-----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, CYQ4gijzBgeHHqoLjEOKHhy/nn+p7Pcf8svwpHNY3t69+1DyGnbgj6Yq0lJBdLDy 3D7OnruGQubdMab8hNLivA== 0000950152-02-000764.txt : 20020414 0000950152-02-000764.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950152-02-000764 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020206 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-74704 FILM NUMBER: 02528455 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 424B3 1 l92584ae424b3.txt REGENT COMMUNICATIONS 424(B)(3) FILED PURSUANT TO RULE 424(b)(3) Registration No. 333-74704 PROSPECTUS REGENT COMMUNICATIONS, INC. 900,000 SHARES OF COMMON STOCK ---------------------------------------------------- The persons identified in "Selling Stockholders" beginning on page 5 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 date of this prospectus is February 6, 2002 --------------------------------- 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 Current Report on Form 8-K filed with the SEC on November 26, 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 MILWAUKEE 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) Does not include an additional 2,682,720 shares of common stock deemed to be beneficially owned by Blue Chip Venture Company, Ltd. 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 positions. 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 Current Report on Form 8-K filed with the SEC on November 26, 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 FEBRUARY 6, 2002. 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 -----END PRIVACY-ENHANCED MESSAGE-----