As filed with the
Securities and Exchange Commission on November 9, 1994
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM S-8
Registration Statement
Under
The Securities Act of 1933
JACOR COMMUNICATIONS,INC.
(Exact name of registrant as specified in its charter)
Ohio 31-0978313
(State or other jurisdiction of (I.R.S. Employee
incorporation or organization) Identification No.)
1300 PNC Center
201 E. Fifth Street
Cincinnati, Ohio 45202
(Address of Principal Executive Offices
including Zip Code)
JACOR COMMUNICATIONS, INC. 1995 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Copy To:
R. Christopher Weber Richard G. Schmalzl, Esq.
Jacor Communications, Inc. Graydon, Head & Ritchey
1300 PNC Center 1900 Fifth Third Center
201 E. Fifth Street 511 Walnut Street
Cincinnati, Ohio 45202 Cincinnati, Ohio 45202
(513) 621-1300 (513) 621-6464
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price offering registration
Registered registered per share price fee
Common Stock 200,000 $13.75 $2,750,000.00 $948.28(1)
no par value shares
(1) Calculated in accordance with Rule 457(c) based upon the
average of the high and low prices of Jacor Communications,
Inc. common stock in the Nasdaq National Market as of
November 2, 1994.
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Jacor Communications, Inc. (the "Registrant") is filing
this Registration Statement on Form S-8 in order to register shares
of its common stock, no par value, relating to the Registrant's 1995
Employee Stock Purchase Plan (the "Plan").
Part I Information Required in the Section 10(a) Prospectus.
The information required in Part I of this Registration
Statement is not being filed with the Commission in accordance with
the instructions to Form S-8.
Item 1. Plan Information.
The Registrant shall deliver to each participant in the
Plan, the information required by this Item 1.
Item 2. Registrant Information and Employee Plan Award
Information.
The Registrant shall provide to each participant in the
Plan a written statement advising them of the availability without
charge to each such participant, upon written or oral request, of
the documents incorporated by reference in the Section 10(a)
Prospectus (not including Exhibits to the documents that are
incorporated by reference into the Registration Statement).
Requests for such information shall be made to the Registrant's
Senior Vice President and Chief Financial Officer, 1300 PNC Center,
201 E. Fifth Street, Cincinnati, Ohio 45202, telephone (513) 621-
1300.
Part II Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The documents listed below are incorporated by reference
into this Registration Statement, and all documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, shall be deemed to be
incorporated by reference in this Registration Statement and to be a
part thereof from the date of filing of such documents; provided,
however, that any information set forth in any proxy statement of
the Registrant pursuant to Items 402(i), (k) and/or (l) of
Regulation S-K is specifically not incorporated by reference herein.
(a) The Registrant's latest annual report filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, or
either: (1) the latest prospectus filed pursuant to Rule 424(b)
under the Securities Exchange Act of 1933 that contains audited
financial statements for the Registrant's latest fiscal year for
which statements have been filed, or (2) the Registrant's effective
registration statement on Form 10 or 20-F filed under the Securities
Exchange Act of 1934 containing audited financial statements for the
Registrant's latest fiscal year.
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(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the Registrant's documents referred to in the
above paragraph.
(c) The description of the Registrant's common stock
contained in a registration statement filed under the Securities
Exchange Act of 1934, including any amendment or report filed for
the purpose of updating such description.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 1701.13 of the Ohio Revised Code provides that a
corporation may indemnify or agree to indemnify any person who was
or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, other than
an action by or in the right of the corporation, by reason of the
fact that he is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee, or agent of
another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust or other enterprise against
expenses, including attorneys' fees, judgments, fines, and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he 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 termination of any action, suit or
proceeding by judgment, order, settlement or conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act 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 he had reasonable cause to believe that his
conduct was unlawful. Section 1701.13 further specifies that a
corporation may indemnify or agree to indemnify any person who was
or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee, or agent
of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee, or agent of
another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust or other enterprise against
expenses, including attorneys' fees actually and reasonably incurred
by him in connection with the defense or settlement of such action
or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
<PAGE>
corporation, except that no indemnification shall be made in respect
of any claim, issue, or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless, and only to the
extent that the court of common pleas, or the court in which such
action or suit was brought, determines upon application that,
despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses as the court of common pleas
or such other court shall deem proper. In addition, Section 1701.13
of the Ohio Revised Code requires a corporation to pay any expenses,
including attorneys' fees, of a director in defending an action,
suit or proceeding referred to above as they are incurred, in
advance of the final disposition of the action, suit or proceeding,
upon receipt of an undertaking by or on behalf of the director in
which he agrees to both (i) repay such amount if it is proved by
clear and convincing evidence that his action or failure to act
involved an act or omission undertaken with deliberate intent to
cause injury to the corporation or undertaken with reckless
disregard for the best interests of the corporation and (ii)
reasonably cooperate with the corporation concerning the action,
suit or proceeding. The indemnification provided by Section 1701.13
shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under the articles or
regulations of the Registrant.
