<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 2000
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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REGENT COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 31-1492857
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
4830
(PRIMARY STANDARD INDUSTRIAL
CLASSIFICATION CODE NUMBER)
50 EAST RIVERCENTER BOULEVARD, SUITE 180
COVINGTON, KENTUCKY 41011
(606) 292-0030
(ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
TERRY S. JACOBS
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
REGENT COMMUNICATIONS, INC.
50 EAST RIVERCENTER BOULEVARD, SUITE 180
COVINGTON, KENTUCKY 41011
(606) 292-0030
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
ALAN C. ROSSER JONATHAN JEWETT
STRAUSS & TROY SHEARMAN & STERLING
150 EAST FOURTH STREET 599 LEXINGTON AVENUE
CINCINNATI, OH 45202-4018 NEW YORK, NY 10022
(513) 621-2120
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 (the "Securities Act") other than securities offered only
in connection with dividend or interest reinvestment plans, check the following
box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-91703.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration number of the earlier effective registration statement for the
same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
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<TABLE>
<CAPTION>
===================================================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 3,047,500 $8.50 $25,903,750 $6839
===================================================================================================================================
</TABLE>
(1) Includes 397,500 shares of common stock which the underwriters may
purchase to cover overallotments, if any.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933.
<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The information in the
Registration Statement on Form S-1 filed by Regent Communications, Inc. with the
Securities and Exchange Commission (File No. 333-91703) pursuant to the
Securities Act of 1933, as amended, and declared effective on January 24, 2000
is incorporated by reference into this Registration Statement.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS.
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-91703 are incorporated by reference into, and shall be deemed
part of, this registration statement, except for the following, which are filed
herewith.
EXHIBIT
NO. DESCRIPTION
--- -----------
5.01 Opinion of Strauss & Troy.
23.01 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.02 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.03 Consent of BDO Seidman, LLP.
23.04 Consent of Stockman Kast Ryan & Company LLP, independent
accountants.
23.05 Consent of Strauss & Troy (included in the opinion filed as
Exhibit 5.1).
(b) FINANCIAL STATEMENT SCHEDULES.
Not applicable.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
REGENT COMMUNICATIONS, INC.
(Registrant)
Date: January 24, 2000 By: /s/ Terry S. Jacobs
---------------- ----------------------
Terry S. Jacobs
Chairman of the Board,
Chief Executive Officer and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Terry S. Jacobs Chairman of the Board, Chief January 24, 2000
- ----------------------------------- Executive Officer, Treasurer and
Terry S. Jacobs Director (Principal Executive
Attorney-in-Fact Officer)
/s/ * President, Chief Operating Officer, January 24, 2000
- ----------------------------------- Secretary and Director
William L. Stakelin
/s/ * Vice President and Chief Financial January 24, 2000
- ----------------------------------- Officer (Principal Financial and
Anthony A. Vasconcellos Principal Accounting Officer)
/s/ * Vice-Chairman of the Board and January 24, 2000
- ----------------------------------- Director
Joel M. Fairman
Director
- -----------------------------------
R. Glen Mayfield
/s/ * Director January 24, 2000
- -----------------------------------
John H. Wyant
/s/ * Director January 24, 2000
- -----------------------------------
William H. Ingram
/s/ * Director January 24, 2000
- -----------------------------------
Richard H. Patterson
Director
- -----------------------------------
Kenneth J. Hanau
</TABLE>
<PAGE> 5
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
--- -----------
5.01 Opinion of Strauss & Troy.
23.01 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.02 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.03 Consent of BDO Seidman, LLP.
23.04 Consent of Stockman Kast Ryan & Company LLP, independent
accountants.
23.05 Consent of Strauss & Troy (included in the opinion filed as
Exhibit 5.1).
<PAGE> 1
Exhibit 5.01
Strauss & Troy
The Federal Reserve Building
150 East Fourth Street
Cincinnati Ohio 45202-4018
January 24, 2000
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington D.C. 20549-0404
Ladies and Gentlemen:
We have acted as counsel for Regent Communications, Inc., a
Delaware corporation (the "Company"), in connection with its Registration
Statement on Form S-1 (the "Registration Statement"), relating to the
registration pursuant to Rule 462(b) under the Securities Act of 1933, as
amended (the "Act"), of 3,047,500 shares of the Company's common stock, par
value of $.01 per share (the "Common Stock").
We have examined originals or copies certified or otherwise
identified to our satisfaction of such records of the Company, agreements and
other instruments, certificates of public officials and of officers of the
Company and such other documents as we have deemed necessary to form the basis
of our opinion expressed herein. Based on the foregoing, we advise you that in
our opinion the shares of Common Stock, when issued and delivered in the manner
contemplated by the Registration Statement, will be duly authorized, validly
issued, fully paid and nonassessable.
We hereby consent to the use of our name under the caption
"Legal Matters" and to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act.
Very truly yours,
/s/ Strauss & Troy
--------------------
Strauss & Troy
<PAGE> 1
Exhibit 23.01
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of our report dated February 16, 1998 relating to the
consolidated financial statements of the Park Lane Group and Subsidiaries, which
appears in the Company's Registration Statement No. 333-91703. We also consent
to the reference to us under the heading "Experts" in this Registration
Statement.
/s/ PricewaterhouseCoopers LLP
------------------------------
PRICEWATERHOUSE COOPERS LLP
Menlo Park, California
January 24, 2000
<PAGE> 1
Exhibit 23.02
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of our reports dated as follows which appear in the
registration statement no. 333-9170:
March 30, 1999 relating to the consolidated financial statements and
financial statement schedule of Regent Communications, Inc.,
January 30, 1998 relating to the consolidated financial statements and
financial statement schedules of Regent Communications, Inc.,
December 17, 1999 relating to the combined financial statements of
Forever of NY, Inc.,
December 17, 1999 relating to the combined financial statements of New
Wave Broadcasting, L.P.'s radio stations, KLAQ-FM, KSII-FM, and
KROD-AM.
August 10, 1999 relating to the financial statements of Media One Group
- Erie, Ltd.,
February 10, 1998 relating to the financial statements of Continental
Radio Broadcasting, L.L.C. and
January 9, 1998 relating to the financial statements of Radio Station
KZXY (FM)
We also consent to the references to us under the headings "Experts" and
"Selected Historical Financial Data" in such Registration Statement.
PricewaterhouseCoopers LLP
Cincinnati, Ohio
January 24, 2000
<PAGE> 1
Exhibit 23.03
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of our report dated January 21, 1998 relating to the
consolidated financial statements of Faircom Inc. (which merged with Regent
Communications, Inc. on June 15, 1998) which appears in the Company's
Registration Statement No. 333-91703. We also consent to the reference to us
under the captions, "Selected Historical Financial Data" and "Experts" in this
Registration Statement.
/s/ BDO Seidman, LLP
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BDO SEIDMAN LLP
Melville, New York
January 24, 2000
<PAGE> 1
Exhibit 23.04
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of our report dated January 21, 1998 relating to the
consolidated financial statements of the Company which appears in the Company's
Registration Statement No. 333-91703. We also consent to the reference to us
under the heading "Experts" in this Registration Statement.
/s/ Stockman Kast Ryan & Company LLP
------------------------------------
STOCKMAN KAST RYAN & COMPANY LLP
Colorado Springs, Colorado
January 24, 2000
