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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER
333-46435
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CUSIP NUMBER
758865 10 9
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(Check one):
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q and
Form 10-QSB [ ]Form N-SAR
For Period Ended: June 30, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:................................
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: ..............
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant Regent Communications, Inc.
Former Name if Applicable
Address of Principal Executive Office 50 East RiverCenter Boulevard
Suite 180
Covington, Kentucky 41011
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PART II - RULES 12b-25 (b) AND (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[ x ] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[ ] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
[ x ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable. [NOT APPLICABLE]
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PART III - NARRATIVE
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State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
On June 15, 1998, Regent Communications, Inc. (the "Company") completed
the following series of transactions (the "June 15 Transactions"):
1. a merger with Faircom Inc. ("Faircom"), which owned and operated six
radio stations through its two wholly-owned subsidiaries, pursuant to which
Faircom became a wholly-owned subsidiary of the Company. The merger was
accounted for as a "reverse acquisition," with Faircom as the "accounting
acquiror," and, accordingly, the historical financial statements prior to June
15, 1998 of Faircom became the historical financial statements of the Company;
2. acquisition of all of the outstanding stock of The Park Lane Group
("Park Lane"), which owned and operated 16 radio stations through its five
wholly-owned subsidiaries;
3. acquisition of all of the outstanding stock of Alta California
Broadcasting, Inc. ("Alta"), which owned and operated five radio stations, two
of which were acquired by Alta from Power Surge, Inc. ("Power Surge")
immediately prior to the closing;
4. acquisition of substantially all of the assets of Continental Radio
Broadcasting, L.L.C. ("Continental"), which owned and operated two radio
stations;
5. a merger with Topaz Broadcasting, Inc. ("Topaz"), which operated
one radio station that was acquired by Topaz from RASA Communications, Inc.
("RASA") immediately prior to the merger;
6. acquisition of the assets of two radio stations from Ruby
Broadcasting, Inc. ("Ruby").
As a result of the June 15 Transactions, the financial statements
required to be presented by the Company in its Form 10-Q for the quarter ended
June 30, 1998 must include not only the historical financial statements of the
Company (Faircom's historical financial statements as the accounting
acquiror for the quarter and the year-to-date ended June 30, 1998), but also
the operating results of the acquired properties (Regent, Park Lane, Alta, Power
Surge, Continental, Topaz, RASA and Ruby, which are sometimes referred to
herein as the "Acquired Parties") for the 15-day period ended June 30, 1998.
A combination of the following factors have attributed to the Company's
inability to prepare the required financial information and disclosure in its
Form 10-Q by the August 14, 1998 due date without unreasonable effort or
expense: (i) the fact that the June 15 Transactions were consummated so close to
the end of the quarterly reporting period and the fact that the financial
information needed by the Company from the Acquired Parties involved the
preparation of partial month financial statements, a process outside the normal
accounting systems utilized by these companies, (ii) in most cases, the Acquired
Parties in the June 15 Transactions were left with no operations and, thus, no
or minimal personnel to perform the accounting functions necessary to provide
the Company with the appropriate financial information it needed on a timely
basis; specifically, the Company did not receive the necessary financial
information from Continental until August 11, 1998 or from Alta until August 12,
1998, (iii) the complexity of applying purchase accounting for each of the
business combinations, including the requirement to obtain independent
appraisals of the assets or stock acquired and the stock options and warrants
issued in connection with the acquisitions, and (iv) the need by the Company to
recruit and train additional experienced staff in the corporate accounting
function to accommodate the Company's sudden growth through business
acquisitions and have the necessary resources available to address the
additional reporting requirements under the Securities Exchange Act of 1934.
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification:
Ann W. Gerwin, Esq. (513) 629-9483
(2) Have all other periodic reports required under section 13 or 15(d) of the
Securities Exchange Act of 1934 or section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
.......................................................[ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
.......................................................[ ] Yes [ X ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
REGENT COMMUNICATIONS, INC.
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 17, 1998 By: Matthew A. Yeoman
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Matthew A. Yeoman, Vice President - Finance