Section 1 of Article VI of the Registrant's Amended and
Restated Code of Regulations (the "Code of Regulations") generally
provides that each of the Registrant's directors, officers and
employees is entitled to be indemnified from personal liability to
the fullest extent permitted by Ohio law. Section 1701.13 of the
Ohio Revised Code permits a corporation to indemnify its officers,
directors and employees (other than in certain cases involving bad
faith, negligence or misconduct) from and against any all claims and
liabilities to which he may be or become subject by reason of his
position, or acts or omissions in such position, including
reasonable costs of defense and settlements (except in connection
with shareholder derivative suits, where indemnification is limited
to the costs of defense). Ohio law also permits corporations to
provide broader indemnification than that provided by statute.
Pursuant to authority contained in its Code of Regulations, the
Registrant maintains in force a standard directors' and officers'
liability insurance policy providing coverage of $10,000,000 against
liability incurred by any director or officer in his capacity as
such.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Exhibit Page
4.01 Jacor Communications, Inc. 1995 Employee
Stock Purchase Plan 8
5.01 Opinion of Graydon, Head & Ritchey 16
23.01 Consent of Independent Accountants 17
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(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;
(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 the above paragraphs (i) and (ii)
do not apply if the Registration Statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
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.
<PAGE>
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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement 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.
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 foregoing
provisions, 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.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of 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 Cincinnati, State of Ohio, on this 30th day of October,
1994.
JACOR COMMUNICATIONS, INC.
By: /s/ R. CHRISTOPHER WEBER
R. Christopher Weber, Senior
Vice President and Chief
Financial Officer
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 date indicated.
October 30, 1994 /s/ RANDY MICHAELS
Randy Michaels, President, Co-Chief
Operating Officer and Director
October 30, 1994 /s/ R. CHRISTOPHER WEBER
R. Christopher Weber, Senior Vice
President and Chief Financial Officer
October 30, 1994 /s/ ROBERT L. LAWRENCE
Robert L. Lawrence, Co-Chief
Operating Officer and Director
October 30, 1994 /s/ DAVID M. SCHULTE
David M. Schulte, Chairman
and Director
October 30, 1994 /s/ JOHN W. ALEXANDER
John W. Alexander, Director
October 30, 1994
Rod F. Dammeyer, Director
October 30, 1994 /s/ F. PHILIP HANDY
F. Philip Handy, Director
October 30, 1994 /s/ MARC LASRY
Marc Lasry, Director
October 30, 1994 /s/ SHELI Z. ROSENBERG
Sheli Z. Rosenberg, Director
October 30, 1994 /s/ SAMUEL ZELL
Samuel Zell, Director<PAGE>
<PAGE>
<PAGE>
EXHIBIT 4.01
JACOR COMMUNICATIONS, INC.
1995 EMPLOYEE STOCK PURCHASE PLAN
(Effective Date: January 1, 1995)
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<PAGE>
JACOR COMMUNICATIONS, INC.
1995 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose of the Plan. This 1995 Employee Stock Purchase
Plan (the "Plan") is intended as an incentive and to encourage stock
ownership by all eligible employees of Jacor Communications, Inc., an
Ohio corporation (the "Company") and its Subsidiaries, so that they may
share in the fortunes of the Company by acquiring or increasing their
proprietary interest in the Company. The Plan is designed to encourage
eligible employees to remain in the employ of the Company. It is
intended that options issued pursuant to this Plan shall constitute
options issued pursuant to an "employee stock purchase plan" within the
meaning of Section 423 of the Internal Revenue Code of 1986, as amended
(the "Code").
