<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)
1997 LONG-TERM INCENTIVE STOCK PLAN
-----------------------------------
(Full title of the plan)
R. CHRISTOPHER WEBER COPY TO:
SENIOR VICE PRESIDENT AND CHIEF RICHARD G. SCHMALZL, ESQ.
FINANCIAL OFFICER DOUGLAS D. ROBERTS, ESQ.
JACOR COMMUNICATIONS, INC. GRAYDON, HEAD & RITCHEY
50 E. RIVERCENTER BLVD. 511 WALNUT STREET, SUITE 1900
12TH FLOOR CINCINNATI, OHIO 45202
COVINGTON, KENTUCKY 41011 (513) 621-6464
(606) 655-2267
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of Securities Amount to be offering price per aggregate offering Registration
to be Registered Registered share price Fee
- ------------------- ------------ ------------------ ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock 3,000,000 shares (1) $73.75(2) $221,250,000.00 $61,507.00
</TABLE>
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(1) Represents the total number of shares of Jacor Communications, Inc.
common stock (the "Common Stock") currently reserved for the grant of
stock-based awards under the Plan, less 1,800,000 shares previously
registered in Registration Statement No. 333-28587.
(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 the Common Stock as reported on the Nasdaq
National Market on April 20, 1999.
<PAGE>
This Registration Statement relates to the registration of 3,000,000
additional shares of Jacor Communications, Inc. (the "Registrant") common
stock (the "Common Stock"), reserved for issuance and delivery under the
Registrant's 1997 Long-Term Incentive Stock Plan (the "Plan"). On June 5,
1997, the Registrant registered 1,800,000 shares of Common Stock reserved for
issuance under the Plan with the Securities and Exchange Commission on Form
S-3 (Registration Statement No. 333-28587). Pursuant to Instruction E for
the Form S-8, the contents of Registration Statement No. 333-28587, including
all documents incorporated therein, are incorporated herein by reference.
Item 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
- ------- ----------------------
<S> <C>
5.1 Opinion of Graydon, Head & Ritchey
23.1 Consent of Graydon, Head & Ritchey (included in opinion)
23.2 Consent of PricewaterhouseCoopers LLP
</TABLE>
2
<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> <C> <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, F. Philip Handy, Director
President, Chief
Operating Officer and Director
April 26, 1999 /s/ Samuel Zell April 26, 1999 /s/ Marc Lasry
--------------------------- ---------------------------
Samuel Zell, Chairman of Marc Lasry, Director
the 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>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
- ------- ----------------------
<S> <C>
5.1 Opinion of Graydon, Head & Ritchey
23.1 Consent of Graydon, Head & Ritchey (included in opinion)
23.2 Consent of PricewaterhouseCoopers LLP
</TABLE>
<PAGE>
Exhibit 5.1
April 27, 1999
Jacor Communications, Inc.
50 E. RiverCenter Boulevard
12th Floor
Covington, Kentucky 41011
Re: Issuance of 3,000,000 Shares of Common Stock of Jacor Communications,
Inc.
Gentlemen:
We have acted as counsel to Jacor Communications, Inc. (the "Company"),
a Delaware corporation, in connection with the registration of 3,000,000
shares of Common Stock of the Company, to be issued under the Company's 1997
Long-Term Incentive Stock Plan (the "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 3,000,000
additional shares of Common Stock being offered under the Plan 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
<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
