<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
PREMIERE RADIO NETWORKS, INC.
(Name of small business issuer as specified in its charter)
DELAWARE 95-4083971
(State of Incorporation) (I.R.S. Employer
Identification No.)
15260 VENTURA BOULEVARD, FIFTH FLOOR
LOS ANGELES, CALIFORNIA 91403-5339
(Address of principal executive offices)
-------------------------------
1992 STOCK OPTION PLAN
AND
1995 STOCK OPTION PLAN
(Exact name of plans)
-------------------------------
DANIEL M. YUKELSON
VICE PRESIDENT/FINANCE AND
CHIEF FINANCIAL OFFICER AND SECRETARY
PREMIERE RADIO NETWORKS, INC.
15260 VENTURA BOULEVARD, FIFTH FLOOR
LOS ANGELES, CALIFORNIA 91403-5339
(818) 377-5300
(Name, address and telephone number, including area code, of agent of service)
-------------------------------
COPIES TO:
JEFFREY SOZA, ESQ.
CHRISTENSEN, MILLER, FINK, JACOBS, GLASER, WEIL & SHAPIRO, LLP
2121 AVENUE OF THE STARS, 18TH FLOOR
LOS ANGELES, CALIFORNIA 90067
<PAGE>
CALCULATION OF REGISTRATION FEE:
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE PRICE FEE
------------------ ------------ --------- --------- ------------
<S> <C> <C> <C> <C>
1992 STOCK OPTION PLAN
- -----------------------
Class A Common Stock........... 20,575 Shares (1) $ 3.83 (2) $ 78,802 (2)
Class A Common Stock........... 24,000 Shares (1) $ 4.22 (2) $ 101,280 (2)
Class A Common Stock........... 5,000 Shares (1) $ 4.50 (2) $ 22,500 (2)
Class A Common Stock........... 84,932 Shares (1) $ 4.83 (2) $ 410,222 (2)
Class A Common Stock........... 10,000 Shares (1) $ 4.95 (2) $ 49,500 (2)
Class A Common Stock........... 7,500 Shares (1) $ 5.17 (2) $ 38,775 (2)
Class A Common Stock........... 38,083 Shares (1) $ 5.32 (2) $ 202,602 (2)
Class A Common Stock........... 2,500 Shares (1) $ 7.00 (2) $ 17,500 (2)
Common Stock................... 40,550 Shares (1) $ 3.83 (2) $ 155,306 (2)
Common Stock................... 48,000 Shares (1) $ 4.22 (2) $ 202,560 (2)
Common Stock................... 10,000 Shares (1) $ 4.50 (2) $ 45,000 (2)
Common Stock...................168,184 Shares (1) $ 4.83 (2) $ 812,328 (2)
Common Stock................... 20,000 Shares (1) $ 4.95 (2) $ 99,000 (2)
Common Stock................... 15,000 Shares (1) $ 5.17 (2) $ 77,550 (2)
Common Stock................... 76,166 Shares (1) $ 5.32 (2) $ 405,203 (2)
Common Stock................... 5,000 Shares (1) $ 7.00 (2) $ 35,000 (2)
1995 STOCK OPTION PLAN
- ----------------------
Class A Common Stock...........135,000 Shares (1) $ 8.67 (2) $ 117,045 (2)
Class A Common Stock........... 3,750 Shares (1) $12.00 (2) $ 45,000 (2)
Class A Common Stock........... 22,500 Shares (1) $14.67 (2) $ 330,075 (2)
Class A Common Stock........... 22,500 Shares (1) $17.33 (2) $ 389,925 (2)
Class A Common Stock........... 15,000 Shares (1) $20.00 (2) $ 300,000 (2)
Class A Common Stock...........362,166 Shares (1) $10.00 (2) $3,621,660 (2)
Class A Common Stock.......... 138,000 Shares (1) $11.00 (2) $1,518,000 (2)
Class A Common Stock........... 32,500 Shares (1) $12.25 (2) $ 398,125 (2)
Class A Common Stock........... 20,000 Shares (1) $13.13 (2) $ 262,600 (2)
Class A Common Stock...........261,971 Shares (1) $16.88 (3) $4,420,761 (3)
-----------
$14,156,319 $4,719
----------- ------
----------- ------
</TABLE>
_________________
(1) Plus, in accordance with Rule 416 under the Securities Act of 1933, as
amended (the "1933 Act"), such indeterminate number of shares as may
become issuable pursuant to the anti-dilution provisions of the 1992
Stock Option Plan ("1992 Plan") and the 1995 Stock Option Plan (the "1995
Plan"). As a result of a 1-for-2 stock dividend effected in the form of
a 3-for-2 stock split on April 1, 1996, shares of Class A Common Stock
became issuable pursuant to the anti-dilution provision under the
Company's 1992 plan.
(2) The registration fee for shares of Class A Common Stock, $0.01 par value
per share ("Class A Stock") issuable upon exercise of outstanding options
under the 1992 Plan and 1995 Plan was calculated pursuant to Rule 457(h)
under the 1993 Act, using the prices at which such options may be
exercised.