2. Definitions.
2.1 "Agent" shall mean the stock transfer agent for the
Common Stock.
2.2 "Base Pay" means regular straight time earnings or
draw, but excludes compensation for overtime, commissions, bonuses,
amounts paid as reimbursement of expenses and other additional
compensation; provided, however Base Pay for account executives means
sales commissions for the most recent calendar year.
2.3 "Common Stock" means the Company's Common Stock, no par
value.
2.4 "Fair Market Value" means the closing price for the
Common Stock on a national stock exchange or, if the stock is not
traded on an exchange, the last sale price for the Common Stock as
reported on the National Association of Securities Dealers Automated
Quotation System.
2.5 "Investment Account" shall mean the separate account for
each participating employee reflecting the number of shares of Common
Stock purchased under the terms of the Plan that have not been
withdrawn by the employee.
2.6 "Offering Date" means the commencement date of the
offering if such date is a regular business day or the first business
day following such commencement date. A different date may be set by
resolution of the Board of Directors of the Company (the "Board").
2.7 "Parent" means any corporation, other than the Company,
in an unbroken chain of corporations ending with the Company if each
of the corporations other than the Company owns stock possessing fifty
percent (50%) or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
2.8 "Payroll Deduction Account" shall mean the funds
accumulated with respect to an individual employee as a result of
deductions from his or her paycheck for the purpose of purchasing
stock under this Plan. The funds allocated to an employee's Payroll
Deduction Account shall remain the property of the respective employee
at all times during each offering.
<PAGE>
2.9 "Plan Year" means the calendar year.
2.10 "Subsidiary" or "Subsidiaries" means any corporation or
corporations other than the Company in an unbroken chain of
corporations beginning with the Company if each of the corporations
other than the last corporation in the unbroken chain owns stock
possessing fifty percent (50%) or more of the total combined voting
power of all classes of stock in one of the other corporations in such
chain.
3. Employees Eligible to Participate. All employees of the
Company and its Subsidiaries as may be designated for such purpose
from time to time by the Plan Administrator shall be eligible to
participate in the Plan, provided each of such employees:
(a) is employed on the first day of each applicable Plan
Year and has timely completed an Enrollment Agreement described in
Section 8 for that Plan Year; and
(b) does not own, immediately after the right to purchase
Shares under the Plan is granted, stock possessing Five Percent (5%)
or more of the total combined voting power or value of all classes of
stock of the Company or a Subsidiary. In determining stock ownership
for purposes of the preceding sentence, the rules of Section 424(d) of
the Code shall apply and stock which the employee may purchase under
outstanding options shall be treated as stock owned by the employee.
4. Offerings. The first offering under this Plan shall
commence on January 1, 1995 and terminate on December 31, 1995.
Thereafter, offerings shall commence on January 1 and terminate on
December 31 of the following year until the Plan is terminated by the
Board or no additional shares of Common Stock of the Company are
available for purchase under the Plan.
5. Price. The purchase price per share shall be the lesser
of (1) 85% of the Fair Market Value of the Common Stock on
the Offering Date; or (2) 85% of the Fair Market Value of the Common
Stock on the last business day of the offering.
6. Stock Subject to the Plan. The stock subject to the
options shall be shares of the Company's authorized but unissued Common
Stock or shares of Common Stock reacquired by the Company, including
shares purchased in the open market. The aggregate number of shares
which may be issued pursuant to the Plan is 200,000, subject to
increase or decrease by reason of stock split-ups, reclassifications,
stock dividends, changes in par value and the like.
7. Changes in Capital Structure.
7.1 In the event that the outstanding shares of Common
Stock of the Company are hereafter increased or decreased or changed
into or exchanged for a different number or kind of shares or other
securities of the Company or of another corporation, by reason of any
reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, combination of shares, or dividend
payable in shares, appropriate adjustment shall be made by the Board
in the number or kind of shares as to which an option granted under
<PAGE>
this Plan shall be exercisable, to the end that the participant's
proportionate interest shall be maintained as before the occurrence of
such event. Any such adjustment made by the Board shall be conclusive.
