REGENT COMMUNICATIONS, INC.

REGENT COMMUNICATIONS, INC.
—
(Exact name of registrant as specified in its charter)

100 East RiverCenter Boulevard
9th Floor
Covington, Kentucky 41011
—
(Address of principal executive
offices including zip code)

The Regent Communications, Inc. Senior Management Bonus Plan
(Full title of the plan)


Terry S. Jacobs		Copy To:
Chairman of the Board		Douglas D. Roberts, Esq
and Chief Executive Officer		Graydon Head & Ritchey LLP
100 East RiverCenter Boulevard		1900 Fifth Third Center
9th Floor		511 Walnut Street
Covington, Kentucky 41011		Cincinnati, Ohio 45202
(859) 292-0030		(513) 621-6464
(859) 292-0352 (Fax)		(513) 651-3836 (Fax)
(Name, address and telephone
number, including area code,
of agent for service)

Title of each class

Proposed maximum

of securities to be

Amount to be

offering price per

aggregate offering

Amount of

registered

registered(1)

share(2)

price(2)

registration fee(3)

Common stock,
$.01 par value
per share

219,040 shares

7.03

1,539,851.20

195.10

(1)

Represents the number of shares of Regent common stock currently reserved or available for issuance under The Regent Communications, Inc. Senior Management Bonus Plan. 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 purposes of calculating the amount of the registration fee pursuant to Rule 457(c) and (h), based upon the average of the high and low prices of Regent common stock as reported on the Nasdaq National Market on January 28, 2004.

(3)

Calculated pursuant to Rule 457(c) by multiplying (A) .0001267 by (B) the proposed maximum aggregate offering price.

The documents containing the information required in Part I of the registration statement will be provided to each participant as required by Rule 428(b)(1). Such documents are not being filed with the SEC in accordance with the instructions to Form S-8, but constitute (along with the documents incorporated by reference into the registration statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933.

The following documents, as filed with the Commission, are incorporated herein by reference, except for information furnished under Item 9 or Item 12 of Form 8-K, which is not deemed filed and not incorporated herein by reference:

(1)

the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002;

(2)

the Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 2003;

(3)

the Registrant’s Current Reports on Form 8-K filed with the Commission on March 11, as amended, April 10, May 6, May 20, July 1, August 8, and November 7, 2003; and

(4)

the description of the Registrant’s common stock contained in the registration statement filed under the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all such securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing such documents, except for information furnished under Item 9 or Item 12 of Form 8-K, which is not deemed filed and not incorporated herein by reference.

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 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.

The Registrant carries directors’ and officers’ liability insurance coverage that insures its directors and officers and the directors and officers of its subsidiaries in certain circumstances.


4.1		The Regent Communications, Inc. Senior Management Bonus Plan
5.1		Opinion of Graydon Head & Ritchey LLP
23.1		Consent of Graydon Head & Ritchey LLP (included in Exhibit 5.1)
23.2		Consent of PricewaterhouseCoopers LLP
23.3		Consent of Ernst & Young LLP

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 provisions referred to in Item 6, 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 Act 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 Act and will be governed by the final adjudication of such issue.

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 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(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 of 1933;

(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 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 a prospectus filed with Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represented 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 1(i) and 1(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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.

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-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on January 30, 2004.

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.


/s/ TERRY S. JACOBS	Date:	January 30, 2004

Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS	Date:	January 30, 2004

Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer


Directors of the Company:

/s/ JOEL M. FAIRMAN	Date:	January 30, 2004

Joel M. Fairman

/s/ HENDRIK J. HARTONG	Date:	January 30, 2004

Hendrik J. Hartong

/s/ WILLIAM H. INGRAM	Date:	January 30, 2004

William H. Ingram

/s/ TERRY S. JACOBS	Date:	January 30, 2004

Terry S. Jacobs

/s/ R. GLEN MAYFIELD	Date:	January 30, 2004

R. Glen Mayfield

/s/ TIMOTHY M. MOONEY	Date:	January 30, 2004

Timothy M. Mooney

/s/ RICHARD H. PATTERSON	Date:	January 30, 2004

Richard H. Patterson

/s/ WILLIAM L. STAKELIN	Date:	January 30, 2004

William L. Stakelin

/s/ WILLIAM P. SUTTER, JR	Date:	January 30, 2004

William P. Sutter, Jr.