(3) Estimated solely for purposes of determining the registration fee and
computed in accordance with Rule 457 under the 1933 Act, based upon the
closing price of the Class A Common Stock on April 15, 1997 as reported
on the NASDAQ National Market ("NNM").
2
<PAGE>
PREMIERE RADIO NETWORKS, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information filed by Premiere Radio Networks,
Inc. (the "Company" or "Registrant") with the Securities and Exchange Commission
(the "Commission") are incorporated by reference herein:
(i) the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996;
(ii) all other reports filed by the Company pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange At of 1934, as amended (the
"Exchange Act"), since December 31, 1996 through the date hereof;
(iii) the description of the Company's Common Stock, $0.01 par value per
share ("Common Stock") contained in the Company's Registration Statement on
Form S-18 (Reg. No. 33-46153-LA) under the Securities Act of 1933, as
amended, including any amendment or report subsequently filed by the Company
for the purpose of updating that description.
(iv) the description of the Company's Class A Common Stock, $0.01 par
value per share ("Class A Common Stock") contained in the Company's
Registration Statement on Form SB-2 (Reg. No. 33-998808) under the Securities
Act of 1933, as amended, including any amendment or report subsequently filed
by the Company for the purpose of updating that description.
In addition, any document filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date hereof, but prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all shares of the Company's
Common Stock or Class A Common Stock registered hereunder have been sold or
that deregisters all such shares of Common Stock or Class A Common Stock then
remaining unsold, will 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.
3
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
(CONTINUED)
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a
Delaware corporation may indemnify any person against expenses, judgments,
fines and amounts paid in settlements actually and reasonably incurred by any
such person in connection with a threatened, pending or completed action,
suit or proceeding in which he is involved by reason of the fact that he is
or was a director, officer, employee or agent of such corporation, provided
that (i) he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation and (ii) with
respect to any criminal action or proceeding, he had no reasonable cause to
believe his conduct was unlawful. If the action or suit is by or in the name
of the corporation, the corporation may indemnify any such person against
expenses actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests
of the corporation, except that no indemnification may be made in respect of
any claim, issue or matter as to which such person shall have been adjudged
to be liable for negligence or misconduct in the performance of his duty to
the corporation, unless and only to the extent that the Delaware County of
Chancery or the court in which the action or suit is brought determines upon
application that, despite the adjudication of liability but in light of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expense as the court deems proper.
Article IV of the Registrant's Bylaws provides for indemnification to
the full extend permitted by law of all persons whom it may indemnify
pursuant thereto.
Insofar as indemnification for liabilities arising under the Securities
Act, may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
In accordance with the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation, as amended, limits the personal
liability of its directors for violations of their fiduciary duty. The
Certificate of Incorporation eliminates each director's liability to the
Registrant or its stockholders for monetary damages except (i) for any breach
of the director's duty of loyalty to the Registrant of its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under the section of the
Delaware General Corporation Law providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions, or
(iv) for any transaction from which a director derived an improper personal
benefit. The effect of this amendment is to eliminate the personal liability
of directors for monetary damages for actions involving a breach of their
fiduciary duty of care, including any such action involving gross negligence.
This provision will not, however, limit in any way the liability of directors
for violations of the federal securities laws.
The Registrant carries a Directors and Officers Liability Insurance
Policy with a limit of $5.0 million. Such policy expires on April 28, 1996.
Registrant believes that it can and will renew its Directors and Officers
Liability Insurance coverage on or about the same terms as its existing
coverage.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
4
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
(CONTINUED)
ITEM 8. EXHIBITS.
4.1 Specimen Common Stock certificate (filed with the Commission April
1, 1992, as Exhibit 4.1 to Amendment No. 1 to the Company's
Registration Statement on Form S-18 (Reg. No. 33-46153-LA and
incorporated by reference).
4.1.1* Specimen Class A Common Stock certificate.
5* Opinion of Christensen, Miller, Fink, Jacobs, Glaser, Weil &
Shapiro, LLP regarding the legality of the securities registered
hereunder.
10.1.1 1992 Stock Option Plan (filed with the Commission April 1, 1992,
as Exhibit 10.1.1 to Amendment No. 1 to the Company's
Registration Statement on Form S-18 (Reg. No. 33-46153-LA and
incorporated by reference).)
10.1.2 1995 Stock Option Plan (incorporated by reference to Exhibit E
to the Company's Proxy Statement dated July 7, 1995).
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Christensen, Miller, Fink, Jacobs, Weil, Glaser &
Shapiro, LLP (included in Exhibit 5).
___________________
*Included herewith.
5
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
(CONTINUED)
ITEM 9. UNDERTAKINGS.
(a) Rule 415 Offering.
The Company 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 (the "Securities Act");
(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;
(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 (a)(1)(i) and (a)(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 by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 remain unsold at the termination
of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report under Section 13(a) or 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual
report under Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the
matter 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 Securities Act and will be
governed by the final adjudication of such issue.