7.2 If the Company is not the surviving or resulting
corporation in any reorganization, merger, consolidation or
recapitalization, each outstanding option shall be assumed by the
surviving or resulting corporation and each option shall continue in
full force and effect, and shall apply to the same number and class of
securities of the surviving corporation as a holder of the number of
shares of Common Stock subject to the option would be entitled under
the terms of the reorganization, merger, consolidation or
recapitalization.
8. Participation. An eligible employee may become a
participant by completing, signing and filing an enrollment agreement
("Enrollment Agreement") and any other necessary papers with the
Company at least ten days prior to the commencement of the particular
offering in which he or she wishes to participate. Payroll deductions
for a participant shall commence on the Offering Date and shall end on
the termination date of such offering unless earlier terminated by the
employee as provided in Section 14. Participation in one offering
under the Plan shall neither limit, or require, participation in any
other offering.
9. Payroll Deductions.
9.1 At the time a participant files his or her Enrollment
Agreement, he or she shall elect to have deductions made from his or
her pay at such regular intervals as may be determined by the Committee
during the time he or she is a participant in an offering at not less
than $10 or more than 10% of his or her Base Pay.
9.2 All payroll deductions made for a participant shall be
credited to his or her Payroll Deduction Account under the Plan. A
participant may not make any separate cash payment into such Payroll
Deduction Account nor may payment for shares be made other than by
payroll deduction.
9.3 A participant may discontinue his or her payroll
deductions or participation in the Plan as provided in Section 14, but
no other change can be made during an offering and, specifically,
except as provided in Section 14, a participant may not alter the rate
of his or her payroll deductions for that offering.
10. Granting of Option.
10.1 On the Offering Date, this Plan shall be deemed to have
granted to the participant an option for as many full shares as he or
she will be able to purchase with the payroll deductions credited to
his or her Payroll Deduction Account during his or her participation
in that offering; provided that the maximum number of shares that a
participant may purchase under an offering shall be the participants
Base Pay on the Offering Date divided by the Fair Market Value of the
Common Stock on that Offering Date.
10.2 Notwithstanding the foregoing, no employee shall be
granted an option which permits his or her rights to purchase Common
<PAGE>
Stock under the Plan and any similar employee stock purchase plans of
the Company and, if applicable, a Subsidiary and, if applicable, a
Parent to accrue at a rate which exceeds $25,000 of Fair Market Value
of such stock (determined at the time such option is granted) for each
calendar year which such option is outstanding at any time. The
purposes of the limitation in the preceding sentence is to comply with
Section 423(b)(8) of the Code.
10.3 If the total number of shares for which options are to
be granted on any date in accordance with Paragraph 10.1 exceeds the
number of shares then available under the Plan (after deduction of all
shares for which options have been exercised or are then outstanding),
the Company shall make a pro rata allocation of the shares remaining
available in as nearly a uniform manner as shall be practical and as
it shall determine to be equitable.
11. Exercise of Option. Each employee who continues to be
a participant in an offering on the last business day of that offering
shall be deemed to have exercised his or her option on such date and
shall be deemed to have purchased from the Company such number of full
shares of Common Stock (subject to the limitations under Section 10)
reserved for the purpose of the Plan as his or her accumulated payroll
deductions on such date will pay for at the purchase price. All such
shares purchased shall be credited to the participants Investment
Account. The Agent shall hold in its name or in the name of its
nominee all certificates for shares purchased until shares are
withdrawn by the Participant under Section 13.
12. Employee's Rights as a Stockholder.
12.1 No participating employee shall have any right as a
stockholder with respect to any shares under the Plan until the shares
have been purchased in accordance with Section 11 above and the stock
certificate has actually been issued.
12.2 All cash dividends paid with respect to shares of
Common Stock in a participant's Investment Account shall, unless
otherwise directed by the Committee, be used to purchase additional
shares of Common Stock on the next date shares are purchased pursuant
to Section 11, subject to the limitations in Section 10. Such shares
shall be added to the participant's Investment Account.
12.3 Each participant shall be entitled to direct the Agent
as to the voting of any shares of Common Stock held in the
participant's Investment Account.