/s/ JOHN H. WYANT	Date:	January 30, 2004

John H. Wyant


Exhibit		Description of Exhibit

4.1		The Regent Communications, Inc. Senior Management Bonus Plan

5.1		Opinion of Graydon Head & Ritchey LLP

23.1		Consent of Graydon Head & Ritchey LLP (included in Exhibit 5.1)

23.2		Consent of PricewaterhouseCoopers LLP

23.3		Consent of Ernst & Young LLP

Regent Communications, Inc. (the “Company”) has, by appropriate resolution of its Board of Directors (the “Board”), adopted the following Senior Management Bonus Plan (the “Plan”) to be effective upon the first day of January 2002, subject to its approval by the Company’s shareholders.

1. Purpose. The purpose of the Plan is to promote the success of the Company and its subsidiaries by providing incentive bonuses to members of the Company’s senior management team that will link their personal interests to the long-term financial success of the Company and its subsidiaries and to growth in shareholder value. The Plan is designed to provide flexibility to the Company in its ability to motivate and retain the services of key employees upon whose judgment, interest, and special effort the successful conduct of its operations is largely dependent.

2. Eligibility. Participation in the Plan shall be limited to the Company’s executive officers and other key managerial personnel of the Company or of the Company’s subsidiaries. The Company’s Compensation Committee (the “Committee”) will from time to time determine the employees who may participate in this Plan and the extent to which such persons may participate.

3. Bonuses that may be awarded under the Plan. Subject to Section 10, the Committee may, in its sole discretion, and subject to the terms of the Plan, grant an annual bonus to eligible employees in an amount as determined by the Committee (the “Bonus”).

4.1 Cash Portion. Seventy percent (70%) (or such percentage as established by the Committee from year to year) of a participant’s Bonus for a calendar year shall be paid in cash to such participant as soon as administratively feasible after the end of such calendar year if such participant is employed with the Company, or any of the Company’s subsidiaries, on the last day of such calendar year.

4.2 Stock Portion. Thirty percent (30%) (or such percentage as established by the Committee from year to year) of a participant’s Bonus for a calendar year shall be paid in the form of shares of the Company’s common stock to be issued to such participant as soon as administratively feasible after the end of such calendar year if such participant is employed with the Company, or any of the Company’s subsidiaries, on the last day of such calendar year; provided however, that the Committee may, in its discretion, determine that the stock portion of a participant’s Bonus shall be represented by a grant of phantom stock units having the terms and conditions as set forth in a grant letter from the Company to the participant.

4.3 Fair Market Value. All shares of common stock and phantom stock units shall be valued at fair market value for all purposes of this Plan. As used herein, the “fair market value” of a share of Company common stock shall be the average of the high and low sales prices of a share of common stock on the Nasdaq National Market or other securities exchange, automated quotation system or other similar trading market which then constitutes the primary trading market for shares of Company common stock (the “Primary Exchange”), as of the applicable date.

5. Shares Subject to the Plan. Subject to adjustments provided in paragraph 6 hereof, the aggregate number of shares of common stock that may be awarded under the Plan shall not exceed 250,000. Such shares may consist, either in whole or in part, of the Company’s authorized but unissued common stock or shares of the Company’s authorized and issued common stock reacquired by the Company and held in its Treasury, as may from time to time be determined by the Board.

6. Adjustment of Shares Subject to the Plan. In the event there is any change in the common stock of the Company subject to the Plan through the declaration of stock dividends, or through recapitalization resulting in stock split-ups, or combinations or exchanges of shares, or otherwise, the number of shares of common stock available under the Plan shall be appropriately adjusted by the Board.

7. Effect on Employment. Nothing contained in this Plan shall give, or be construed as giving, to any participant the right to be retained in the employ of the Company or of any of the Company’s subsidiaries nor create any obligation on the part of the Company to continue the employment of any participant.

8. Other Incentive Plans. The adoption of this Plan does not preclude the adoption by appropriate means of any other incentive plan for employees of the Company or its subsidiaries, whether or not such employees are eligible to participate in this Plan.

9. No Rights Granted; Uniformity. No person shall have any claim or right to any Bonus under this Plan or in any other plan contemplated or referred to herein. Neither the Company nor the Committee has any obligation to treat all participants uniformly and awards may vary with respect to each participant as the Company or the Committee deems appropriate in its sole discretion.

10. Plan Administration. This Plan shall be administered by the Committee, or if no Committee has been appointed by the Board, shall be administered by the Board. The Committee shall have full power to administer and interpret this Plan. In making any compensation decisions, the Committee shall be entitled to rely on opinions, reports, or statements of officers or employees of the Company and its subsidiaries and of counsel, public accountants and other professional or expert persons. Notwithstanding anything in this Plan to the contrary, the Committee may from time to time delegate authority to appropriate officers of the Company to make compensation decisions and awards with respect to eligible employees other than the Company’s executive officers. All actions of the Committee shall be subject to the approval of the Board. All determinations and decisions made by the Board pursuant to the

provisions of the Plan and all related orders or resolutions of the Board shall be final, conclusive and binding on all persons, including the Company and its subsidiaries, its stockholders, employees, and participants and their estates and beneficiaries, and such determinations and decisions shall not be reviewable.

