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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
REGENT COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 31-1492857
(State of Incorporation (IRS Employer
or Organization) Identification No.)
50 EAST RIVERCENTER BOULEVARD
SUITE 180
COVINGTON, KENTUCKY 41011
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. / /
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. /X/
Securities Act registration statement file number to which this form
relates: 333-91703
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each Class Name of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common stock, no par value
(Title of Class)
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INFORMATION REQUIRED IN
REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the securities registered hereby is set forth
under the captions "Description of Capital Stock" and "Shares Eligible for
Future Sale" contained in the Prospectus filed as part of the Registrant's
Registration Statement on Form S-1, as amended (Registration No. 333-91703),
which descriptions are incorporated here in by this reference.
ITEM 2. EXHIBITS.
The following constitutes a list of all Exhibits filed with or
incorporated by reference in this Form 8-A:
Exhibit
Number Description of Document
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1 Amended and Restated Certificate of Incorporation of Regent
Communications, Inc., as amended by a Certificate of Designation,
Number, Powers, Preferences and Relative, Participating, Optional and
Other Special Rights and the Qualifications, Limitations, Restrictions,
and Other Distinguishing Characteristics of Series G Preferred Stock of
Regent Communications, Inc., filed January 21, 1999 (previously filed
as Exhibit 3(a) to the Registrant's Form 10-K for the year ended
December 31, 1998 and incorporated herein by this reference)
2 Amended and Restated By-Laws of Regent Communications, Inc. (previously
filed as Exhibit 3(b) to the Registrant's Form S-4 Registration
Statement No. 333-46435 effective May 7, 1998 and incorporated herein
by this reference)
3 Certificate of Decrease of Shares Designated as Series G Convertible
Preferred Stock of Regent Communications, Inc., filed with the Delaware
Secretary of State on June 21, 1999 amending the Amended and Restated
Certificate of Incorporation of Regent Communications, Inc., as amended
(previously filed as Exhibit 3(c) to the Registrant's Form 10-Q Fourth
Quarter Ended June 30, 1999 and incorporated herein by this reference)
4 Certificate of Designation, Number, Powers, Preferences and
Relative, Participating, Optional and Other Special Rights and the
Qualifications, Limitations, Restrictions, and Other Distinguishing
Characteristics of Series H Preferred Stock of Regent Communications,
Inc., filed with the Delaware Secretary of State on June 21, 1999
amending the Amended and Restated Certificate of Incorporation of
Regent Communications, Inc., as amended (previously filed as Exhibit
3(d) to the Registrant's Form 10-Q for the Quarter Ended June 30, 1999
and incorporated herein by this reference)
5 Certificate of Decrease of Shares Designated as Series G Convertible
Preferred Stock of Regent Communications, Inc., filed with the Delaware
Secretary of State on August 23, 1999 amending the Amended and Restated
Certificate of Incorporation of Regent Communications, Inc., as amended
(previously filed as Exhibit 3(e) to the Registrant's Form 10-Q for the
Quarter Ended on September 30, 1999 and incorporated herein by this
reference)
6 Certificate of Increase of Shares Designated as Series H Convertible
Preferred Stock of Regent Communications, Inc., filed with the Delaware
Secretary of State on August 23, 1999 amending the Amended and Restated
Certificate of Incorporation of Regent Communications, Inc., as amended
(previously filed as Exhibit 3(f) to the Registrant's Form 10-Q for the
Quarter Ended on September 30, 1999 and incorporated herein by this
reference)
7 Certificate of Designation, Number, Powers Preferences and Relative,
Participating, Optional, and Other Special Rights and the
Qualifications, Limitations, Restrictions, and Other Distinguishing
Characteristics of Series K Preferred Stock of Regent Communications,
Inc., filed with the Delaware Secretary of State on December 13, 1999
amending the Amended and Restated Certificate of Incorporation of
Regent Communications, Inc., as amended (previously filed as Exhibit
3(g) to the Registrant's Form S-1 Registration Statement No. 333-91703,
as amended, and incorporated herein by this reference)
8 Amendments to By-Laws of Regent Communications, Inc. adopted December
13, 1999 (previously filed as Exhibit 3(h) to the Registrant's Form S-1
Registration Statement No. 333-91703, as amended, and incorporated
herein by this reference)
9 Stock Purchase Agreement dated June 15, 1998 among Regent
Communications, Inc., Waller-Sutton Media Partners, L.P., WPG Corporate
Development Associates V, L.C.C., WPG Corporate Development Associates
(Overseas) V, L.P., General Electric Capital Corporation, River Cites
Capital Fund Limited Partnership and William H. Ingram (excluding
exhibits not deemed material or filed separately in executed form)
(previously filed as Exhibit 4(d) to the Registrant's Form 8-K filed
June 30, 1998 and incorporated herein by this reference)
10 Registration Rights Agreement dated June 15, 1998 among Regent
Communications, Inc., PNC Bank, N.A., Trustee, Waller-Sutton Media
Partners, L.P., WPG Corporate Development Associates V, L.C.C., WPG
Corporate Development Associates (Overseas) V, L.P., BMO Financial,
Inc., General Electric Capital Corporation, River Cites Capital Fund
Limited Partnership, Terry S. Jacobs, William L. Stakelin, William H.