13. Withdrawal from Investment Account.
13.1 A participant shall have the right to withdraw a
certificate for all or a portion of the Common Stock credited to his
or her Investment Account by giving notice to the Company; provided
such requests may not be made more frequently than once per calendar
quarter.
13.2 Each certificate withdrawn by a participant may be
registered only in the name of the participant, or if the participant
so directs, in the names of the participant and one other person, as
joint tenants with right of survivorship, tenants in common, or as
<PAGE>
community property, to the extent and in the manner permitted by
applicable law.
14. Withdrawal from Payroll Deduction Account.
14.1 An employee may withdraw from the Plan, in whole but
not in part, at any time prior to the last business day of each
offering by delivering a withdrawal notice ("Withdrawal Notice") to the
Company, in which event the Company will refund the entire balance of
his or her Payroll Deduction Account as soon as practicable thereafter.
14.2 To re-enter the Plan, an employee who has previously
withdrawn must file a new Enrollment Agreement in accordance with
Section 8. His or her re-entry into the Plan cannot, however, become
effective before the beginning of the next offering following his or
her withdrawal.
14.3 An employee may elect to discontinue his or her payroll
deductions during the course of a particular offering, at any time
prior to the last business day preceding the final pay day during such
offering by delivering an election to discontinue deductions to the
Company, and such election shall not constitute a withdrawal for the
purposes of this Section 14. In the event that an employee elects to
discontinue his or her payroll deductions pursuant to this Paragraph
14.3, the employee shall remain a participant in such offering and
shall be entitled to purchase from the Company such number of full
shares of Common Stock as set forth in and in accordance with Section
11 of the Plan.
15. Carryover of Payroll Deduction Account. The Company
shall carryover the balance of a participant's Payroll Deduction
Account to the next offering unless the participant does not enroll in
the next offering, in which event the balance of the participant's
Payroll Deduction Account shall be refunded to the participant. Upon
termination of the Plan, the balance of each participant's Payroll
Deduction Account shall be returned to the participant.
16. Interest. No interest will be paid or allowed on any
money in the Payroll Deduction Accounts of participating employees.
17. Rights Not Transferable. No participant shall be
permitted to sell, assign, transfer, pledge, or otherwise dispose of
or encumber either the payroll deductions credited to his or her
Payroll Deduction Account, Common Stock credited to his or her
Investment Account, or any rights with regard to the exercise of an
option or to receive shares under the Plan other than by will or the
laws of descent and distribution, and such right and interest shall not
be liable for, or subject to, the debts, contracts, or liabilities of
the employee. If any such action is taken by the participant, or any
claim is asserted by any other party in respect of such right and
interest whether by garnishment, levy, attachment or otherwise, such
action or claim will be treated as an election to withdraw in
accordance with Sections 13 or 14, whichever is applicable.
18. Termination of Employee's Rights. An employee's rights
under the Plan will terminate when he or she ceases to be an employee
because of resignation, layoff, or discharge. A Withdrawal Notice will
be considered as having been received from the employee on the day his
<PAGE>
or her employment ceases, and all payroll deductions not used will be
refunded.
If an employee's employment shall be terminated by reason of
retirement, death, or disability prior to the end of the current
offering, he or she (or his or her designated beneficiary, in the event
of his or her death, or if none, his or her legal representative) shall
have the right, within 90 days thereafter, to elect to have the balance
of his or her Payroll Deduction Account either paid to him or her in
cash or applied at the end of the current offering toward the purchase
of Common Stock.
19. Administration of the Plan. The Plan shall be
administered by the Board, if each director is a "disinterested person"
(as defined below). If all directors are not "disinterested persons,"
the Plan shall be administered by a committee consisting of two or more
members of the Board, each of whom shall be a "disinterested person,"
which committee (the "Committee") may be an executive, compensation or
other committee, including a separate committee especially created for
this purpose. The Committee shall have such of the powers and
authority vested in the Board hereunder as the Board may delegate to
it (including the power and authority to interpret any provision of
this Plan or of any option). The members of such Committee shall serve
at the discretion of the Board. A majority of the members of the
Committee shall constitute a quorum, and all actions of the Committee
shall be taken by a majority of the members present. Any action may
be taken by a written instrument signed by all of the members of the
Committee and any action so taken shall be fully effective as if it had
been taken at a meeting. The board and/or the Committee, if one has
been established by the Board, shall be referred to in this Plan as
the "Plan Administrator." "Disinterested person" shall be defined by
reference to the rules and regulations promulgated under Section 16(b)
of the Securities Exchange Act of 1934, as amended (the "Act"). The
Human Resources Committee shall be the Plan Administrator until a
different Plan administrator is established by the Board.
