<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 1999
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)
JACOR COMMUNICATIONS, INC. 1993 STOCK OPTION PLAN
-------------------------------------------------
(Full title of the plan)
R. CHRISTOPHER WEBER COPY TO:
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER RICHARD G. SCHMALZL, ESQ.
JACOR COMMUNICATIONS, INC. DOUGLAS D. ROBERTS, ESQ.
50 E. RIVERCENTER BLVD. GRAYDON, HEAD & RITCHEY
12TH FLOOR 511 WALNUT STREET, SUITE 1900
COVINGTON, KENTUCKY 41011 CINCINNATI, OHIO 45202
(606) 655-2267 (513) 621-6464
(Name, address and telephone number of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
TITLE OF AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
SECURITIES REGISTERED(1) MAXIMUM MAXIMUM REGISTRATION
TO BE OFFERING PRICE AGGREGATE FEE
REGISTERED PER SHARE OFFERING PRICE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 59,382 shares $ 14.43 $ 856,882.00 $ 238.00
- ------------------------------------------------------------------------------------
Common Stock 49,000 shares $ 15.00 $ 735,000.00 $ 204.00
- ------------------------------------------------------------------------------------
Common Stock 49,000 shares $ 15.60 $ 764,400.00 $ 212.00
- ------------------------------------------------------------------------------------
Common Stock 229,000 shares $ 21.25 $ 4,866,250.00 $1,352.00
- ------------------------------------------------------------------------------------
Common Stock 122,000 shares $23.375 $ 2,851,750.00 $ 792.00
- ------------------------------------------------------------------------------------
Common Stock 94,336 shares $26.125 $ 2,464,528.00 $ 685.00
- ------------------------------------------------------------------------------------
Common Stock 47,164 shares $28.738 $ 1,355,399.00 $ 376.00
- ------------------------------------------------------------------------------------
Common Stock 52,000 shares $24.060 $ 1,251,120.00 $ 347.00
- ------------------------------------------------------------------------------------
Common Stock 26,000 shares $25.470 $ 662,220.00 $ 184.00
- ------------------------------------------------------------------------------------
Common Stock 25,000 shares $26.905 $ 672,625.00 $ 186.00
- ------------------------------------------------------------------------------------
Common Stock 30,000 shares $28.624 $ 858,720.00 $ 238.00
- ------------------------------------------------------------------------------------
Common Stock 3,000 shares $28.905 $ 86,715.00 $ 24.00
- ------------------------------------------------------------------------------------
Common Stock 64,118 shares $28.625 $13,285,377.00 $3,693.00
- ------------------------------------------------------------------------------------
</TABLE>
(1) Represents the total number of shares of Jacor Communications, Inc. common
stock issuable upon the exercise of stock options previously granted under
the 1993 Stock Option Plan at the exercise price shown as the proposed
maximum offering price per share in accordance with Rule 457(h).
2
<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 register an additional 1,250,000 shares of its
common stock relating to the Registrant's 1993 Stock Option Plan (the "Plan").
The Registrant previously filed a Form S-8, Registration No. 33-61719, with
respect to the shares being registered hereby on August 10, 1995. Registration
No. 33-61719 was inadvertently omitted from the accountant's consent in the
Registrant's Forms 10-K for the years ended December 31, 1995 and 1996.
Therefore, the Registrant is filing this new Registration Statement on Form S-8
with respect to the additional 1,250,000 available for issuance under 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.
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
- ------- ----------------------
<S> <C>
4.1 Amendment No. 1 to Jacor Communications, Inc. 1993 Stock Option
Plan
5.1 Opinion of Graydon, Head & Ritchey
23.1 Consent of Graydon, Head & Ritchey (included in opinion)
23.2 Consent of PricewaterhouseCoopers LLP
</TABLE>
3
<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 Covington, Commonwealth of Kentucky, on this 26th day
of April, 1999.
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 dates indicated.
<TABLE>
<S> <C>
April 26, 1999 /s/ Randy Michaels April 26, 1999 /s/ Rod F. Dammeyer
------------------------------- -----------------------------
Randy Michaels, Chief Rod F. Dammeyer, Director
Executive Officer and Director
April 26, 1999 /s/ Robert L. Lawrence April 26, 1999 /s/ F. Philip Handy
------------------------------- -----------------------------
Robert L. Lawrence, President, F. Philip Handy, Director
Chief Operating Officer and
Director
April 26, 1999 /s/ Samuel Zell April 26, 1999 /s/ Marc Lasry
------------------------------- -----------------------------
Samuel Zell, Chairman of the Marc Lasry, Director
Board and Director
April 26, 1999 /s/ Sheli Z. Rosenberg April 26, 1999 /s/ Mary Agnes Wilderotter
------------------------------- -----------------------------
Sheli Z. Rosenberg, Vice Mary Agnes Wilderotter,
Chairman and Director Director
April 26, 1999 /s/ John W. Alexander April 26, 1999 /s/ R. Christopher Weber
------------------------------- -----------------------------
John W. Alexander, Director R. Christopher Weber, Senior
Vice President and Chief Financial
April 26, 1999 /s/ Peter C. B. Bynoe Officer (Principal Accounting and
------------------------------- Financial Officer)
Peter C. B. Bynoe, Director
</TABLE>
4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
- ------- ----------------------
<S> <C>
4.1 Amendment No. 1 to Jacor Communications, Inc. 1993 Stock Option
Plan
5.1 Opinion of Graydon, Head & Ritchey
23.1 Consent of Graydon, Head & Ritchey (included in opinion)
23.2 Consent of PricewaterhouseCoopers LLP
</TABLE>
5
<PAGE>
Exhibit 4.1
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 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.
6
<PAGE>
Exhibit 5.1
April 27, 1999
Jacor Communications, Inc.
50 E. RiverCenter Boulevard
12th Floor
Covington, Kentucky 41011
Re: Sale of 1,250,000 Shares of Common Stock of Jacor Communications, Inc.
Pursuant to the Company's Form S-8 Registration Statement relating to
the Jacor Communications, Inc. 1993 Stock Option Plan
Gentlemen:
We have acted as counsel to Jacor Communications, Inc. (the "Company"), a
Delaware 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 Form S-8 Registration
Statement filed by the Company with the Securities and Exchange Commission on
April 27, 1999.
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 1,250,000
additional 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.
Very truly yours,
GRAYDON, HEAD & RITCHEY
By: /s/ Richard G. Schmalzl
-----------------------------------
Richard G. Schmalzl, Partner
7
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated February 12, 1999, on our audits of the
consolidated financial statements of Jacor Communications, Inc. and Subsidiaries
as of December 31, 1998 and 1997 and for the years ended December 31, 1998, 1997
and 1996, which report is included in Jacor Communications, Inc.'s Annual Report
on Form 10-K for the fiscal year ended December 31, 1998.
PricewaterhouseCoopers LLP
Cincinnati, Ohio
April 26, 1999