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 Los Angeles, State of California,
on April 18, 1997.
PREMIERE RADIO NETWORKS, INC.
By: /s/ Daniel M. Yukelson
-----------------------------------
Daniel M. Yukelson
Vice President/Finance
and Chief Financial Officer,
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement as been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Stephen C. Lehman Chairman of the Board, President April 18, 1997
- -------------------------- and Chief Executive Officer
Stephen C. Lehman
/s/ Kraig T. Kitchin Vice Chairman of the Board, and April 18, 1997
- -------------------------- Executive Vice President/Sales
Kraig T. Kitchin
/s/ Daniel M. Yukelson Vice President/Finance and April 18, 1997
- -------------------------- Chief Financial Officer, and Secretary
Daniel M. Yukelson (Principal Financial and Accounting
Officer)
/s/ Eric R. Weiss Vice Chairman of the Board April 18, 1997
- --------------------------
Eric R. Weiss
- -------------------------- Director April __, 1997
David J. Evans
/s/ Robert M. Fell Director April 18, 1997
- --------------------------
Robert M. Fell
- -------------------------- Director April __, 1997
Andrew Schoun
- -------------------------- Director April __, 1997
David E. Salzman
/s/ Kenin M. Spivak Director April 18, 1997
- --------------------------
Kenin M. Spivak
</TABLE>
<PAGE>
PREMIERE
--------------
RADIO NETWORKS
CLASS A CLASS A
COMMON STOCK COMMON STOCK
INCORPORATED UNDER THE LAWS SEE REVERSE FOR CERTAIN DEFINITIONS
OF THE STATE OF DELAWARE
CUSIP 740906 10 2
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
FULLY PAID AND NONASSESSABLE SHARES
OF THE CLASS A COMMON STOCK $.01 PAR VALUE, OF
PREMIERE RADIO NETWORKS, INC.
translarable on the books of the Corporation by the holder hereof in person
or by a duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid unless countersigned and registered
by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
[SEAL]
/s/ Harold S. Woebel /s/ Stephen C. Lehman
--------------------- ----------------------
Secretary President
Countersigned and Registered
U.S. Stock Management Corporation
Glendale, CA
Transfer Agent and Registrant
By:
Authorized Signature
<PAGE>
[Letterhead]
April 21, 1997
Premiere Radio Networks, Inc.
15260 Ventura Boulevard
Fifth Floor
Los Angeles, California 91403-5339
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
You have requested our opinion, as counsel for Premiere Radio Networks,
Inc., a Delaware corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended, of 382,900 shares
(the "Common Shares") of the Company's common stock, $.01 par value per share
("Common Stock"), and 1,205,977 shares (the "Class A Shares") of the
Company's Class A Common Stock, $.01 par value per share ("Class A Common
Stock") issuable pursuant to the Company's 1995 Stock Option Plan and the
Company's 1992 Stock Option Plan (collectively, the "Plans") (the Common
Shares and the Class A Shares shall be collectively referred to herein as the
"Shares"). The Shares are the subject of the Company's Registration Statement
on Form S-8 to be filed with the Securities and Exchange Commission on or
about April 21, 1997 (the "Registration Statement").
In rendering our opinion herein, we have assumed the satisfaction of the
following conditions: the issuance of the Shares to be issued under the Plan
and all stock option agreements entered into in connection therewith in
accordance with the terms thereof; the issuance by any applicable regulatory
agencies of all appropriate permits, consents, approvals, authorizations and
orders relating to the offer and sale of the shares in their respective
jurisdictions; the Registration Statement becoming effective; the offer and
sale of the Shares in the manner set forth in the Plan and pursuant to said
permits, consents, approvals, authorizations and orders; the reservation by
the Company of a sufficient number of shares of Common Stock and Class A
Common Stock for issuance upon exercise of outstanding options under the
Plan; and the receipt by the Company of full consideration for the Common
Stock and Class A
EXHIBIT 5
<PAGE>
Premiere Ratio Networks, Inc.
April 21, 1997
Page 2
Common Stock issued under the Plan in accordance with the terms of the Plans
and all stock option agreements entered into in connection therewith.
Based upon the foregoing, it is our opinion that the Shares, when
issued, will be legally issued, fully paid and nonassessable.
This opinion is addressed solely to the Company and no one else has the
right to rely upon it, nor may anyone release it, quote from it or employ it
in any transaction other than the Registration Statement without our prior
written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm contained therein.
Very truly yours,
CHRISTENSEN, MILLER, FINK, JACOBS,
GLASER, WEIL & SHAPIRO, LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1992 Stock Option Plan and 1995 Stock Option
Plan of Premiere Radio Networks, Inc. of our report dated February 21, 1997,
with respect to the consolidated financial statements of Premiere Radio
Networks, Inc. included in the Annual Report (Form 10-KSB) for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, CA
April 18, 1997