Subject to the provisions of this Plan, and with a view to
effecting its purpose, the Plan Administrator shall have sole
authority, in its absolute discretion, to (a) designate from time to
time the Subsidiaries whose employees will be eligible to participate
in the Plan; (b) construe and interpret this Plan; (c) define the terms
used in this Plan; (d) prescribe, amend and rescind rules and
regulations relating to this Plan; (e) correct any defect, supply any
omission or reconcile any inconsistency in this Plan; (f) determine all
other terms and conditions of options; and (g) make all other
determinations necessary or advisable for the administration of this
Plan. All decisions, determinations and interpretations made by the
Plan Administrator shall be binding and conclusive on all participants
in this Plan and on their legal representatives, heirs and
beneficiaries.
20. Termination and Amendments to Plan. The Plan may be
terminated at any time by the Board. The Plan will terminate in any
case on the date on which all or substantially all of the unissued
shares of Common Stock reserved for the purpose of the Plan have been
purchased. Upon termination of the Plan, all payroll deductions not
used to purchase Common Stock will be refunded.
<PAGE>
The Board also reserves the right to amend the Plan from time
to time in any respects, provided, however, that no amendment shall be
effective without prior approval of the stockholders (a) which would,
except as provided in Section 6 and 7, increase the aggregate number
of shares of Common Stock to be issued under the Plan, (b) which would,
except as provided in Section 3, change the class of employees eligible
to receive options under the Plan or (c) if such amendment requires
stockholder approval for any other reason in order for the Plan to be
eligible or continue to qualify for the benefits conferred by
Securities and Exchange Commission Rule 16b-3, as amended from time to
time, or any successor rule or regulatory requirements.
21. Effective Date. The Plan shall become effective on
January 1, 1995 provided that it has been adopted by the Board and
provided further that within 12 months after the date the Plan is
adopted by the Board, the Plan is approved and adopted by the holders
of a majority of the outstanding shares of stock of the Company
entitled to vote thereon. If the Plan shall not be subsequently
approved and adopted by the shareholders of the Company as specified
herein, the Plan shall be null and void and all funds in any Payroll
Deduction Account shall be returned to the Participants.<PAGE>
<PAGE>
<PAGE>
EXHIBIT 5.1
November 9, 1994
Jacor Communications, Inc.
1300 PNC Center
201 E. Fifth Street
Cincinnati, 45202
Re: Sale of 200,000 Shares of Common Stock of Jacor
Communications, Inc. Pursuant to the Company's
Form S-8 Registration Statement Filed with the
Securities and Exchange Commission on November 9,
1994
Dear Gentlemen:
We have acted as counsel to Jacor Communications, Inc. (the
"Company"), an Ohio corporation, in connection with the registration
of 200,000 shares of Common Stock of the Company, all of which may be
issued and sold under the Company's 1995 Employee Stock Purchase Plan,
as set forth in the S-8 Registration Statement filed by the Company
with the Securities and Exchange Commission on November 9, 1994.
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 Articles of
Incorporation, Code of Regulations 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
200,000 shares of Common Stock being offered for sale 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.
Sincerely yours,
GRAYDON, HEAD & RITCHEY
By: /s/ RICHARD G. SCHMALZL, ESQ.
Richard G. Schmalzl, Esq.<PAGE>
<PAGE>
<PAGE>
EXHIBIT 23.01
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of our reports dated March 7, 1994 on our audits
of the consolidated financial statements and financial statement
schedules of Jacor Communications, Inc. as of December 31, 1993 and
1992, and for each of the three years in the period ended December 31,
1993, which reports are included in the 1993 Annual Report on Form
10-K of Jacor Communications, Inc.
COOPERS & LYBRAND
Cincinnati, Ohio
November 8, 1994
