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) May 10, 2006

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):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o 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.

     On May 10, 2006, the stockholders of Regent Communications, Inc. (“Regent”) approved and adopted the Regent 2006 Directors Equity Compensation Plan (the “Plan”) as presented at the Regent 2006 Annual Meeting of Stockholders. The Plan is attached as Annex I to Regent’s Proxy Statement dated April 7, 2006, prepared in connection with the 2006 annual meeting, and the material terms of the Plan are summarized in that Proxy Statement under the heading “Description of the 2006 Directors Equity Compensation Plan.” Annex I to the Proxy Statement and the information contained under the above referenced heading in the Proxy Statement are incorporated herein by reference.

     Effective May 10, 2006, the Compensation Committee of the Board of Directors awarded an aggregate of 30,000 shares of restricted stock to Regent’s non-employee directors, as shown on the table attached as Exhibit 99.1. The terms of the restricted stock awards are subject to the terms and conditions of the Plan and to the additional specific terms set forth in the award letter. The material specific terms of the restricted stock awards are that the shares will vest in 25% increments over a four-year period conditioned upon the recipient remaining on Regent’s Board of Directors as of each anniversary date, subject to acceleration in accordance with the terms of the Plan. Any shares not vested at the time of a recipient’s termination will be forfeited. The form of the restricted stock award is attached as Exhibit 10.2.

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Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits

Exhibit		Description
	10.1	Regent Communications, Inc. 2006 Directors Equity Compensation Plan *
	10.2	Form of Restricted Stock Award pursuant to the Regent Communications, Inc. 2006 Directors Equity Compensation Plan
	99.1	Summary of May 10, 2006 Restricted Stock Awards

* Incorporated by reference to Annex I of the Regent Communications, Inc. Proxy Statement dated April 7, 2006.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, Regent Communications, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 12, 2006	REGENT COMMUNICATIONS, INC.
	By:	/s/ ANTHONY A. VASCONCELLOS
		Anthony A. Vasconcellos, Executive Vice President and Chief Financial Officer

3

EX-10.2

Exhibit 10.2

REGENT COMMUNICATIONS, INC.
2006 DIRECTORS EQUITY COMPENSATION PLAN
RESTRICTED STOCK AWARD

Date of this Award: ____________

Recipient: _____________________________

Number of Shares of Restricted Stock Awarded: ______________

1. Regent Communications, Inc. (“Regent”) hereby grants the Recipient this award of restricted shares of Regent’s common stock (the “Award”) subject to the terms and conditions of this Award and of the Regent Communications, Inc. 2006 Directors Equity Compensation Plan as amended and restated from time to time, (the “Plan”). Recipient acknowledges receipt of a copy of the Plan and agrees that the Plan, as heretofore and as it may hereafter be amended, is incorporated herein by this reference. Defined terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

2. Subject to the provisions of the Plan, the restrictions on transfer of the shares of Restricted Stock awarded hereunder shall lapse with respect to one-fourth of the shares on the first anniversary of the date of the Award, and with respect to an additional one-fourth of the shares on each of the second, third and fourth anniversaries of the Date of this Award. Such restrictions will lapse, and your ownership rights in the shares will vest, on the dates indicated provided that you are a Director on such dates. The vesting of such shares may also be accelerated upon the occurrence of certain events and/or the satisfaction of certain conditions as set forth in the Plan.

3. Any shares which do not vest as set forth in the immediately preceding paragraph will be forfeited back to Regent. Unless and until a share is so forfeited, you will be entitled to vote such share, whether or not vested, in any meeting of Regent stockholders, and you will be entitled to receive any and all dividends declared with respect to such share and otherwise exercise all the rights and privileges of a stockholder of Regent with respect to such share. The shares granted hereunder shall for all purposes be deemed fully paid and non-assessable shares of Regent’s common stock effective as of the Date of this Award.

4. No shares awarded under the Plan may be sold, transferred, assigned, pledged, encumbered or otherwise alienated or hypothecated unless, until and then only to the extent that such restrictions shall have lapsed in accordance with the Plan and this Award letter. The restrictions on transfer contained in this paragraph will also be deemed to apply to any shares of Regent’s common stock as may be issued to you as a result of this award upon the event of a stock dividend, recapitalization, reclassification, a merger, a stock split, a split-up or a combination of shares of Regent, or similar event.

5. Stock certificates evidencing shares awarded under the Plan shall be issued in the sole name of the Recipient (but may be held by Regent until the restrictions shall have lapsed in accordance with the Plan) and, in addition to all other legends required to be set forth thereon by law or otherwise, shall bear a restrictive legend as required by the Plan as follows:

The right to transfer, sell, exchange, give, pledge, encumber or otherwise dispose of the shares of stock represented by this certificate is restricted in accordance with the terms of a certain restricted stock award letter between the Company and the stockholder named in this certificate and the terms of the Regent Communications, Inc. 2006 Directors Equity Compensation Plan, as either or both of such instruments may be amended from time to time. The Company will mail to the holder hereof a copy of such award letter and the Plan without charge within five days of a written request therefor.

6. The obligations of Regent to issue or transfer shares awarded under the Plan shall be subject to compliance with all applicable government rules and regulations, and administrative actions; and the effectiveness of a registration statement under the Securities Act of 1933, as amended.

Regent Communications, Inc.
By
	William L. Stakelin, President and Chief Executive Officer

ACCEPTED AND AGREED:

Printed Name of Recipient

Signature of Recipient

Date

EX-99.1

Exhibit 99.1

Summary of Restricted Stock Awards Made on May 10, 2006

	Aggregate number of shares of restricted stock issued1
Andrew J. Armstrong, Jr.		5,000
William H. Ingram		5,000
Andrew L. Lewis, IV		5,000
Timothy M. Mooney		5,000
William P. Sutter, Jr.		5,000
John H. Wyant		5,000
Total		30,000

¹ As of the close of business on May 10, 2006, the market price of a share of Regent Communications, Inc. common stock as reported on the NASDAQ National Market was $4.25 per share.