-----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, VdTVOhUWLwSZTa5Cxz8LTXpTahlOFasrrnRYN+nUtLeAu9ef8MTrblL+3a0T4j/0 Hv/5CKGaNwXJKXhzSO6AwA== 0000950152-02-003351.txt : 20020425 0000950152-02-003351.hdr.sgml : 20020425 ACCESSION NUMBER: 0000950152-02-003351 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020423 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020425 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-74704 FILM NUMBER: 02621558 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 8-K 1 l94127ae8-k.txt REGENT COMMUNICATIONS 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 23, 2002 -------------- REGENT COMMUNICATIONS, INC. --------------------------- (Exact name of registrant as specified in its charter) Delaware 0-15392 31-1492857 - ---------------------------- ------------ --------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 100 East RiverCenter Boulevard, 9th Floor, Covington, Kentucky 41011 - -------------------------------------------------------------- --------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (859) 292-0030 -------------- Not Applicable --------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On April 23, 2002, Regent Communications, Inc. priced its offering of 10,500,000 shares of common stock at $7.50 per share. The Underwriting Agreement related to this offering gives the underwriters a 30-day option to purchase up to an additional 1,575,000 shares to cover over-allotments, if any. A copy of the revised opinion of Regent's counsel relating to the validity of the shares being offered is attached hereto as Exhibit 5.2, which Exhibit amends and replaces Exhibit 5.2 as previously filed with the SEC as part of Amendment No. 2 to Regent's Form S-3 Registration Statement (File No. 333-84548). This revised opinion is required due to the increased number of shares of common stock being offered and sold. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of businesses acquired. Not Applicable. (b) Pro forma financial information. Not Applicable. (c) Exhibits. 5.2 Opinion of Graydon Head & Ritchey LLP 99.1 Press Release dated April 24, 2002 ITEM 9. REGULATION FD DISCLOSURE A copy of a press release issued by Regent on April 24, 2002 related to the pricing of the offering is attached hereto as Exhibit 99.1. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. REGENT COMMUNICATIONS, INC. (Registrant) Date: April 25, 2002 By: /s/ Anthony A. Vasconcellos ------------------------------ Anthony A. Vasconcellos Senior Vice President and Chief Financial Officer 3 EX-5.2 3 l94127aex5-2.txt EXHIBIT 5.2 EXHIBIT 5.2 GRAYDON HEAD & RITCHEY LLP ATTORNEYS AT LAW [LETTERHEAD] RICHARD G. SCHMALZL, ESQ. DIRECT DIAL: (513) 629-2828 E-MAIL: rschmalzl@graydon.com April 23, 2002 Regent Communications, Inc. 100 E. RiverCenter Boulevard 9th Floor Covington, Kentucky 41011 RE: ISSUANCE OF 12,075,000 SHARES OF COMMON STOCK OF REGENT COMMUNICATIONS, INC. PURSUANT TO REGISTRATION STATEMENT ON FORM S-3 (FILE NO. 333-84548) FILED WITH THE SECURITIES AND EXCHANGE COMMISSION Ladies and Gentlemen: We have acted as counsel to Regent Communications, Inc., a Delaware corporation ("Company"), in connection with the issuance of 12,075,000 shares of common stock, par value $.01 per share (the "Common Stock") pursuant to the public offering of such shares, as set forth in the Registration Statement on Form S-3 (File No. 333-84548), as amended (the "Registration Statement"), filed by the Company with the Securities and Exchange Commission. As counsel for the Company we have made such legal and factual examinations and inquiries as we deem advisable for the purpose of rendering this opinion. In addition, we have examined such documents and materials, including the Certificate of Incorporation, as amended, By-laws, as amended, and other corporate records of the Company, as we have deemed necessary for the purpose of this opinion. On the basis of the foregoing, we express the opinion that the 12,075,000 shares of Common Stock of the Company registered for issuance pursuant to the Registration Statement have been duly authorized for issuance and sale as contemplated by the Registration Statement, are free of preemptive rights and, when issued and delivered by the Company as contemplated by the Registration Statements against payment of the consideration set forth therein, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as part of the above-referenced Registration Statement and amendments thereto and to the reference to our firm in the related Prospectus dated April 23, 2002 under the caption "Legal Matters." Very truly yours, GRAYDON HEAD & RITCHEY LLP By: /s/ RICHARD G. SCHMALZL ----------------------- Richard G. Schmalzl, Partner EX-99.1 4 l94127aex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 REGENT COMMUNICATIONS ANNOUNCES PRICING OF EQUITY OFFERING COVINGTON, Ky., April 24, 2002 -- Regent Communications, Inc. (Nasdaq: RGCI) announced today a public offering of 10,500,000 common shares at a price to the public of $7.50 per share. All of the shares are offered by the Company in a new financing and were registered on the Company's universal shelf registration on Form S-3 that the Securities and Exchange Commission declared effective on April 23, 2002. Robertson Stephens, Inc. is acting as the lead underwriter for the offering and Morgan Stanley & Co. Incorporated, UBS Warburg LLC, CIBC World Markets Corp., and Sanders Morris Harris are acting as co-managers. The offering is expected to close Monday, April 29, 2002, and the net proceeds from the offering are expected to be approximately $74.1 million, after deducting underwriting discounts and estimated offering expenses. The underwriters have a 30-day option to purchase up to 1,575,000 additional common shares from the Company to cover over-allotments, if any. Regent Communications is a radio broadcasting company focused on acquiring, developing, and operating radio stations in mid-sized and small markets. Regent Communications common stock is traded on Nasdaq under the symbol "RGCI." This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state. A final written prospectus may be obtained from Robertson Stephens, Inc. at 555 California St., 26th Floor, San Francisco, CA 94104 or by phone by calling (415) 676-2526; Morgan Stanley & Co. Incorporated at 1585 Broadway, Level B, New York, NY 10036 or by phone by calling (212) 761-6775; UBS Warburg LLC at 1285 Avenue of the Americas, New York, NY 10019 or by phone by calling (212) 713-8802; CIBC World Markets Corp. by fax request at (212) 667-6136; and Sanders Morris Harris at 3100 Chase Tower, Houston, TX 77002 or by phone by calling (713) 224-3100. Contact: Terry Jacobs John Buckley Chairman and CEO Brainerd Communicators, Inc. Regent Communications, Inc. 212-986-6667 859-292-0030 buckley@braincomm.com Tony Vasconcellos Senior Vice President and Chief Financial Officer Regent Communications, Inc. 859-292-0030 -----END PRIVACY-ENHANCED MESSAGE-----