-----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, Ka7FK/wyfzuQBlQ4OqMRgJPKAMMAE5Q8BYodVwdUIlTKZYDyFSJFgzMekY3m5LzG yzshbG5NcCsUr5+5grO4kw== 0000950152-05-009757.txt : 20051206 0000950152-05-009757.hdr.sgml : 20051206 20051206165028 ACCESSION NUMBER: 0000950152-05-009757 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051130 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051206 DATE AS OF CHANGE: 20051206 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: 000-29079 FILM NUMBER: 051247530 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 l17348ae8vk.txt REGENT COMMUNICATIONS, INC. FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) November 30, 2005 --------------------- REGENT COMMUNICATIONS, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-15392 31-1492857 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 2000 Fifth Third Center, 511 Walnut Street, Cincinnati, Ohio 45202 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (513) 651-1190 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 1 REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Acceleration of Vesting of Stock Options. On November 30, 2005, the Compensation Committee of the Board of Directors of Regent Communications, Inc. (the "Company") approved the acceleration of the vesting of all outstanding unvested stock options granted by the Company that were "out-of-the-money" as of the close of business on November 30, 2005. A stock option was considered to be "out-of-the-money" if the option exercise price was greater than the closing price on November 30, 2005 of the Company's common stock as reported on the NASDAQ National Market. As a result of the Committee's action, all "out-of-the-money" unvested stock options became exercisable effective as of the close of business on November 30, 2005, rather than the later dates when such options would have vested in the normal course. The table attached as Exhibit 99.1 summarizes the outstanding stock options held by the Company's chief executive officer, chief financial officer and all other employees that were accelerated. Other than for the chief executive officer, no stock options held by the Company's directors were accelerated. The decision to accelerate the vesting of these stock options was made primarily to reduce share-based compensation expense that otherwise likely would be recorded in future periods following the Company's anticipated adoption in the first quarter of 2006 of Statement of Financial Accounting Standards No. 123(R) entitled "Share-Based Payment" ("SFAS 123(R)") and to enhance employee motivation and morale related to holding "out-of-the money" unvested stock options. On December 16, 2004, the Financial Accounting Standards Board ("FASB") issued SFAS 123(R) which requires all share-based payments to employees, including grants of employee stock options, to be valued at fair value on the date of grant, and to be expensed over the applicable vesting period. SFAS 123(R) will require that compensation expense associated with stock options be recognized in the income statement of the Company rather than as a footnote disclosure. The Company must recognize compensation expense related to any awards that are not fully vested as of the effective date, January 1, 2006. Upon adoption by the Company, SFAS 123(R) also will apply to options granted on or after January 1, 2006. The Company estimates that this action will result in a reduction of approximately $2.3 million, net of income taxes, in the Company's share-based compensation expense that likely would have been recorded in future periods. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit Description ------- ----------- 99.1 Summary of Stock Options Subject to Accelerated Vesting 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. By: /s/ Anthony A. Vasconcellos ------------------------------ Anthony A. Vasconcellos Executive Vice President and Chief Financial Officer Date: December 6, 2005 3 EX-99.1 2 l17348aexv99w1.txt EX-99.1 EXHIBIT 99.1 SUMMARY OF STOCK OPTIONS SUBJECT TO ACCELERATED VESTING Aggregate number of shares Weighted average issuable upon acceleration exercise price of unvested stock options per share -------------------------- ---------------- Chief Executive Officer 385,000 $5.89 Chief Financial Officer 230,000 $6.15 All other employees 524,199 $6.07 Total (1) 1,139,199 $6.03 (1) The accelerated stock options represent approximately 26% of the Company's currently outstanding stock options. 4 -----END PRIVACY-ENHANCED MESSAGE-----