct. ----------------------------------------------------- Print Name By: ------------------------------------------------- Signature Title: ---------------------------------------------- (required for any purchaser that is a corporation, partnership, trust or other entity) [COMPANY LETTERHEAD] _________, 2001 Re: REGENT COMMUNICATIONS, INC.; REGISTRATION STATEMENT ON FORM S-3 Dear Selling Shareholder: Enclosed please find five (5) copies of a prospectus dated ______________, ____ (the "PROSPECTUS") for your use in reselling your shares of common stock, $.01 par value (the "SHARES"), of Regent Communications, Inc. (the "COMPANY"), under the Company's Registration Statement on Form S-3 (Registration No. 333- ) (the "REGISTRATION STATEMENT"), which has been declared effective by the Securities and Exchange Commission. AS A SELLING SHAREHOLDER UNDER THE REGISTRATION STATEMENT, YOU HAVE AN OBLIGATION TO DELIVER A COPY OF THE PROSPECTUS TO EACH PURCHASER OF YOUR SHARES, EITHER DIRECTLY OR THROUGH THE BROKER-DEALER WHO EXECUTES THE SALE OF YOUR SHARES. The Company is obligated to notify you in the event that it suspends trading under the Registration Statement in accordance with the terms of the Stock Purchase Agreement between the Company and you. During the period that the Registration Statement remains effective and trading thereunder has not been suspended, you will be permitted to sell your Shares that are included in the Prospectus under the Registration Statement. Upon a sale of any Shares under the Registration Statement, you or your broker will be required to deliver to the Transfer Agent, Fifth Third Bank, or to any successor transfer agent of the Company, (1) your restricted stock certificate(s) representing the Shares, (2) instructions for transfer of the Shares sold, and (3) a representation letter from your broker, or from you if you are selling in a privately negotiated transaction, or from such other appropriate party, in the form of EXHIBIT A attached hereto (the "Representation Letter"). The Representation Letter confirms that the Shares have been sold pursuant to the Registration Statement and in a manner described under the caption "Plan of Distribution" in the Prospectus and that such sale was made in accordance with all applicable securities laws, including the prospectus delivery requirements. Please note that you are under no obligation to sell your Shares during the registration period. However, if you do decide to sell, you must comply with the requirements described in this letter or otherwise applicable to such sale. Your failure to do so may result in liability under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Please remember that all sales of your Shares must be carried out in the manner set forth under the caption "Plan of Distribution" in the Prospectus if you sell under the Registration Statement. The Company may require an opinion of counsel reasonably satisfactory (as to the substance of such legal opinion and the counsel who is providing such opinion) to the Company if you choose another method of sale. YOU SHOULD CONSULT WITH YOUR OWN LEGAL ADVISOR(S) ON AN ONGOING BASIS TO ENSURE YOUR COMPLIANCE WITH THE RELEVANT SECURITIES LAWS AND REGULATIONS. IN ORDER TO MAINTAIN THE ACCURACY OF THE PROSPECTUS, YOU MUST NOTIFY THE UNDERSIGNED UPON THE SALE, GIFT, OR OTHER TRANSFER OF ANY SHARES BY YOU, INCLUDING THE NUMBER OF SHARES BEING TRANSFERRED, AND IN THE EVENT OF ANY OTHER CHANGE IN THE INFORMATION REGARDING YOU WHICH IS CONTAINED IN THE PROSPECTUS. FOR EXAMPLE, YOU MUST NOTIFY THE UNDERSIGNED IF YOU ENTER INTO ANY ARRANGEMENT WITH A BROKER-DEALER FOR THE SALE OF SHARES THROUGH A BLOCK TRADE, SPECIAL OFFERING, EXCHANGE DISTRIBUTION OR SECONDARY DISTRIBUTION OR A PURCHASE BY A BROKER-DEALER. DEPENDING ON THE CIRCUMSTANCES, SUCH TRANSACTIONS MAY REQUIRE THE FILING OF A SUPPLEMENT TO THE PROSPECTUS IN ORDER TO UPDATE THE INFORMATION SET FORTH UNDER THE CAPTION "PLAN OF DISTRIBUTION" IN THE PROSPECTUS. Should you need any additional copies of the Prospectus, or if you have any questions concerning the foregoing, please write to me at Regent Communications, Inc., 100 East RiverCenter Blvd., 9th Floor, Covington, KY 41011, Attn: Anthony Vasconcellos, Fax: (859) 292-0352. Thank you. Sincerely, Chief Financial Officer EXHIBIT A CERTIFICATE OF SUBSEQUENT SALE ------------------------------ [Name and address of transfer agent] RE: Sale of Shares of Common Stock of Regent Communications, Inc. (the "Company") pursuant to the Company's Prospectus dated _____________, ____ (the "Prospectus") Dear Sir/Madam: The undersigned hereby certifies, in connection with the sale of shares of Common Stock of the Company included in the table of Selling Shareholders in the Prospectus, that the undersigned has sold the shares pursuant to the Prospectus and in a manner described under the caption "Plan of Distribution" in the Prospectus and that such sale complies with all securities laws applicable to the undersigned, including, without limitation, the Prospectus delivery requirements of the Securities Act of 1933, as amended. Selling Shareholder (the beneficial owner): ----------------------------------- Record Holder (e.g., if held in name of nominee): ----------------------------- Restricted Stock Certificate No.(s): ------------------------------------------ Number of Shares Sold: -------------------------------------------------------- Date of Sale: ----------------------------------------------------------------- In the event that you receive a stock certificate(s) representing more shares of Common Stock than have been sold by the undersigned, then you should return to the undersigned a newly issued certificate for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such certificate. Very truly yours, Dated: By: ------------- ----------- Print Name: ---------------------- Title: --------------------------- cc: Regent Communications, Inc. 100 East RiverCenter Blvd., 9th Floor, Covington, KY 41011 Attn: Anthony A. Vasconcellos Fax: (859) 292-0352 EX-23.2 5 l91819aex23-2.txt EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 19, 2001 relating to the financial statements and financial statement schedule, which appears in Regent Communications, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000. We also consent to the reference to us under the headings "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP Cincinnati, Ohio December 5, 2001 -----END PRIVACY-ENHANCED MESSAGE-----