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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 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)
1997 LONG-TERM INCENTIVE STOCK PLAN
-----------------------------------------
(Full title of the plan)
R. CHRISTOPHER WEBER COPY TO:
SENIOR VICE PRESIDENT RICHARD G. SCHMALZL, ESQ.
AND CHIEF FINANCIAL OFFICER JONATHAN D. NIEMEYER, ESQ.
GRAYDON, HEAD & RITCHEY JACOR COMMUNICATIONS, INC.
50 E. RIVERCENTER BLVD. 1900 FIFTH THIRD CENTER
12TH FLOOR 511 WALNUT STREET
COVINGTON, KENTUCKY 41011 CINCINNATI, OHIO 45202
(606) 655-2267 (513) 621-6464
(Name, address and telephone number of agent for service)
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 1,524,000 SHARES(1) $34.313(2) $52,293,012 $15,844.94
PAR VALUE
- ----------------------------------------------------------------------------------------------------------
COMMON STOCK, $.01 276,000 SHARES(3) $28.625(4) $ 7,900,500 $ 2,394.09
PAR VALUE
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the total number of shares of common stock currently
reserved for the grant of stock-based awards under the Plan, less 276,000
shares issuable upon the exercise of stock options granted prior to the date
hereof, as described in note 3.
(2) 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. ("Jacor") common stock
in The Nasdaq National Market on May 30, 1997.
(3) Represents the total number of shares of common stock issuable upon
the exercise of stock options granted to non-executive officers under the
Plan on May 28, 1997, at an exercise price of $28.625 per share.
(4) Exercise Price at which 276,000 stock options were granted under the Plan
on May 28, 1997.
<PAGE>
Jacor Communications, Inc. (the "Registrant") is filing this Registration
Statement on Form S-8 in order to register an aggregate of 1,800,000 shares
of its common stock, $.01 par value, to be issued pursuant to its 1997
Long-Term Incentive Stock Plan.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.
The documents containing the information required in Part I of the
Registration Statement will be provided to each participant in the Plan as
required by Rule 428(b)(1). Such documents are not being filed with the
Securities and Exchange Commission (the "Commission") in accordance with the
instructions to Form S-8.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, as filed with the Securities and Exchange
Commission, are incorporated herein by reference:
(i) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
(ii) the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997;
(iii) the Registrant's Current Reports on Form 8-K dated January 9,
1997, January 24, 1997, March 7, 1997 (amending the Company's
Form 8-K dated October 23, 1996), March 21, 1997, as amended,
April 8, 1997, as amended, May 5, 1997, and May 16, 1997; and
(iv) the Registrant's Form 8-B dated September 23, 1996.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, after the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all such securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant, being incorporated under the General Corporation Law of the
State of Delaware, is empowered by Section 145 of such law ("Statute"), subject
to the procedures and
2
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limitations stated in the Statute, to indemnify any person ("Indemnitee")
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred by the Indemnitee in connection
with any threatened, pending, or completed action, suit, or proceeding to which
an Indemnitee is made a party or threatened to be made a party by reason of the
Indemnitee's being or having been a director, officer, employee or agent of the
Registrant or a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise at the request of the
Registrant. The Statute provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a person
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise. The Statute also provides that the
Registrant may purchase insurance on behalf of any director, officer, employee
or agent.
Article Sixth of the Registrant's Certificate of Incorporation contains
provisions permitted by Section 102 of the General Corporation Law of the State
of Delaware which eliminate personal liability of members of its board of
directors for violations of their fiduciary duty of care. Neither the Delaware
General Corporation Law nor the Certificate of Incorporation, however, limits
the liability of a director for breaching his duty of loyalty, failing to act in
good faith, engaging in intentional misconduct or knowingly violating a law,
paying a dividend or approving a stock repurchase under circumstances where such
payment or repurchase is not permitted under the Statute, or obtaining an
improper personal benefit. Article Sixth of the Registrant's Certificate of
Incorporation also provides that the Registrant shall indemnify its directors
and officers to the fullest extent permitted under Section 145 of the Delaware
General Corporation Law.