11. Compliance with Law and Approval of Regulatory Bodies. No shares will be delivered under this Plan except in compliance with all applicable federal and state laws and regulations including, without limitation, compliance with applicable federal and state securities laws, withholding tax requirements and the rules of all domestic stock exchanges and reporting systems on which the Company’s shares of common stock may be listed or reported, as the Committee, in its sole discretion, may deem necessary or advisable. Any share certificate issued to evidence shares of stock may bear legends and statements the Committee shall deem advisable to assure compliance with federal and state laws and regulations.

12. Rule 16b-3 Requirements. Notwithstanding any other provision of the Plan, the Committee may impose such conditions on any Bonus as may be required to satisfy the requirements of Rule 16b-3 (or any successor rule), under the Securities Exchange Act of 1934.

13. Withholding Taxes. The Company shall have the right to require a payment from a participant to cover applicable withholding taxes. If permitted by the Committee, a participant may make a written election to have shares of stock withheld from the shares otherwise to be received and applied by the Company to the payment of applicable taxes relative to the granting of the Bonus. The number of shares so withheld shall have an aggregate fair market value, as determined by the Committee, sufficient to satisfy the applicable withholding taxes.

14. Duration of Plan, Amendment, Modification and Termination. The Plan commences January 1, 2002, subject to its approval by the Company’s shareholders and shall continue until terminated by the Board. At any time and from time to time, the Board may terminate, amend, or modify the Plan. No termination, amendment or modification of the Plan shall in any manner adversely affect any Bonus theretofore granted under the Plan, without the written consent of the participant.

15. Notices. All notices given, made, delivered, or transmitted to a participant by the Company shall be deemed duly given when mailed first class mail, postage prepaid, and addressed to the participant at the address last appearing on the records of the Company. A participant may change the address as shown on the records of the Company by giving written notice thereof to the Company.

16. Governing Law. The validity, construction, interpretation and effect of this instrument shall exclusively be governed by and determined in accordance with the law of the State of Delaware, except to the extent preempted by federal law, which shall to the extent govern.

Douglas D. Roberts, Esq.
Direct Dial: (513) 629-2733
E-Mail: droberts@graydon.com

Regent Communications, Inc.
100 E. RiverCenter Boulevard
9th Floor
Covington, Kentucky 41011

We have acted as counsel to Regent Communications, Inc. (the “Company”), a Delaware corporation, in connection with the registration of 219,040 shares of its common stock to be issued under the Company’s Senior Management Bonus Plan (the “Plan”).

As counsel for the Company, we have made such legal and factual examinations and inquiries as we deemed advisable for the purpose of rendering this opinion. In addition, we have examined such documents and materials, including the Company’s Certificate of Incorporation, By-laws and other corporate records of the Company, as we have deemed necessary for the purpose of this opinion.

On the basis of the foregoing, we are of the opinion that the 219,040 shares of common stock being offered under the Plan by the Company are currently validly authorized and, when issued and sold as contemplated by the Registration Statement, will be legally issued, fully paid and non-assessable shares of common stock of the Company.

We hereby consent to the filing of this opinion as part of the above-referenced Registration Statement and amendments thereto.

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 5, 2003 relating to the financial statements and financial statement schedule of Regent Communications, Inc., which appears in Regent Communications, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2002.

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 19, 2002 (except for Notes 1 and 3, as to which the date is October 15, 2002, Note 11, as to which the date is February 13, 2003, and Note 12, as to which the date is April 15, 2003), with respect to the combined financial statements of The Radio Businesses of Brill Media Company, LLC for the years ended February 28, 2002 and 2001.


Delaware		31-1492857

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


		Very truly yours,

		GRAYDON HEAD & RITCHEY LLP

		By:		/s/ DOUGLAS D. ROBERTS

				Douglas D. Roberts, Partner


				REGENT COMMUNICATIONS, INC

		By:		/s/ TERRY S. JACOBS

				Terry S. Jacobs
				Chairman of the Board and Chief
				Executive Officer


*Re:*		*Issuance of 219,040 Shares of Common Stock of Regent Communications, Inc. Pursuant to Registration Statement on Form S-8 Filed with the Securities and Exchange Commission*