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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1997
REGISTRATION NO.333-________
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)
DELAWARE 31-0978313
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
50 E. RIVERCENTER BLVD.
12TH FLOOR
COVINGTON, KENTUCKY 41011
-------------------------
(Address of principal executive
offices including zip code)
AMENDED AND RESTATED 1995 EMPLOYEE STOCK PURCHASE PLAN
------------------------------------------------------
(Full title of the plan)
R. CHRISTOPHER WEBER
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
JACOR COMMUNICATIONS, INC.
50 E. RIVERCENTER BLVD.
12TH FLOOR
COVINGTON, KENTUCKY 41011
(606) 655-2267
--------------------------------------
(Name, address and telephone number of agent for service)
Copy To:
RICHARD G. SCHMALZL, ESQ.
JONATHAN D. NIEMEYER, ESQ.
GRAYDON, HEAD & RITCHEY
1900 FIFTH THIRD CENTER
511 WALNUT STREET
CINCINNATI, OHIO 45202
(513) 621-6464
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SHARE PRICE FEE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK,$.01 500,000 SHARES $34.625(1) $17,312,500.00(1) $5,246.21(1)
PAR VALUE
- -----------------------------------------------------------------------------------------------------
</TABLE>
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(1)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 Jacor Communications, Inc. common stock in The Nasdaq
National Market for May 29, 1997.
<PAGE>
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 amend its Form S-8 registration statement
(described below) to register an additional 500,000 shares of its common stock,
$.01 par value, relating to the Registrant's Amended and Restated 1995 Employee
Common Stock Purchase Plan (the "Plan"). The Registrant previously registered
200,000 shares of its common stock eligible for issuance under the original Plan
on its Form S-8, Registration No. 33-56385, filed with the Commission on
November 9, 1994. The Registrant incorporates herein by reference the contents
of such prior Form S-8, Registration No. 33-56385.
Item 8. EXHIBITS
Exhibit Description of Exhibit
- ------- ----------------------
4.1 Jacor Communications, Inc. Amended and Restated 1995 Employee
Stock Purchase Plan [Filed as Annex 1 to the Registrant's
Definitive Proxy Statement filed with the Commission on April 30,
1997, and incorporated by reference herein]
5.1 Opinion of Graydon, Head & Ritchey
23.1 Consent of Graydon, Head & Ritchey (included in Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Ernst & Young LLP
2
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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 Covington, Commonwealth of Kentucky, on this 3rd day
of June, 1997.
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.
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<S> <C> <C>
June 3, 1997 /s/ Randy Michaels June 3, 1997 /s/ Rod F. Dammeyer
----------------------------------- -----------------------------------
Randy Michaels, President, Chief Rod F. Dammeyer, Director
Executive Officer and Director
June 3, 1997 /s/ F. Philip Handy
----------------------------------- -----------------------------------
Robert L. Lawrence, President, Chief F. Philip Handy, Director
Operating Officer and Director
----------------------------------- -----------------------------------
Samuel Zell, Chairman of the Board Marc Lasry, Director
and Director
June 3, 1997 /s/ Sheli Z. Rosenberg June 2, 1997 /s/ Maggie Wilderotter
----------------------------------- -----------------------------------
Sheli Z. Rosenberg, Vice Chairman Maggie Wilderotter, Director
and Director
June 3, 1997 /s/ R. Christopher Weber
----------------------------------- -----------------------------------
John W. Alexander, Director R. Christopher Weber, Senior
Vice President and Chief
Financial Officer (Principal
June 2, 1997 /s/ Peter C. B. Bynoe Accounting and Financial Officer)
-----------------------------------
Peter C. B. Bynoe, Director
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Exhibit Page
- ------- ---------------------- ----
4.1 Jacor Communications, Inc. Amended and Restated 1995 *
Employee Stock Purchase Plan [Filed as Annex 1 to the
Registrant's Definitive Proxy Statement filed with the
Commission on April 30, 1997, and incorporated by
reference herein]
5.1 Opinion of Graydon, Head & Ritchey 5
23.1 Consent of Graydon, Head & Ritchey (included 5
in Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P. 6
23.3 Consent of Ernst & Young LLP 7
* Incorporated by Reference
4
<PAGE>
Exhibit 5.1
June 3, 1997
Jacor Communications, Inc.
50 E. RiverCenter Boulevard
12th Floor
Covington, Kentucky 41011
Re: Sale of 500,000 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 June 3, 1997
Gentlemen:
We have acted as counsel to Jacor Communications, Inc. (the
"Company"), a Delaware corporation, in connection with the registration of an
additional 500,000 shares of Common Stock of the Company, all of which may be
issued and sold under the Company's Amended and Restated 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 June 3, 1997. The
Company previously registered 200,000 shares of Common Stock for issuance under
the original 1995 Employee Stock Purchase Plan on its Form S-8, Registration No.
33-56385, filed 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 Certificate of Incorporation, Bylaws 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 500,000
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.
5
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-8 of our report dated February 27, 1997 on our audits of the
consolidated financial statements of Jacor Communications, Inc. as of December
31, 1996 and 1995 and for each of the three years in the period ended December
31, 1996, which report is included in Jacor Communications, Inc.'s Annual Report
on Form 10-K, and of our report dated February 28, 1997, on our audits of the
combined financial statements of EFM Media Management, Inc., EFM Publishing,
Inc. and PAM Media, Inc. as of December 31, 1995 and 1996 and for each of the
three years in the period ended December 31, 1996, which report is included in
Jacor Communications, Inc.'s Current Report on Form 8-K dated March 21, 1997, as
amended on March 26, 1997.
Coopers & Lybrand L.L.P.
Cincinnati, Ohio
June 3, 1997
6
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorproation by reference in the Registration Statement
(Form S-8) of Jacor Communications, Inc. pertaining to the Amended and
Restated 1995 Employee Stock Purchase Plan of our report dated February 21,
1997, with respect to the consolidated financial statements of Premiere Radio
Networks, Inc. included in Jacor Communications, Inc.'s Current Report on
Form 8-K(A) dated April 7, 1997, filed with the Securities and Exchange
Commission.
Ernst & Young LLP
Los Angeles, California
May 30, 1997
7