Ingram, Blue Chip Capital Fund II Limited Partnership, Miami Valley
Venture Fund L.P. and Thomas Gammon (excluding exhibits not deemed
material or filed separately in executed form) (previously filed as
Exhibit 4(e) to the Registrant's Form 8-K filed June 30, 1998 and
incorporated herein by this reference)
11 First Amendment to Registration Rights Agreement dated as of August 31,
1999 among Regent Communications, Inc., PNC Bank, N.A., as trustee,
Waller-Sutton Media Partners, L.P., WPG Corporate Development
Associates V, L.L.C., WPG Corporate Development Associates (Overseas)
V, L.P., BMO Financial, Inc., General Electric Capital Corporation,
River Cities Capital Fund Limited Partnership, Terry S. Jacobs, William
L. Stakelin, William H. Ingram, Blue Chip Capital Fund II Limited
Partnership, Miami Valley Venture Fund L.P. and Thomas P. Gammon
(excluding exhibits not deemed material or filed separately in executed
form) (previously filed as Exhibit 4(gg) to the Registrant's Form 10-Q
for the quarter ended on September 30, 1999 and incorporated herein by
this reference)
12 Second Amendment to Registration Rights Agreement dated as of December
13, 1999, among Regent Communications, Inc., Terry S. Jacobs, William
L. Stakelin, Blue Chip Capital Fund II Limited Partnership, Blue Chip
Capital Fund III Limited Partnership, Miami Valley Venture Fund, L.P.,
PNC Bank, N.A., as trustee, PNC Bank, N.A., Custodian, Waller-Sutton
Media Partners, L.P., River Cities Capital Fund Limited Partnership,
Mesirow Capital Partners VII, WPG Corporate Development Associates V,
L.L.C., WPG Corporate Development Associates V (Overseas) L.P., General
Electric Capital Corporation, William H. Ingram, The Roman Arch Fund
L.P., The Roman Arch Fund II L.P. and The Prudential Insurance Company
of America (previously filed as Exhibit 4(hh) to the Registrant's Form
S-1 Registration Statement No. 333-91703, as amended, and incorporated
herein by this reference)
13 Third Amended and Restated Stockholders' Agreement dated as of December
13, 1999, among Regent Communications, Inc., Terry S. Jacobs, William
L. Stakelin, Blue Chip Capital Fund II Limited Partnership, Blue Chip
Capital Fund III Limited Partnership, Miami Valley Venture Fund, L.P.,
PNC Bank, N.A., as trustee, PNC Bank, N.A., Custodian, Waller-Sutton
Media Partners, L.P., River Cities Capital Fund Limited Partnership,
Mesirow Capital Partners VII, WPG Corporate Development Associates V,
L.L.C., WPG Corporate Development Associates V (Overseas) L.P., General
Electric Capital Corporation, William H. Ingram, Joel M. Fairman, The
Roman Arch Fund L.P., The Roman Arch Fund II L.P. and the Prudential
Insurance Company of America (previously filed as Exhibit 4(ii) to the
Registrant's Form S-1 Registration Statement No. 333-91703, as amended,
and incorporated herein by this reference)
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned hereunto duly authorized.
REGENT COMMUNICATIONS, INC.
Date: January 24, 2000 By: /s/ Matthew A. Yeoman
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Matthew A. Yeoman,
Vice President-Finance
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