Article 8 of the Registrant's Bylaws provides that the Registrant is
obligated to indemnify a director or officer ("Indemnitee") in each and every
situation where the Registrant is obligated to make such indemnification
pursuant to the Statute. The Registrant must also indemnify an Indemnitee in
each and every situation where, under the Statute, the Registrant is not
obligated but is nevertheless permitted or empowered to make such
indemnification. However, before making such indemnification with respect to
any situation covered by the preceding sentence, (i) the Registrant shall
promptly make or cause to be made, by any of the methods referred to in
subsection (d) of the Statute, a determination as to whether the Indemnitee
acted in good faith and in a manner such Indemnitee reasonably believed to be in
or not opposed to the best interests of the Registrant, and, in the case of any
criminal action or proceeding, had no reasonable cause to believe that such
Indemnitee's conduct was unlawful, and (ii) no such indemnification shall be
made unless it is determined that such Indemnitee acted in good faith and in a
manner such Indemnitee reasonably believed to be in or not opposed to the best
interests of the Registrant, and, in the case of any criminal action or
proceeding, had no reasonable cause to believe that such Indemnitee's conduct
was unlawful.
The Registrant currently maintains an insurance policy that provides
coverage pursuant to which the Registrant is to be reimbursed for amounts it may
be required or permitted by law to pay to indemnify directors and officers.
3
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Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
EXHIBIT DESCRIPTION OF EXHIBIT
4.1 1997 Long-Term Incentive Stock Plan [Filed as Annex 2 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
Item 9. UNDERTAKINGS
A. INDEMNIFICATION
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 provisions referred to in Item 6, 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 that 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 mater
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.
B. SUBSEQUENT EXCHANGE ACT DOCUMENTS
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 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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C. OTHER
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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflect
in the form of prospectus filed with Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represented no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 paragraphs 1(i) and 1(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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 remains unsold at the termination of
the offering.
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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 5th 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.
<TABLE>
<CAPTION>
<S> <C> <S> <C>
June 5, 1997 /S/ Randy Michaels June 5, 1997 /S/ Rod F. Dammeyer
------------------------------ ------------------------------
Randy Michaels, Chief Rod F. Dammeyer, Director
Executive Officer and Director
June 5, 1997 /S/ F. Philip Handy
------------------------------ ------------------------------
Robert L. Lawrence, President, F. Philip Handy, Director
Chief Operating Officer and
Director
June 5, 1997 /S/ Samuel Zell June 1, 1997 /S/ Marc Lasry
------------------------------ ------------------------------
Samuel Zell, Chairman of the Marc Lasry, Director
Board and Director
June 5, 1997 /S/ Sheli Z. Rosenberg June 2, 1997 /S/ Maggie Wilderotter
------------------------------ ------------------------------
Sheli Z. Rosenberg, Vice Maggie Wilderotter, Director
Chairman and Director
June 5, 1997 /S/ R. Christopher Weber
------------------------------ ------------------------------
John W. Alexander, Director R. Christopher Weber, Senior
Vice President and Chief Financial
June 2, 1997 /S/ Peter C. B. Bynoe Officer (Principal Accounting and
------------------------------ Financial Officer)
Peter C. B. Bynoe, Director
</TABLE>
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INDEX TO EXHIBITS
Page
Exhibit Description of Exhibit Number
- ------- ---------------------- ------
4.1 1997 Long-Term Incentive Stock Plan [Filed as *
Annex 2 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 8
23.1 Consent of Graydon, Head & Ritchey (included in Exhibit 5.1) 8
23.2 Consent of Coopers & Lybrand L.L.P. 9
23.3 Consent of Ernst & Young LLP 10
* Incorporated by reference.
<PAGE>
EXHIBIT 5.1
June 5, 1997
Jacor Communications, Inc.
50 E. RiverCenter Boulevard
12th Floor
Covington, Kentucky 41011
Re: Sale of 1,800,000 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 1,800,000 shares of
Common Stock of the Company, all of which may be issued and sold under the
Company's 1997 Long-Term Incentive Stock Plan, as set forth in the S-8
Registration Statement filed by the Company with the Securities and Exchange
Commission on June 5, 1997.
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 1,800,000
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.
8
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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
9
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Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of Jacor Communications, Inc. pertaining to the 1997 Long-Term
Incentive Stock 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
June 5, 1997
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