As filed with the
Securities and Exchange Commission on August 10, 1995
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. 1993 STOCK OPTION 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 1,250,000 $18.875 $23,593,750.00 $8,135.78(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
August 9, 1995.
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REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO
INSTRUCTION E TO FORM S-8
Jacor Communications, Inc. (the "Registrant") is filing
this Registration Statement on Form S-8 in order to register an
additional 1,250,000 shares of its common stock, no par value,
relating to the Registrant's 1993 Stock Option Plan (the "Plan").
The Registrant previously registered 1,519,218 shares of its
common stock eligible for issuance under the Plan on its Form S-
8, Registration No. 33-65126, filed with the Commission on June
28, 1993. The Registrant incorporates herein by reference the
contents of such prior Form S-8, Registration No. 33-65126.
Item 8. Exhibits.
INDEX TO EXHIBITS
Exhibit Description of Exhibit Page
4.01 Amendment No. 1 to Jacor Communications,
Inc. 1993 Stock Option Plan 4
5.01 Opinion of Graydon, Head & Ritchey 5
23.01 Consent of Accountants 6
<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 31st day of July,
1995.
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.
July 31, 1995 /s/ RANDY MICHAELS
Randy Michaels, President, Co-Chief
Operating Officer and Director
July 31, 1995 /s/ R. CHRISTOPHER WEBER
R. Christopher Weber, Senior Vice
President and Chief Financial Officer
July 31, 1995 /s/ ROBERT L. LAWRENCE
Robert L. Lawrence, Co-Chief
Operating Officer and Director
July 31, 1995 /s/ DAVID M. SCHULTE
David M. Schulte, Chairman
and Director
July 31, 1995 /s/ JOHN W. ALEXANDER
John W. Alexander, Director
July 31, 1995 /s/ ROD F. DAMMEYER
Rod F. Dammeyer, Director
July 31, 1995 /s/ F. PHILIP HANDY
F. Philip Handy, Director
July 31, 1995 /s/ MARC LASRY
Marc Lasry, Director
July 31, 1995 /s/ SHELI Z. ROSENBERG
Sheli Z. Rosenberg, Director
EXHIBIT 4.01
AMENDMENT TO THE
JACOR COMMUNICATIONS, INC.
1993 STOCK OPTION PLAN
(as adopted by the Company's shareholders on May 17, 1995)
RESOLVED, that the Jacor Communications, Inc. 1993
Stock Option Plan paragraph 4 is hereby amended to read in its
entirety as follows:
4. Shares Subject to Plan. Subject to adjustments
provided in paragraph 13 hereof, the number of
shares of Common Stock which may be delivered
pursuant to the exercise of ISOs granted under the
Plan shall be 2,769,218 shares. The aggregate
number of shares of Common Stock which may be
delivered pursuant to the exercise of Options
granted under the Plan shall not exceed 2,769,218
shares. Such shares may consist, either in whole
or in part, 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. If an Option granted
under the Plan is surrendered, expires unexercised
or for any reason ceases to be exercisable in
whole or in part, the shares of Common Stock
issuable pursuant to such Option, but as to
which such Option has not been exercised,
shall again be available for the purposes of
the Plan.
EXHIBIT 5.1
August 10, 1995
Jacor Communications, Inc.
1300 PNC Center
201 E. Fifth Street
Cincinnati, 45202
Re: Sale of 1,250,000 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 August 10,
1995 relating to the Jacor Communications, Inc.
1993 Stock Option Plan
Dear Gentlemen:
We have acted as counsel to Jacor Communications, Inc.
(the "Company"), an Ohio corporation, in connection with the
registration of 1,250,000 shares of Common Stock of the Company,
all of which may be issued and sold under the Company's 1993
Stock Option Plan, as set forth in the S-8 Registration Statement
filed by the Company with the Securities and Exchange Commission
on August 10, 1995.
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 1,250,000 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.
EXHIBIT 23.01
CONSENT OF INDEPENDENT ACCOUNTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of our reports dated February 13, 1995 on
our audits of the consolidated financial statements and financial
statement schedules of Jacor Communications, Inc. as of December
31, 1994 and 1993, and for each of the three years in the period
ended December 31, 1994, which reports are included in the 1994
Annual Report on Form 10-K of Jacor Communications, Inc.
COOPERS & LYBRAND
Cincinnati, Ohio
August 10, 1995
